HomeMy WebLinkAboutAG 18-152 II RETURN TO: C�zt.de .Ja < EXT: 0253 �-
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
. ORIGINATING DEPT./DIV: /41-A.1 i{It(/L1-41
. ORIGINATING STAFF PERSON: �,L� .STa EXT: a5 3g- 3. DATE REQ.BY: 091;71x
solo' i f
TYPE OF DOCUMENT(CHECK ONE):
El CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
❑ OTHER ✓7
. PROJECT NAME: /4JI LkitS$ /�r0�i2.
NAME OF CONTRACTOR: �D �.E.
ADDRESS: /9'/2f/d Anion 1.1,11 geI Ste l oo Redound I .W QS7052 TELEPHONE z.OG -G/9- 1443 _
E-MAIL: .hafzerout ,)er��ai,t?_�I twuh fcco,.r _ FAX:
SIGNATURE NAME: 7�dt.rreel /� TITLE C6Q
EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
. TERM: COMMENCEMENT DATE: D//0//r90e? COMPLETION DATE: 0213/h'Ol 9
TOTAL COMPENSATION$ 5-0)000 /N/9XiJ1,azit.I �eoJe. (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH S IE ULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: YES ONO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES"TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE
El PURCHASING: PLEASE CHARGE TO: SOL '//DD- ,SSD - 517-30- D
0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE) ,,/
CI LAW O.Cr 4/14/( ' CNC IJIh4
I. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
2. CONTRACT SIGNATURE ROUTING /o//4/ l 9
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 09427/261 0 DATEREC'D: r //30/aQ)
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL/DATE SI NED �C'J / f e:�
El LAW-DEPARTMENT „��� l l , _ I I/j Sll g vn4'' v
lieg iNATORY(MAYOR OR DIRECTOR) ./l�%/j/3rl�I 01.tauf .
❑ CITY CLERK — lid iraiW
❑ ASSIGNED AG# AG# . 21
❑ SIGNED COPY RETURNED DATE SENT: .
:OMMENTS:
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InnlR
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CITY OF CITY HALL
R r ;v 33325 8th Avenue South
r yFederal Way,11A 98003-6325
(253) 335-7000
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PROFESSIONAL SERVICES AGREEMENT
FOR
WELLNESS PROGRAM
This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and Aduro, Inc., a Washington corporation ("Contractor"). The City and Contractor (together
"Parties") are located and do business at the below addresses, which shall be valid for any notice required under this
Agreement:
ADURO,INC.: CITY OF FEDERAL WAY:
Darren White, CEO Jean Stanley, HR Manager
17425 NE Union Hill Road, Ste. 100 33325 8th Avenue South
Redmond, WA 98052 Federal Way,WA 98003-6325
206-619-9483 (telephone) (253)835-2532(telephone)
(253) 835-2509(facsimile)
eric.hatzenbuehler@adurolife.com jean.stanley@cityoffederalway.com
The Parties agree as follows:
1. TERM.The term of this Agreement shall commence upon the effective date of January 1,2019 and shall continue
until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2019
("Term"), This Agreement may be extended for additional periods of time upon the mutual written agreement of the
Parties.
2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Statement ow
Work") and Exhibit B ("Service Level Agreement"), attached hereto and incorporated by this reference, in a manner
consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the
time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and
pursuant to the direction of the Mayor or his or her designee.The Contractor warrants that it has the requisite training.skill,
and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies
and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall
begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and
approval of the City, but the making(or failure or delay in making) such inspection or approval shall not relieve Contractor
of responsibility for performance of the Services in accordance with this Agreement,notwithstanding the City's knowledge
of defective or non-complying performance, its substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other
party ninety (90) days' written notice at its address set forth above.The City may terminate this Agreement immediately if
the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of
this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future.
4. COMPENSATION.
4.1 Amount. in return for the Services, the City shall pay the Contractor an amount not to exceed a maximum
amount and according to a rate or method as delineated in Exhibit C, attached hereto and incorporated by this reference.
The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at
the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit C, the Contractor shall be solely responsible
for the payment.of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment
under this Agreement.
