HomeMy WebLinkAboutCA HSS Professional Service Agreement- Executive Summary EXECUTIVE SUMMARY
AGENDA ITEM:
Proposed Professional Service Agreement with HealthSource Solutions
Date: December 20, 2022
BACKGROUND:
Employee wellness is essential to the success of Clay County Utility Authority "CCUA". The
CCUA Employee Wellbeing program focuses on helping employees influence their health,quality
of life, and mental wellbeing. As such, CCUA partnered with WellRight in January 2020 to offer
employees a wellness platform that supports employees in their wellness journey.
Since 2020, WellRight has successfully provided CCUA employees an easy-to-use wellness
platform that fosters engagement and encourages healthy habits. Our current contract with
WellRight will be expiring January 31, 2023. CCUA has been notified that all WellRight clients
with less than 500 employee participants will be managed by a new Partner Network Program,
HealthSource Solutions "HSS". Staff recommends continuing the relationship with HSS for
es continuity purposes.
c
a The current WellRight contract totals $9,996, annually. HSS offers the same WellRight Platform
o at a discounted rate of$7,753.20 ($3.55 per employee, per month "PEPM") + $1,000 annual set-
t up fee totaling $8,753.20 annually.
We compared the WellRight platform to two other comparable platforms,Virgin Pulse&Wellness
ce
360 and determined the WellRight platform continues to offer competitive pricing.
• Virgin Pulse - $10,000+ $2,500 implementation fee= $12,500
• Wellness 360—$8,880 ($4.00 PEPM) + $1,500 implementation fee = $10,380
In addition to the WellRight platform, HSS also offers a service to assist in wellness program
management for $5,500, annually. The additional service provides the following:
• Identify goals & metrics
• Develop and execute annual plan
• Stay accountable with monthly meetings
• Manage communication plan&provide reporting (internal and external of platform)
• Assist with wellness committee/champions' work
• Consult onsite initiatives,policies, and environment
• Tailor wellness specific to demographics
• Maximize your resources (wellness platform, health plan, EAP, community, etc.)
• Maintain wellness platform (activities, announcements, quick links, etc.)
//KR(Author)
//AW(Reviewer)
//KR(Final)
BUDGET:
Staff budgeted $60,000 for FY 2022/2023 for all employee wellness related fees and initiatives.
RECOMMENDATION:
Staff respectfully recommends the Board of Supervisors' approval to renew the existing contract
with HealthSource Solutions for consistency in continuation, with the added Wellness Program
Management service for a total annual cost of$14,253.20.
ATTACHMENTS:
1. HealthSource Solutions Contract
2. HealthSource Order Form
//KR(Author)
//AW(Reviewer)
//KR(Final)
HEALTHSOURCE SOLUTIONS LLC
SERVICE AGREEMENT FOR WELLRIGHT PORTAL
THIS SERVICE AGREEMENT(this "Agreement") is made and entered into as of December 21, 2022 by and
between Clay County Utility Authority("CLIENT")with a principal place of business at 3176 Old Jennings Road
Middleburg, Florida 32068 and HEALTHSOURCE SOLUTIONS, LLC ("HEALTHSOURCE") with a principal place of
business at 3149 Fernbrook Lane, Plymouth MN 55447. Each party may be referred to in this Agreement as a
"Party" or collectively as "Parties."
WHEREAS, HEALTHSOURCE and its subcontractors provide a comprehensive wellness portal and all its
components, the WellRight Health Portal, here now referred to collectively as WellRight. HEALTHSOURCE will
grant access to WellRight based on the terms and conditions of this Agreement.
WHEREAS, CLIENT wishes to retain HEALTHSOURCE to provide an online health portal,WellRight,to a definitive
number of CLIENT employees, upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, and in consideration of the foregoing, and the mutual and respective covenants and
agreements of the Parties set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,the Parties agree as follows:
1. PROVISION OF SERVICES
1.1 License to Service.Subject to the terms and restrictions set forth in this Agreement, HEALTHSOURCE agrees
to provide to CLIENT the Services requested as indicated on the Service Order ("Order Form").
to HEALTHSOURCE cannot guarantee service dates or timelines to the CLIENT until this agreement is fully
executed and the down payment received.
1.2 Participants. Each Participant will be required to indicate assent to the Terms of Use Agreement and the
Privacy Policy prior to opening a Health Portal Account.
1.3 General Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly
required by applicable law, CLIENT will not, and will not authorize a Participant or other third party to: (a)
use or copy any components of the Service, or any of the data, algorithms and calculations, or any portion
thereof, except as expressly authorized in this Agreement; (b) copy, modify, or prepare derivative works
based upon the Service; (c)alter, remove, or obscure any copyright or other proprietary notices or labels on
or in the Service; (d) circumvent or disable any technological features or measures in the Service; (e)
interfere with or disrupt the integrity or performance of the Service; or (f) attempt to gain unauthorized
access to the Service. CLIENT acknowledges and agrees that the Service contains Confidential Information,
data and trade secrets of WellRight and its licensors.
1.4 Cooperation. The parties will timely and diligently cooperate with each other in a commercially reasonable
manner to facilitate the performance of their respective obligations under this Agreement.