PROFESSIONAL SERVICES AGREEMENT - 1 - Rev.3/2017
4%1, CITY OF CITY HALL
c r� 33325 8th Avenue South
Federa s' ;' �! Federal Wal �'A J8003-5325
.8` (253) 035-7000
4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form
specified by the City, including a description of what Services have been performed,the name of the personnel performing
such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit;a final bill upon
completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been
performed. After receipt and approval by the appropriate city representative of the voucher or invoice, payment of such
voucher or invoice will be processed as follows: voucher or invoice received by the 8th of the month will be processed for
payment on the 15'h of the month; voucher or invoice received by the 23rd of the month will be processed for payment on
the last day of the month. If the Services do not meet the requirements of this Agreement, the Contractor will correct or
modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the
requirements of the Agreement.
4.3 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this
Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred
after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services
for which funds are allocated.No penalty or expense shall accrue to the City in the event this provision applies.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its
elected officials, officers, employees, agents, representatives, insurers, attorneys,and volunteers harmless from any and all
claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries,
damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by
any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising
from, resulting from,or in connection with this Agreement or the acts,errors or omissions of the Contractor in performance
of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent
jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising
out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the
Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the
extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify
the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent
and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of
any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any
immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the
purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the
amount of damages,compensation or benefits payable to or by any third party under workers' compensation acts,disability
benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this
waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers,
directors, shareholders, partners, employees, agents, representatives, and sub-contractors harmless from any and all claims,
demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages,
liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all
persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from,
resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of
the City.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with
respect to any event occurring prior to such expiration or termination.
PROFESSIONAL SERVICES AGREEMENT - 2 - Rev.3/2017
t : . city or. CITY HALL
�' 33325 8th Avenue South
.,' Fe +� Federal Way,WA 98003-6325
(253) 835-7000
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6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with
the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for
the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as
follows:
6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms
and with such carriers who have a rating that is satisfactory to the City:
a. Commercial general liability insurance covering liability arising from premises, operations,
independent contractors, products-completed operations, stopgap liability, personal injury, bodily injury, death, property
damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than
$1,000,000 for each occurrence and $2,000,000 general aggregate.
b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the
laws of the State of Washington.
c. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles with a
minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for
bodily injury, including personal injury or death, and property damage.
d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000
policy aggregate for damages sustained by reason of or in the course of operation under this Agreement,whether occurring
by reason of acts, errors or omissions of the Contractor.
6.2. No Limit of Liabilih. Contractor's maintenance of insurance as required by this Agreement shall not be
construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's
recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with
respect to the City. Any insurance, self-insurance,or insurance pool coverage maintained by the City shall be excess of the
Contractor's insurance and shall not contribute with Contractor's insurance.
6.3. Additional insured. Verification. The City shall be named as additional insured on all commercial general
liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of
insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At
the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of
premiums or fees of such policies. if Contractor's insurance policies are "claims made," Contractor shall be required to
maintain tail coverage for a minimum period of three(3)years from the date this Agreement is terminated or upon project
completion and acceptance by the City,
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement.
7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this
Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may
be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the
Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of
any public records request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design
specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor
while performing the Services shall belong to the City upon delivery.The Contractor shall make such data,documents,and
files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the
expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession -
of Contractor shall be delivered to the City.
9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently
and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement,and
maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of
all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times,to inspection, review, or
PROFESSIONAL SERVICES AGREEMENT - 3 - Rev.3/2017
CITY OF CiTY HALL
t`
Federal d,
33325 ath Avenue South
FACIE 21IW8y Y: . 98003-(Y325
audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to
monitor this Agreement.
10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and
that the Contractor has the ability to control and direct the performance and details of its work, the City being interested
only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick
leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an
incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its
employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all
protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible
for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The
Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement.
Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a
secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment
contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify
the City and complete any required form if the Contractor retired under a State of Washington retirement system and
agrees to indemnify any losses the City may sustain through the Contractor's failure to do so.
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services
during the Term for other entities or persons; however, such performance of other services shall not conflict with or
interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in
favor of the City. Contractor confirms that Contractor does not,have a business interest or a close family,relationship with
any City officer or employee who was, is, or will be involved in the Contractor's selection, the:negotiation, drafting,
signing,administration of this Agreement,or the evaluation of the Contractor's performance.
12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made
possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its
subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any
person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin,
marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity,
or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide
occupational qualification in relationship to hiring and employment. This requirement shall apply, but riot be limited to the
following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60
RCW,Title VI of the Civil Rights Act of 1964;the Americans With Disabilities Act, Section 504 of the Rehabilitation Act
of 1973, 49 CFR Parts 21, 21,5, and 26, or any other applicable federal, state, or local law or regulation regarding non-
discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or
agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this
Agreement conflict with any language in this Agreement, the terms of' this Agreement shall prevail. The respective
captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to
modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared
invalid, inoperative, null and void,or illegal shall in no way affect or invalidate any other provision hereof and such other
provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement
that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as
having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended,
waived,or modified except by written agreement signed by duly authorized representatives of the Parties.
13.2 Assignment and Beneficiaries.Neither the Contractor nor the City shall have the right to transfer or assign,
PROFESSIONAL SERVICES AGREEMENT -4 -
Rev.3/2017
CITY of CITY HAL,
y t• _, 332225 zth Avenue South
t 1 , a Federal Way.;+'.•'A 98003-6325
253; 835-7000
571: 1'+:i i l'OIIPUti't711 rciy(017)
in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. if
the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and
effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and
obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and
assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person
or entity shall have any right of action or interest in this Agreement based on any provision set forth herein.
13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all
applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions,
regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation
of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this
Agreement, this Agreement may be rendered null and void,at the City's option.
13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the
Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the
addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the
notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted
in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for
under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies
available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the
covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or
more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the
same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately
upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as
a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and
interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute,difference
or claim arising from this Agreement, the exclusive means of resolving that dispute,difference,or claim, shall be by filing
suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the
parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a
suit, then suit may be filed in any other appropriate court in King County, Washington.Each party consents to the personal
jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an
inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its
legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals,
in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit
the Parties' rights to indemnification under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and
warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had
signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in
making proof hereof, it shall only be necessary to produce one such counterpart.The signature and acknowledgment pages
from such counterparts may be assembled together to form a single instrument comprised of all pages of'this Agreement
and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have
executed a counterpart of this Agreement shall be the"date of mutual execution"hereof.
[Signature page follows]
PROFESSIONAL SERVICES AGREEMENT - 5 - Rev.3/2017
4111416. Cil v of CITY HALL
Federal a 33325 8th Avenue South
Federal'qday, X8003-032'3
(253) 835-7000
S',11Al t'1i1'offL jtvaJ ' V C(')
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY: ATTEST:
IIP •
Iliala&iv
Ji r 'errell, Mayor ,tep . lie Courtney, CMC, ity lerk
DATE: / °liZ Y APPROVED AS TO FORM:
J. Ryan Call, City Attorney
ADURO, Inc.:
Printed Name: DCx.C` ' \
Title: CC)
DATE: \a y 1 \`"6
STATE OF WASHINGTON )
) ss.
COUNTY OF Y-‘n U
On this day personally appeared before me ' -eir �h 4e , to me known to be the
C E O of c O v that executed the
foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of
said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was
authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said
corporation.
GIVEN my hand and official seal this q day of DeeCcmbe_( , 201&
'`�p11{IIIII u,,,,/
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YPtp„ Notary's signature , A- ��1�
•,.... ... .. t, Notary's printed name 'Lu 0.,S 5j max(!
b. l s. = Notary Public in and for the State of Washington.