1.5 Responsibilities of HEALTHSOURCE.
a. HEALTHSOURCE shall maintain accurate records of Services provided to CLIENT's employees, including all
Wellness and Consent Forms, books and records covered by this Agreement for one(1)year from the date the
record was developed or from the date the record was last in effect or used, whichever is later. Any Consent
form, Release form or other data that contains personal information shall remain the property of
HEALTHSOURCE. Copies are not available to the CLIENT due to HIPAA regulations on privacy of health
information unless CLIENT provides HEALTHSOURCE with employee authorizations that meet HIPAA
requirements. Notwithstanding the foregoing, HEALTHSOURCE will supply CLIENT with an Extract File and
Portal Agreement 9.2020 Page 1 of 15
aggregate data report detailing points/credits earned and participation data per employee as outlined by the
plan design. The extract file/report shall only contain information that is not"protected health information"or
is"de-identified health information"as defined in the HIPAA regulations.
b. Maintain professional liability insurance for Wellness Services in the amount of$1 million cumulative and
$1 million per incident, in addition, maintain an umbrella liability policy of$1 million.
c. Comply with all applicable federal, state and local laws, rules, orders, regulations and ordinances (including
but not limited to the Privacy Rules of the Health Insurance Portability and Accountability Act of 1996,
(HIPAA). The regulations are presently codified at 45 C.F.R. Parts 160.101 et seq. and 164.500 et seq.
HEALTHSOURCE shall comply with all requirements of the Business Associate Agreement (BAA) attached as
Exhibit A and incorporated in its entirety into this Agreement.
1.6 Third Party Contractor Access to the Service. In the event that CLIENT desires for a separate third party
entity or independent contractor (each referred to as a "Contractor") to be given administrator access to
the Service on CLIENT's behalf and limited strictly for the purpose of Contractor providing services for or to
CLIENT,CLIENT may provision access to the Service to the Contractor's employees or agents. In provisioning
access to a Contractor's employees or agents, CLIENT agrees to bind Contractor to the obligations and terms
set forth in this Agreement (excluding terms related to payment), and CLIENT hereby agrees to indemnify,
defend and hold HealthSource (as defined in Section 8) harmless for the actions of Contractor and from and
against any and all liability, claim, lawsuit, injury, loss, expense or damage resulting from or relating to the
disclosure of Protected Health Information to Contractor.
2. PRICING AND PAYMENT
2.1 Deposit for Services. HEALTHSOURCE requires receipt of the Deposit Fee prior to starting any work on the
to portal. The detail of this fee is in the Order Form. If a deposit is not timely received, HEALTHSOURCE shall
have no obligation to CLIENT hereunder. Deposits are non-refundable in the event of cancellation. Deposits
shall be applied toward the minimum charges owed. VISA, MasterCard and American Express are accepted
with a 3.5% processing surcharge. Any payment surcharge added by CLIENT will be billed back at 100%.
2.2 Pricing. CLIENT will pay HEALTHSOURCE the applicable fees as set forth in the order form. HealthSource
may increase the Fees for a Renewal Term provided that HEALTHSOURCE provides CLIENT notice of
increase at least 30 days prior to the applicable Renewal Term.
2.3 Payment, Late Charges. All fees are non-refundable unless this agreement is terminated in accordance
with Section 6 or as otherwise set forth in the Agreement. Fee's will be billed at the end of each month
or quarter. Payment must be submitted in full within 30 days or by the DUE date listed on the invoice.
If payment is not received a 2.5%late fee will be assessed.CLIENT shall be solely responsible for the payment.
CLIENT will reimburse HEALTHSOURCE for all costs and expenses incurred by HEALTHSOURCE arising from
CLIENT's collection of amounts due under this Agreement, including, without limitation, reasonable
attorneys'fees.
2.4 Suspension of Service and Acceleration. If Fees that are due and payable to HEALTHSOURCE become forty-
five (45) or more days overdue, HEALTHSOURCE may, without limiting its other rights and remedies,
accelerate CLIENT's unpaid fee obligations for the remainder of the relevant term under the applicable Order
Form so that all such obligations become immediately due and payable, and suspend Services until such
amounts are paid in full, provided that, HEALTHSOURCE will give CLIENT at least ten (10) days' prior notice
that its account is overdue, prior to suspending the Service.
Portal Agreement 9.2020 Page 2 of 15
3. WARRANTIES AND DISCLAIMER OF WARRANTIES
3.1 Mutual Warranties. Each Party represents and warrants that: (a) it has validly entered into this Agreement
and that it has the power and authority to do so; (b) no authorization or approval from any third party is
required in connection with the Party's execution, delivery, or performance of this Agreement; (c) the
execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the
terms or conditions of any other agreement to which it is a party or by which it is otherwise bound; and
(d) its business and operations, including any operations conducted through third parties, are conducted in
compliance with applicable law.
3.2 WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTION 3.1, NEITHER
PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS,
IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER.
EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE. THE SERVICE MAY BE SUBJECT TO LIMITATIONS,
DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. WELLRIGHT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER
DAMAGE RESULTING FROM SUCH PROBLEMS. CLIENT WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON
ANY REPRESENTATION OR WARRANTY ON BEHALF OF WELLRIGHT TO ANY PARTICIPANT OR OTHER THIRD
PARTY.
3.3 Wellness Program Design Disclaimer. HEALTHSOURCE incorporates CLIENT's wellness program design and
features into the Service in order to assist CLIENT in the management and operation of its wellness program.
Under no circumstances shall HEALTHSOURCE be construed as approving the design or structure, notices,
and/or incentives that may be part of CLIENT's wellness program as meeting all the requirements of
to applicable law. No information or guidance provided by HEALTHSOURCE in the provision of the Service shall
constitute or be construed as legal advice on any matter and CLIENT should always seek the legal advice of
competent counsel in designing its wellness program. CLIENT shall be solely responsible for ensuring that
the structure, notices, and/or any incentives it provides as part of its wellness program are compliant with
applicable law, including but not limited to the Health Insurance Portability Act of 1996,the Americans with
Disabilities Act,the Genetic Information Nondiscrimination Act, and the regulations under each.
3.4 Not Medical Advice. THE SERVICE IS NOT A SUBSTITUTE FOR MEDICAL ADVICE. THE SERVICE (INCLUDING
ANY INFORMATION OR MATERIALS AVAILABLE ON THE SERVICE), WHETHER PROVIDED BY HEALTHSOURCE,
WELLRIGHT,OTHER USERS,OR THIRD PARTIES, IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE
OF: (A) THE ADVICE OF DOCTORS OR OTHER MEDICAL PROFESSIONAL, (B)A VISIT, CALL OR CONSULTATION
WITH DOCTORS OR OTHER MEDICAL PROFESSIONALS, OR (C) INFORMATION CONTAINED ON OR IN ANY
PRODUCT PACKAGING OR LABEL.ANY ADVICE OR INFORMATION RECEIVED FROM ATHIRD PARTY THROUGH
THE SERVICE HAS NOT BEEN VERIFIED BY HEALTHSOURCE/WELLRIGHT AND SHOULD NOT BE RELIED UPON
WITHOUT VERIFICATION FROM A DOCTOR OR OTHER MEDICAL PROFESSIONAL. CLIENT AND AUTHORIZED
USERS SHOULD NOT USE THE SERVICES FOR DIAGNOSING OR TREATING A HEALTH PROBLEM OR MEDICAL
CONDITION. ADDITIONALLY, CLIENT OR AUTHORIZED USERS' USE OF THE SERVICE AND COMMUNICATION
VIA THE INTERNET, E-MAIL OR OTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT,
THERAPIST-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN CLIENT OR
AUTHORIZED USERS AND WELLRIGHT.
4. PRIVACY AND DATA SECURITY
4.1 Business Associate Addendum.To the extent CLIENT meets the definition of a "Covered Entity"or"Business
Associate," as those terms are defined in 45 C.F.R. § 160.103,the Parties agree to the terms of the Business
Associate Addendum, located in Appendix B which shall be incorporated by reference into this Agreement,
Portal Agreement 9.2020 Page 3 of 15
unless other terms superseding the Business Associate Addendum are agreed to in a separate writing of the
Parties.
4.2 Personal Data Processing.CLIENT acknowledges and agrees that HEALTHSOURCE may Process Personal Data
in performing the Service in accordance with Data Protection Laws which shall be incorporated by reference
into this Agreement.CLIENT represents and warrants that(i)CLIENT complies with its obligations concerning
any Personal Data provided or made available by to HEALTHSOURCE under this Agreement; (ii) CLIENT has
obtained all consents for use and disclosure of such Personal Data, or the CLIENT otherwise has a lawful
basis for processing Personal Data, to the extent required by Data Protection Law; and (iii) that, unless
CLIENT has notified HEALTHSOURCE in writing of the termination or invalidation of any consent necessary
for HEALTHSOURCE'S Processing of Personal Data, each such consent is and will continue to be valid in
accordance with Data Protection Laws.
5. INTELLECTUAL PROPERTY
5.1 WeIlRight Intellectual Property. CLIENT hereby acknowledges and agrees that WellRight, LLC exclusively
owns all right, title, and interest worldwide in the WellRight trademarks and logos, the Service, the
Documentation, and ideas, including any and all modifications, enhancements, improvements,
transformations or derivative works thereof (collectively, "WellRight Intellectual Property"), and to all
intellectual property rights worldwide thereto. CLIENT will not have any rights in or to WellRight Intellectual
Property except as expressly granted in this Agreement. CLIENT will not act to jeopardize, limit,or interfere
in any manner with WellRight's, LLC ownership of and rights with respect to WellRight, LLC. WellRight
reserves to itself all rights to the Service not expressly granted to CLIENT in accordance with this Agreement.
to 6. TERM AND TEMINATION
6.1 Term. This Agreement will commence upon the Effective Date on the order form and continue for the Term
specified on the order form. CLIENT may terminate this Agreement at any time without cause, upon sixty
(60) days prior written notice, provided that if CLIENT is to terminate this Agreement without cause prior to
the end of Term, CLIENT will be responsible for a 55% payout of the remaining term. The Term may be
extended by the parties in writing and a new Service Order will be initiated.
6.2 Termination for Cause. If either Party fails to perform any of its material obligations under this Agreement,
the other Party may terminate this Agreement for cause by giving thirty(30)days prior written notice. If the
matters set forth in such notice are not cured to the other Party's reasonable satisfaction within the thirty
(30) day period,this Agreement shall terminate. Upon termination, no additional fees shall be due.
6.3 Termination for Non-Payment. HealthSource may terminate this Agreement immediately if after written
notice to CLIENT, CLIENT fails to pay any Fee within thirty(30) days after such payment was due.
6.4 Termination by Insolvency. Either Party may terminate this Agreement effective immediately by providing
written notice to the other Party if the other Party makes an assignment for the benefit of creditors, files a
petition in bankruptcy, permits a petition in bankruptcy to be filed against it,or admits in writing its inability
to pay its debts as they mature, or if a receiver is appointed for a substantial part of its assets.