I4& N± My commission expires k(301 a(YD
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PROFESSIONAL SERVICES AGREEMENT - 6- Rev.3/2017
CITY OF CITY HALL
Federal ';r
33325 8th Avenue South
Federal 'Jay, 98003-6325
(253 i oo35-7000
Oh1.p. OP}
Exhibit A
Statement of Work
This Statement of Work("SOW")is governed by the terms of the Master Services Agreement referenced above(the
"MSA")and entered into as of the Effective Date thereof. Terms used herein and not defined will have the meaning
set forth in the MSA. In the event of any conflict between this SOW and the terms of the MSA,the terms of the MSA
will govern.
ADURO Product Suite
1. ADURO Health, Productivity,Engagement and Incentive Platform.
1 1 Well-Being Assessment,which covers motivation,health risks,job
performance/productivity factors and emotional health (WellMetrics data integration
optional)
1.2 Social and Individual Engagement Features,including social challenges and peer
support/competitions,goal setting and tracking,email reminders,feedback loops and
behavioral economics features. These are delivered via the web, mobile apps,devices and
more.
1.3 Targeted Resources and Content, including routing to engagement features in our
system and other benefits and services available to your users.
1.4 Reporting and Dashboards for assessment data,engagement,challenges and
incentives.
1.5 Incentive and Fulfillment Features include data feeds provided for incentive
management.
1.6 Relevance Features include configurable program elements(e.g. enrollment structure,
branding,widgets,workflows, incentives, reporting,challenges,resources and health,well-
being and productivity content).
1.7 Standard Data Integration Features. Standard data integrations are defined as a data
connection created between ADURO and CLIENT or a CLIENT-contracted external vendor
such as eligibility,incentives and biometrics in ADURO supported file formats.Including
optional SAML 2.0 Single Sign On,automated data transfers to authorized partners.
1.7.1 As part of base PEUPM fee,ADURO offers clients standard file integrations such
as eligibility,incentives and biometrics based on client size:ADURO clients with
<2500 eligible users receive three(3)standard complimentary integrations.
CLIENT to use ADURO standard file format. Import data integration assumes file
will be sent in ADURO standard configuration. For each data integration,
ADURO has 3 standard import file formats including eligibility,standard points
award and standard WellMetrics. Each import file is considered a single data
integration,requiring processing,file validation and operational maintenance.
1.7.2 ADURO has 6 standard export file formats including WellMetrics,Incentive
Points Summary, Incentive Points Reward, Incentive Points Log,Assessment,
and Challenge Analytics. Each export file is considered a single integration.
ADURO controls the export files.
1 7.3 For Complex Integrations or non-compliant format integrations, additional fees
will apply.Any changes to the integration source will be considered a new data
integration.Any changes to files including vendor or key identifiers including
employee ID, SSN or employer email domain,will need to be reviewed by
ADURO and may incur fee(s)specified in the Fee Schedule. Non-standard
configuration or custom files can be provided at a professional services rate
(refer to Fee Schedule). Any additional data integration import or export is
available at the rate specified in the Fee Schedule.
2018 Master Services Agreement-Confidential
CITY OF CITY HALL
33325 Sth Avenue South
Fe ,i Federal ti ap :,A 98003-6325
(253) 635-7000
ADURO
1.8 Non-Standard Data Integration Features. Non-Standard data integrations are defined as
a data connection created between ADURO and CLIENT or a CLIENT-contracted external
vendor such as third party program integrations. Including optional SAML 2.0 Single Sign
On,automated data transfers to authorized partners.
1.8.1 As part of base PEUPM fee, ADURO offers clients non-standard file
integrations such as third party program file integrations: ADURO clients
with <2500 eligible users receive one (1) non-standard complimentary
integrations.CLIENT to use ADURO standard file format.
1.8.2 For additional non-standard data integrations or non-compliant format
integrations, fees will apply. Any changes to the integration source will be
considered a new non-standard data integration. Any changes to files
including vendor or key identifiers including employee ID, SSN or
employer email domain, will need to be reviewed by ADURO and may
incur fee(s) specified in the Fee Schedule. Non-standard configuration or
custom files can be provided at a professional services rate (refer to Fee
Schedule). ADURO reserves the sole and exclusive right to assess
whether an integration is classified as standard or non-standard. Any
additional data integration import or export is available at the rate specified
in the Fee Schedule.