6.5 No Liability for Termination. Except as otherwise expressly provided for here in, if either Party terminates
this Agreement in accordance with any of the provisions of this Agreement, neither Party will be liable to
the other because of such termination for compensation, reimbursement, or damages on account of the
loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, or
commitments in connection with the business or goodwill of HealthSource or CLIENT. Termination will not,
however, relieve either Party of obligations incurred prior to the effective date of the termination.
Portal Agreement 9.2020 Page 4 of 15
7.0 CONFIDENTIALITY
7.1 Confidentiality. "Confidential Information" means any and all information and material disclosed by one
Party("Discloser")to the other Party("Recipient")or its Representatives(as defined below) (before or after
the signing of this Agreement, and whether in writing, or in oral, graphic, electronic or any other form)that
is (a) marked in writing as or provided under circumstances reasonably indicating it is confidential or
proprietary, or if disclosed orally or in other intangible form or in any form that is not so marked, that is
identified as confidential at the time of such disclosure; or (b) not generally known to the public or other
third parties who could derive economic value from its use or disclosure. Confidential Information, includes,
without limitation, any (i) secret, know-how, idea, invention, process, technique, algorithm, program
(whether in source code or object code form), hardware, device, design, schematic, drawing,formula, data,
plan, strategy and forecast of, and (ii) proprietary technical, engineering, manufacturing, product,
marketing, customer, servicing, financial, personnel and other proprietary information and materials of,
Discloser and its employees, consultants, investors, affiliates, licensors, suppliers, vendors, customers and
CLIENTs. For purposes of this Agreement, "Representatives" refers to any person, its directors, officers,
employees, agents and advisors (including, without limitation, consultants, CLIENTs, customers, vendors,
financial advisors, banks and other financing sources, attorneys, accountants and their respective
Representatives). To the extent applicable, all references in this agreement to HEALTHSOURCE, CLIENT,
Recipient or Discloser, shall also be deemed to be references to each of their respective Representatives.
Confidential Information does not include any Protected Health Information (if applicable) as defined in 45
C.F.R. § 160.103,which shall be governed by the Business Associate Addendum.
7.2 Nondisclosure and Permitted Use. Recipient shall hold all Confidential Information in strict confidence and
shall not disclose or distribute any Confidential Information to any third party other than to its employees
to and agents who need to know such information and who are bound in writing by restrictions regarding
disclosure and use of such information comparable to and no less restrictive than those set forth herein.
Recipient shall not use any Confidential Information for the benefit of itself or any third party or for any
purpose other than to perform its obligations under this Agreement. Recipient shall take the same degree
of care that it uses to protect its own confidential and proprietary information and materials of similar nature
and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the
unauthorized use, disclosure, publication or dissemination of the Confidential Information. Recipient shall
not make any copies of the Confidential Information except to the extent reasonably necessary to carry out
its obligations under this Agreement, or unless otherwise approved in writing in advance by Discloser. Any
such copies made shall be identified as the property of Discloser and marked "confidential," "proprietary"
or with a similar legend.
7.3 Scope. The obligations of this Section 7 including the restrictions on disclosure and use, shall not apply with
respect to any Confidential Information to the extent such Confidential Information: (a) is or becomes
publicly known through no act or omission of Recipient; (b) was rightfully known by Recipient before receipt
from Discloser,as evidenced by Recipient's contemporaneous written records; (c) becomes rightfully known
to Recipient without confidential or proprietary restriction from a source other than Discloser that does not
owe a duty of confidentiality to Discloser with respect to such Confidential Information; or (d) was
independently developed by Recipient without the use of or reference to the Confidential Information of
Discloser, as evidenced by Recipient's contemporaneous written records. In addition, Recipient may use or
disclose Confidential Information to the extent(i) approved by Discloser or(ii) Recipient is legally compelled
to disclose such Confidential Information, provided, however, that prior to any such compelled disclosure,
Recipient shall give Discloser reasonable advance notice of any such disclosure and shall cooperate with
Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing the scope
of such disclosure and/or use of the Confidential Information.
Portal Agreement 9.2020 Page 5 of 15
7.4 Remedies. Due to the unique nature of each Party's Confidential Information, the unauthorized disclosure
or use of Discloser's Confidential Information will cause irreparable harm and significant injury to Discloser,
the extent of which will be difficult to ascertain and for which there may be no adequate remedy at law.
Accordingly, Discloser, in addition to any other available remedies, shall have the right to an immediate
injunction and other equitable relief enjoining any breach or threatened breach of this Section 8 without the
necessity of posting any bond or other security. Recipient shall notify Discloser in writing immediately upon
Recipient becoming aware of any such breach or threatened breach.
7.5 Confidentiality of Agreement. Neither Party to this Agreement will disclose the terms of this Agreement
to any third party without the consent of the other Party, except as required by securities or other applicable
laws. Notwithstanding the above provisions, each Party may disclose the terms of this Agreement (a) in
connection with the requirements of a public offering or securities filing; (b) in confidence, to accountants,
banks, and financing sources and their advisors; (c) in confidence, in connection with the enforcement of this
Agreement or rights under this Agreement; or (d) in confidence, in connection with a merger or acquisition
or proposed merger or acquisition, or the like. Additionally, HEALTHSOURCE acknowledges CLIENT's
obligations under Art. 1, Section 24, Florida Constitution, and Chapter 119, Florida Statutes, as from time to
time amended (together,the Public Records Laws), to release public records to members of the public upon
request. HEALTHSOURCE acknowledges that CLIENT is required to comply with the Public Records Laws in the
handling of the materials created under this Agreement and that the Public Records Laws control over any
contrary terms in this Agreement. HEALTHSOURCE shall comply with all requirements of Chapter 119, Florida
Statutes, to the extent applicable to the records and documents associated with this Agreement. In
accordance with Section 119.0701(3)(a), Florida Statutes (or successor statutes),a request to inspect or copy
public records related to this Agreement must be made directly to CLIENT.
to IF HEALTHSOURCE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO HEALTHSOURCE'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT
(904) 272-5999, Ivalentin@clayutility.org, 3176 OLD JENNINGS RD., MIDDLEBURG,
FL 32068.
8. INDEMNIFICATION
8.1 HEALTHSOURCE Indemnification Obligations. To the extent permitted by law, HEALTHSOURCE will
indemnify, defend, and hold harmless CLIENT and its parent, subsidiaries, and affiliates and their respective
owners, representatives, officers, directors, agents, and employees (collectively, "CLIENT Parties") from and
against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including
reasonable attorneys' fees and litigation expenses) ("Claims") to the extent arising out of any action or
proceeding brought by a third party against any one or more of the CLIENT Parties(i)alleging injury, damage,
or loss resulting from CLIENT's use of the Service; (ii) alleging that CLIENT Data infringes a privacy or
intellectual property right of a third party; or (iii) related to any act of gross negligence or willful misconduct
by HEALTHSOURCE or any of its Authorized Users.
8.2 CLIENT Indemnification Obligations.To the extent permitted by law and as limited by and pursuant to the
provisions of Section 768.28, Florida Statutes, CLIENT will indemnify, defend, and hold harmless
HEALTHSOURCE and its parent, subsidiaries, and affiliates and their respective owners, representatives,
officers, directors, agents, and employees (collectively, "HEALTHSOURCE Parties") from and against any and
all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable
Portal Agreement 9.2020 Page 6 of 15
attorneys' fees and litigation expenses) ("Claims") to the extent arising out of any action or proceeding
brought by a third party against any one or more of the HEALTHSOURCE Parties (i) alleging injury, damage, or
loss resulting from CLIENT's use of the Service; (ii) alleging that CLIENT Data infringes a privacy or intellectual
property right of a third party; or (iii) related to any act of gross negligence or willful misconduct by CLIENT
or any of its Authorized Users.
In light of CLIENT being a governmental entity, nothing in this Agreement shall be deemed to waive the
sovereign immunity protections provided CLIENT pursuant to Florida law. Notwithstanding anything stated
to the contrary in this Agreement, CLIENT's obligation to compensate or indemnify is limited and shall not
exceed the limits as set forth in Section 768.28, Florida Statutes, as it may be amended from time to time.
9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL,
UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR CONSEQUENTIAL,
INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE
TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS
OR LOSS OF BUSINESS, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED
THE FEES OWED BY CLIENT TO HEALTHSOURCE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING
THE ACCRUAL OF ANY CLAIM, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR
CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE. EACH PROVISION OF THIS AGREEMENT THAT
PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY, OR EXCLUSION OF DAMAGES IS TO
ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE
PRICING OFFERED BY WELLRIGHT TO CLIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN
to BETWEEN THE PARTIES.
10. GENERAL PROVISIONS
10.1Amendment. This Agreement may not be modified, altered or amended except by a subsequent
written instrument signed by both parties.
10.2Assignability. Neither Party may assign its right, duties, or obligations under this Agreement without the
other Party's prior written consent, except to a successor-in-interest in connection with a merger,
acquisition, or sale of the company.
10.3Governing Law,Jurisdiction &Venue.This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida. HEALTHSOURCE agrees to and does hereby submit to the jurisdiction
of the courts of the State of Florida in connection with any matter arising under the terms of this
Agreement.The parties agree that venue in connection with any proceeding arising under the terms of
this Agreement shall be in Clay County, Florida.
10.4Relationship of the Parties. This Agreement does not establish a partnership,joint venture,or employer/employee
relationship between the parties,nor shall it be construed to do so in any manner.The parties are independent
contractors. The sole interest of each party is to ensure that the services under this Agreement shall be performed and
rendered in a competent,efficient,and satisfactory manner.
10.5 Notice. All notices required or permitted to be given under this Agreement shall be sufficient if furnished in writing,sent
by registered mail,to the party's last known principal office.
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10.6 Force Majeure. HEALTHSOURCE will not be liable for, or be considered to be in breach of or default
under this Agreement on account of, any delay or failure to perform as required by this Agreement as a
result of any cause or condition beyond HEALTHSOURCE OR WellRight's reasonable control,so long as
HEALTHSOURCE uses commercially reasonable efforts to avoid or remove such causes of non-
performance.
10.7 Publicity. HEALTHSOURCE may advertise and publish its business relationship with CLIENT, including the
fact that it is providing services relating to this Agreement; however, to the extent HEALTHSOURCE intends
to use CLIENT's trademarks or logos, HEALTHSOURCE will first seek consent from CLIENT.