1.9 Compliance with HIPAA, GINA and SSAE 16 SOC II standards; provided'however, that
CLIENT is responsible for ensuring that the design of any programs ro and all incentive rams meet
applicable compliance requirements. CLIENT represents and warrants that all CLIENT
generated content,required notices and user consents comply with all Applicable Law,
2. ADURO Human Performance Coaching Programs(Optional service—applicable only if selected on Master
Services Agreement Form.)
Multi-modal access to Human Performance coaching addressing a variety of topics, including but not limited to
the following:nutrition,stress management,tobacco cessation,weight management and more. Eligible users
must personally initiate contact with this service.Once service has been initiated,Eligible users will have access
to a combination of telephonic 1:1 coaching,group webinars,or coaching services via the ADURO App.
2 1 Telephonic,Web-based and App-based Coaching. ADURO shall provide preventive
health,wellness and productivity coaching education,and referral services("Services"),to
CLIENT employees nationwide(all 50 U.S.states and the District of Columbia).Eligible
Users will have unlimited inbound access to the health and productivity coaches. Eligible
Users must personally perform initial contact with a coach via email or online/App
registration for a coaching program. Rates subject to change if CLIENT,at any time,
requires coaching or offers a specific incentive tied solely to coaching activity. Incentives
include but are not limited to cash,gift cards,premium deferential or HSA/HRA
contributions or greater than 30%of the total points economy. Results-based incentive
plan designs which offer coaching engagement as an alternative to meeting WeIlMetrics
standards are priced separately.
2.2 Participant Access. Eligible Users must personally perform initial contact with a coach via
email or online/ADURO App registration for a coaching program.ADURO coaching
services are closed on the following days: New Year's Day,Memorial Day,4th of July,
Labor Day,Thanksgiving Day,the day after Thanksgiving and Christmas Day:Participants
will have access to coaching via online platform,WeIlMetrics event, campaign,challenge or
secure email.
2.3 Participant Communications.ADURO provides CLIENT access to marketing and
promotion materials via Brand on Demand(training also provided)for CLIENT distribution,
See Brand on Demand for more details.
2018 Master Services Agreement•Confidential
CITY OF CITY HALL
�� r 33325 Sth Avenue South
I � af � Federal Way.WA 98003-6325
„t (253) 835-7000
tivci 'offtderaiway.com
•
2 4 Educational Programs. As the employee educational component of the Services,
ADURO may,at its sole discretion,provide CLIENT employees with the appropriate copies
(free of charge)of educational materials covering the following topics which may include:
Alternative Care,Aging,Cardiovascular Risk Factors,Diabetes, Exercise, Nutrition,Pre-&
Post-Natal, Smoking Cessation,Stress,Weight Management,and Productivity.
2.5 Educational Materials. ADURO will make a reasonable effort to provide the educational
materials described above, or to provide materials with comparable content. However,at
its sole discretion,ADURO may eliminate or substitute educational materials.
2 6 Health and Productivity Team Background.ADURO's employee coaching is staffed by
ADURO personnel who have proven education, including an undergraduate degree or
equivalent,background and experience in one or more of the fields of public health,
kinesiology,health science,corporate wellness,fitness,physical therapy,nursing,and
counseling. ADURO Coaches are familiar with,and knowledgeable about preventive
health and wellness issues. All ADURO Coaches complete a training program that
provides them with specific coaching skills that they use on a day-to-day basis to provide
effective assistance to the CLIENT's employees
2 7 Health and Productivity Team Training. ADURO Coaches are trained on proprietary
software that allows for activity tracking,goal setting,survey launches,secure messaging
and automated reminder tools that allow for a better coaching experience. The Coaches
are additionally trained to utilize the Application assessment,dashboard and incentive
protocols.
3. Onsite Human Performance Coaching. (Optional service—applicable only if indicated on Master Services
Agreement Cover Sheet.)
3.1 Onsite Coaching. ADURO shall provide onsite health and productivity Coaches at select
locations. The ADURO onsite Coaches will be responsible for workshops,seminars and
onsite coaching programs. The Coaches will also be available for one-to-one coaching
either in person or through telephonic or instant chat,facilitate the wellness champion's
network and participate in wellness committee meetings.