10.8 Entire Agreement.This Agreement, including all Exhibits, is the final and complete expression of the
agreement between these Parties regarding the Service.This Agreement supersedes, and the terms of this
Agreement govern, all previous oral and written communications regarding these matters. No employee,
agent, or other representative of HEALTHSOURCE has any authority to bind HEALTHSOURCE with respect
to any statement, representation, warranty, or other expression unless the same is specifically set forth in
this Agreement. No usage of trade or other regular practice or method of dealing between the Parties will
be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be
changed only by an agreement executed by an authorized agent of each Party.
10.9 Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be
invalid,illegal,or unenforceable in any respect,such invalidity,illegality,or unenforceability shall not affect any other
provision,and this Agreement shall be construed as if such provision had never been included in this Agreement.
to
10.10 Certification.Each party certifies that neither it nor its principals is presently debarred,suspended,proposed for
debarment,declared ineligible,or voluntarily excluded from participation in this contract or any government program by
any federal department or agency or by the State of Florida. EACH PARTY WILL NOTIFY IMMEDIATELY THE OTHER PARTY if
this status changes and the name of any person who provides services under this Agreement or who has an ownership or
controlling interest or is an agent or managing employee who is convicted of a criminal offense related to the person's
involvement in a government program or is suspended,debarred,or excluded from participation in a government
program.
HEALTHSOURCE and CLIENT representative warrant that this Agreement has been duly executed and delivered
and constitutes a valid and binding agreement.
IN WITNESS WHEREOF,this Agreement is executed by the Parties' authorized officers and shall be effective as
of the date set forth above.
HealthSource S utions LLC
Signature:
Print name: C stal Miller
Title: COO/Integrator
Date: 12/13/2022
Portal Agreement 9.2020 Page 8 of 15
Clay County Utility Authority
Signature:
Print name:
Title:
Date:
to
Page 9 of 15
Portal Agreement 9.2020
Exhibit A
HIPAA Privacy and Security Agreement
RECITALS
To the extent CLIENT meets the definition of a "Covered Entity" (CE) or"Business Associate" (BA) (as those
terms are defined in 45 C.F.R. § 160.103),the services provided by HEALTHSOURCE SOLUTIONS ("Vendor")
may involve the use and disclosure of health information that is protected by federal law as defined below
("PHI").Therefore, CE and BA wish to agree to the terms of this BUSINESS ASSOCIATE AGREEMENT(BAA) in
order to set forth the obligations regarding PHI.
The purpose of this Agreement is to comply with "Privacy and Security Requirements,"which collectively
include, the requirements of the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-
191 (codified at 45 C.F.R. Parts 160, 162, and 164), as amended ("HIPAA"); privacy and security regulations
promulgated by the United States Department of Health and Human Services ("DHHS");Title XIII, Subtitle D of
the American Recovery and Reinvestment Act of 2009, Pub. L. No. 111-5, as amended ("HITECH Act");
provisions regarding Confidentiality of Alcohol and Drug Abuse Patient Records (codified at 42 C.F.R. Part 2), as
amended;TEX. HEALTH &SAFETY CODE ANN. §§ 81.046, as amended, 181.001 et seq., as amended, 241.151 et
seq., as amended, and 611.001 et seq., as amended; and MN BUSINESS COMMERCE CODE ANN. 521.001 et
seq.
I. Definitions
to The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules:
Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum
Necessary, Notice of Privacy Practices, Secretary, Security Incident, Subcontractor, Unsecured Protected
Health Information, and Use.
Specific definitions:
(a) Business Associate. "Business Associate" ("BA") shall generally have the same meaning as the term
"business associate" at 45 CFR 160.103.
(b) Covered Entity. "Covered Entity" ("CE") shall generally have the same meaning as the term "covered
entity" at 45 CFR 160.103, and in reference to the party to this agreement, shall mean HealthSource Solutions.
(c) Electronic Health Record. "Electronic Health Record" shall mean an electronic record of health-related
information on an Individual that is created, gathered, managed, and consulted by authorized health care
clinicians and staff.
(d) Electronic PHI. "Electronic PHI" shall have the same meaning as the term "electronic protected health
information" at 45 C.F.R. § 160.103, limited to the information created or received by Vendor from or on
behalf of CLIENT.
(e) HIPAA. "HIPAA" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR
Part 160 and Part 164.
(f) Protected Health Information ("PHI")."Protected Health Information" or PHI shall mean individually
identifiable health information that is transmitted or maintained in any form or medium.
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(g) Required by Law. "Required by Law" shall have the same meaning as the term "required by law" in 45 CFR
164.501 and/or Florida state laws and regulations.
II. Obligations and Activities of Covered Entity
BA and/or BA's employees will disclose certain PHI to CE pursuant to the terms of the Underlying Agreement,
and CE agrees to:
(a) Not use or disclose PHI other than as permitted or required by this Agreement or as required by law.
(b) Use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to PHI collected and
retained by CE,to prevent use or disclosure of PHI other than as provided for by this Agreement.