3.2 Background,Recruiting and Training. ADURO will hire,train and manage the onsite
Coaches. Onsite Coaches will have the same background as outlined in 2.6 of the SOW
along with a history of event coordination. The Coaches will complete a 30-day training at
ADURO's headquarters in Redmond,WA,remotely attend weekly coaching meetings and
quarterly trainings located at ADURO headquarters.
3.3 Locations. ADURO wilt staff the designated locations initially with one Coach at each.
Additional Coaches and locations may be mutually agreed upon at a future date.
3.4 Travel Expenses. ADURO will charge an upfront fee to cover recruiting,travel and initial
training. Ongoing,ADURO will pass though pre-approved travel expenses.
3.5 Employment Status,Taxes and Benefits. The onsite Coaches will be W-2 full-time
employees of ADURO. ADURO is solely responsible for all payroll liabilities,taxes and
benefits.
4. Tobacco Incentive 1 Surcharge Program:This program is used when an employer wants to provide an
incentive or manage a surcharge for tobacco users. Optional service,applicable only if indicated on Master
Services Agreement Form.) CLIENT must choose either Multi-modal or 1:1 Telephonic Coaching.
4.1 Breathe Easy Program: Multi-Modal: Case rate per participant will apply. Participants
may access this program by attending a Group Webinar,via the App,or 1:1 telephonic
coaching session. The participant must complete a total of 6 interactions of either a group
webinar or 1:1 telephonic or a combination of both. After each interaction they must fill out
2018 Master Services Agreement-Confidential
CITY OF CITY H LL
[�° e!h Avenue 5auth
Fe d e r o f [1{�C.?' av Federal . z L. 96003-6325
4,0t1, A DUP
a survey for it to count as a completed session. This program includes program,appeals,
medical appeals and monthly reporting.
4.2 Breathe Easy Program: 1:1 Telephonic: Case rate per participant will apply. Participants
may access this program by attending 6 1:1 telephonic coaching sessions.After each
interaction they must fill out a survey for it to count as a completed session. This program
includesro ram appeals,medical appeals and 9 pP ppea s a d monthly reporting.
5. ADURO WellMetrics Health Screenings. (Optional service,applicable only if indicated on Master Services
Agreement Form.)
6.1 WellMetrics Tests. ADURO will perform the following tests;Total cholesterol, HDL,LDL,
triglycerides and glucose. In addition to the blood tests,ADURO will perform the following
physical WellMetrics tests:blood pressure,heart rate and BMI(or equivalent body
composition
test).
6.2 Onsite Testing. The blood tests will be performed onsite using the fasting finger-stick
method or venipuncture as mutually agreed by CLIENT and ADURO
6.3 Program Concierge.When using the finger-stick method,each participant will have the
opportunity to discuss results immediately after they have been processed with a health
professional at the Program Concierge station.The consultation is private. The participant
will leave with an unidentified scorecard.This service is not applicable to the venipuncture
method of collection.
6.3.1 If CLIENT has purchased Human Performance coaching services,the
program concierge will include an overview of the CLIENT's specific
program offerings and option for direct enrollment into a Human
Performance coaching program based off of the individual results.
6.3.2 Program Concierge not included for Small Site Wellmetric event(s).For
Small Site events,this service can be purchased
as a bu -up for
an
additional fee.
6.4 Event Staffing.ADURO will supply the screening staff to complete the onsite services,and
the personnel will: (1)possess current state license/registration and/or certification;(2)
possess CPR
certification;(3)be certified in the ADURO Health ealth Screeners Network.
6.5 Communication Resources.ADURO will provide CLIENT with"Do you Know Your
Numbers"assets including Poster,Email and Branded Scheduler page,in advance of the
first onsite WellMetrics testing event.
6.6 Online Scheduling.ADURO also will provide access to an online scheduler,which allows
users to register and receive reminder emails 3 times before a WellMetrics testing'event.
These reminders will be delivered at 7 days and 1 day before each event,as well as 1 hour
before the participant's appointment. The reminders will include instructions on how to best
prepare for the tests.