(c) Immediately report to BA disclosure of protected health information of which it becomes aware, including
breaches of unsecured protected health information as required at 45 CFR 164.410, and any other security
incident (collectively"Security Incident"). CE further agrees to provide BA with the following information
regarding the Security Incident as soon as possible, but no more than five (5) business days after becoming
aware of the Security Incident: (1) a brief description of what happened, including the dates the Security
Incident occurred and was discovered; (2) confirmation that it is able to reproduce the PHI involved in the
Security Incident; and (3) a description of whether and how the PHI involved in the Security Incident was
rendered unusable, unreadable, or indecipherable to unauthorized individuals either by encryption or
otherwise destroying the PHI prior to disposal. If CE determines that it is infeasible to reproduce the PHI
involved in the Security Incident, CE agrees to notify BA in writing of the conditions that make reproduction
infeasible and any information CE has regarding the PHI involved.
to
CE agrees that BA will review all Security Incidents reported by CE and BA, in its sole discretion, will take steps
in response,to the extent necessary or required by law including, but not limited to, (1) notifying the
individual(s)whose PHI was involved in the Security Incident, either in writing,via telephone,through the
media, or by posting a notice on CE's website, or through a combination of those methods, of the Security
Incident; and (2) providing notice of the Security Incident to the Secretary of the United States Department of
Health and Human Services ("HHS").
(d) In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any BAs or
subcontractors that create, receive, maintain, or transmit protected health information on behalf of the CE
agree in writing to the same restrictions, conditions, and requirements that apply to the CE with respect to
such information;
(e) Make its internal practices, and policies available to BA and to HHS for purposes of determining compliance
with the HIPAA Rules.
(f) Comply with the Privacy and Security Requirements, which include Federal and State of Minnesota
requirements governing information relating to HIV/AIDS, mental health, and drugs or alcohol treatment or
referral.
(g) Not directly or indirectly receive remuneration in exchange for an individual's PHI unless it is pursuant to
specific written authorization by the individual or subject to an exception established in the HIPAA Rules.
(h) Comply with the FTC Red Flag Rules with respect to its use and disclosure of PHI under this Agreement,
including but not limited to a written program to prevent, detect, and mitigate identify theft to the extent BA
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is a Creditor as defined in the Federal Trade Commission's (FTC) Red Flag Rules, as may be amended (16 CFR
Part 681).
III. Permitted Uses and Disclosures by Covered Entity
(a) CE may only use or disclose protected health information as necessary to provide Services to or on behalf of
BA as provided in the Underlying Service Agreement between CE and BA.
(b) CE may disclose PHI only when required by law.
(c) CE agrees to limit uses and disclosures and requests for PHI to "limited data set" as that term is defined at
45 CFR 164.514(e)(2) or, if needed,to the minimum necessary as defined at 45 CFR 164.502(b)to accomplish
the intended purpose of such use, disclosure, or request.
(d) CE may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by CE.
(e) CE may use PHI to provide data aggregation services to BA as permitted by 42 CFR 164.502(j)(1).
V. Permissible Requests by Covered Entity
(a) CE shall not request BA to use or disclose protected health information in any manner that would not be
permissible under Subpart E of 45 CFR Part 164 if done by CE.
VI. Term and Termination
to
(a)Term.The Term of this Agreement shall be effective as the Entered into Date and shall terminate when
services have ceased under the Underlying Service Agreement. All PHI provided to CE by BA or its employees
pursuant to the Underlying Service Agreement will be destroyed following termination of the contract.
(b) Survival. The obligations of CE under this Agreement shall survive the termination of this Agreement until
all PHI are confirmed destroyed.
VII. General Terms
(a) Regulatory References.A reference in this Agreement to a section in the HIPAA Rules means the section as
in effect or as amended.
(b) Indemnification. BA agrees to indemnify, defend, and hold harmless,to the extent allowed by law, CE and
its Managers, Officers, Employees, and Agents (Individually and Collectively"Indemnitees") against any and all
losses, liabilities,judgments, governmental fines and penalties, awards, and costs (including costs of
investigations, legal fees, and expenses) arising out of or related to:
1. BA's breach of this Agreement relating to the Privacy and Security Requirements; or
2. Any negligent or wrongful acts or omissions of IF or its employees, directors, officers, subcontractors, or
agents, relating to the Privacy and Security Requirements, including failure to perform their obligations under
the Privacy and Security Requirements.
CE agrees to indemnify, defend, and hold harmless,to the extent allowed by law, BA and its Directors,
Managers, Officers, Employees, and Agents (Individually and Collectively"Indemnitees") against any and all
losses, liabilities,judgments, governmental fines and penalties, awards, and costs (including costs of
investigations, legal fees, and expenses) arising out of or related to:
1. CE's breach of this Agreement relating to the Privacy and Security Requirements; or
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2. Any negligent or wrongful acts or omissions of CE or its employees, directors, officers, subcontractors, or
agents, relating to the Privacy and Security Requirements, including failure to perform their obligations under
the Privacy and Security Requirements.
(c)Amendment.This Agreement may not be changed or modified in any manner except by an instrument in
writing signed by a duly authorized officer of each of the Parties hereto. Notwithstanding the foregoing, to the
extent that any relevant provision of HIPAA or the HIPAA Rules is amended in a manner that changes the
obligations of BA or CE provided for in this Agreement, such changes shall be deemed automatically to apply to
and to be incorporated by reference into this Agreement. The Parties agree to amend this Agreement from
time to time as necessary to reflect their agreement to such changes.
(d) Severability. The provisions of this Agreement shall be severable, and if a provision of this Agreement shall
be held or declared to be illegal, invalid or unenforceable, the remainder of this Agreement shall continue in
full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.
(e) No Third Party Beneficiaries. Nothing in this Agreement shall be considered or construed as conferring
any right or benefit on a person not a party to this Agreement nor imposing any obligations on either Party
hereto to persons not a party to this Agreement.
(f) Entire Agreement. This Agreement and the Underlying Service Agreement constitutes the entire
Agreement between the Parties hereto with respect to the subject matter hereof and supersedes all previous
written or oral understandings,Agreements, negotiations, commitments, and any other writing and
communication by or between the Parties with respect to the subject matter hereof.To the extent there is any
conflict between this Agreement and the Underlying Service Agreement with regard to HIPAA compliance or
to the Privacy and Security Requirements,this Agreement will control.
(g) Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA
Rules
(h) Notices. Any notice required to be given pursuant to the terms and provisions of this Agreement will be in
writing and deemed to be given: (a) upon delivery in person, (b)three (3) days after the date deposited with or
sent by U.S. Mail (first class, postage paid, return receipt requested), or(c) upon receipt by commercial
delivery service, and addressed as follows, or to such address as the Party may subsequently designate to
other in writing:
Clay County Utility Authority
Attn: Privacy Officer
3176 Old Jennings Road
Middleburg, Florida 32068
Healthsource Solutions, LLC
Attn: Mary Kruse
3149 Fernbrook Lane North
Plymouth MN 55447
(i) Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their
respective heirs (as applicable), legal representatives, successors, and permitted assigns. CE shall not have the
right to assign or transfer its rights and obligations under this Agreement to any third party without prior
written consent of BA.
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(j) Compliance with Applicable State Law. To the extent state law is not preempted by HIPAA, CE shall
comply with the laws of the State of Florida protecting the access, use, disclosure and maintenance of PHI
including without limitation requirements for reporting of a breach, breach notification to affected individuals
and training of CE's work force, provided that CE acknowledges that BA, as a regulated insurance entity in the
State of Idaho, and that CE may also be obligated to comply and shall comply with data breach notification
requirements of the State of Idaho. The Circuit Court of Clay County, Florida shall be the exclusive forum for
the determination of any disputes regarding or related to this Agreement or its performance and the parties
irrevocably consent to the personal jurisdiction and venue in such court, provided that, if the Circuit Court of
Clay County subject matter jurisdiction, exclusive jurisdiction and venue shall be in the court nearest to Clay
County, FL which has subject matter jurisdiction over the controversy.
(k) Audit. CE shall immediately notify BA's General Counsel if CE becomes the subject of a Department of
Health and Human Services audit pursuant to 42 USC§ 17940.
(I) Headings. The headings have been inserted for convenience solely and are not to be considered when
interpreting the provisions of this Agreement.
(m) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
to
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HEALTHSOURCE and CLIENT representative warrant that HIPAA Privacy and Security Agreement
has been duly executed and delivered and constitutes a valid and binding agreement.
IN WITNESS WHEREOF,this Agreement is executed by the Parties' authorized officers and shall be effective as
of the date set forth above.
HealthSource lutions LLC
Signature: i
Print name: r stal Miller
Title: COO/Integrator
Date: 12/13/2022
Clay County Utility Authority
Signature:
Print name:
Title:
to Date:
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HealthSource Solutions
Service Order: Wellness Portal and Wellness Program Management
Client: Clay County Utility Authority Date: December 21, 2022
Address: 3176 Old Jennings Road Estimated Launch Date: February 1, 2023
Middleburg, Florida 32068
Contact Name:Jeremy Johnston Contact Email:jjohnston@clayutility.org
In accordance with the HealthSource Services Agreement dated December 21, 2022, this Service Order is
a supplement and incorporated herein.This service order expires based on the Term of Service below.
• The Term of Service is for February 1, 2023—December 31, 2023.
• Your monthly invoice will reflect the actual number of employees on the demographic file
each month.The Annualized Estimate listed below is for quoting purposes only.
• The Annual Portal Set-Up fee will be billed in December each year.
• The Wellness Program Management fee will be divided into monthly payments.
Portal Service Quantity Fee Annual
Estimate
Annual Portal Set-Up Fee
• Custom Site Setup: Banner, company logo,company/wellness
program name and colors, links, demographic file,site testing 1 $1,000 $1,000
• Incentive program and challenge structure design and build
to out
• End-user support: provide direct support to employees
Access to WellRight portal - PEPM 182 $3.55 $7,753.20
Wellness Program Management
Services included in this agreement vary by client need.A summary
of services includes:
• Identify goals& metrics
• Develop and execute annual plan
• Stay accountable with monthly meetings
• Manage communication plan (internal and external of
platform)
• Assist with wellness committee/champions'work
• Consult on site initiatives, policies,and environment 1 $5,500 $5,500
• Tailor wellness specific to demographics
• Maximize your resources(wellness platform, health plan,
EAP, Community, etc.)
• Maintain wellness platform (activities,announcements, quick
links,etc.)
• Provide reporting(platform engagement, resource
utilization,feedback survey,etc.)
Estimated Total $13,253.20
Summary
By submitting this Order Form, Company agrees to pay HealthSource Solutions monthly with NET 30 terms.
Late payments will be assessed a 2.5% late fee.
This Service Contract,together with the HealthSource Service Agreement, form a binding agreement between
HEALTHSOURCE and CLIENT. The representative identified below acknowledges they are authorized to enter into
this Agreement.
Clay County Utility Authority HealthSource lutio s
Signature: Signature: I
Name: Name: Cryst I iller
Title: Title: COO/Integrator
Date: Date: 12/13/2022
to