6.7 Health Provider Screening Forms.CLIENT may elect to allow employees to send in a
health provider screening fax form from a recent visit. A standard form and toll-free fax
number will be provided by ADURO. Results received via fax of health provider form will
be transferred into the Application assessment and incentive reward by ADURO using
secure API protocols within 72 business hours of receipt.
6.8 WellMetrics Home Test Kits.CLIENT may elect to allow employees to use an at home
WellMetrics test kit. This service Includes an online order form,WellMetrics kit fulfillment,
return postage,lab processing and population of results into the Application assessment
within 24 hours of receipt to ADURO during business hours.
2018 Master Services Agreement-Confidential
r�. CITY OF CITY HALL
r33325 8th Avenue South
Federal Federal Way.WA 99003-6325
(25",)035-7000
wwoy coni
6.9 Lab Voucher.CLIENT may elect to allow Eligible Users to have the WellMetrics tests
performed at a local LabCorp lab, This service includes a Lab Voucher that may be
downloaded and printed from the Vendor application,taken to a local LabCorp lab to have
the test performed. The data will be populated in the Vendor assessment within 24 hours
of the most recent data upload from lab.Test includes lipid profile,glucose,and body
composition
6.10 ADURO Onsite WellMetrics Testing Inclement Weather Policy.In the case of inclement
weather, it is the responsibility of CLIENT to cancel the event.ADURO will make every
reasonable effort to continue on with an event until notified by CLIENT. If an Event is
cancelled by CLIENT due to inclement weather, CLIENT is responsible for all non-
refundable costs(such as Lead travel).ADURO reserves the right to cancel an event due
to safety concerns related to the weather at any time.ADURO will make every reasonable
effort to reschedule a cancelled event within 30 days of original date.
6, Description of Incentive and Health-Contingent Programs.(Health-Contingent Program optional—applicable
only if indicated o Master Services Agreement Form.)
7.1 Health-Contingent Program:This is a program where participants'WellMetrics values are
directly tied to premium differential or HSA/HRA. ADURO will consult on best practices on
program design and will fully manage the incentive,appeals, and Reasonable Alternative
Standards(RAS)process.
7.1.1 Multi-Year Design. ADURO will consult with CLIENT to create a 3-year
outcomes-based incentive design,which allows the group to step into a program
where employees'premiums,HSA/HRA contributions are tied to healthy
WellMetrics standards.
7.1.2 Compliance. ADURO will maintain compliance with HIPAA,ERISA,DOL,
PPACA, EEOC.
7.1.3 Reporting. ADURO will create a standard report for outcomes-based incentives
to deliver for fulfillment of incentives.
7.1.4 Healthy Standard Program Compliance. If CLIENT uses WellMetrics tests to
affect health plan design or premium deferential,CLIENT is solely responsible to
maintain compliance with section 7 of ERISA and HIPAA rules regarding Results
Based Programs. ADURO will not be responsible for any violations of the general
benefit discrimination rule(29 CFR 2590.702(b)(2)(i))or violations of general
premium discrimination rule(29 CFR 2590.702(c)(1)).
7.1.5 Onsite Test Results. Results from the onsite test will be transferred by ADURO
into the Application along with incentive rewards 24 business hours after the date
of the onsite test. This data will be transferred by ADURO to the Application using
secure API protocols. If no cellular data is available,test results will be available
after 48 business hours.
7.1.6 Reporting of Test Results. See Fee Schedule.
7 2 WellMetrics Standard Values. ADURO will use National Institutes of Health(NIH)
standards as the default values in the Application;these values will not be changed.If
CLIENT would like to utilize different values for incentives,CLIENT will need to furnish a
table of values along with the reference source.
2018 Master Services Agreement-Confidential
CITY OF CITY HALL
Federal 33,�25otlt hvenue South
Federal Way.'.:'+.:A 98003
(253) 035-70u0
ADURO
7.3 Participant Incentive. If WeIlMetrics standards are used to calculate premium deferential,
CLIENT agrees that if only employees are eligible to participate,the amount of the reward
must not exceed 30%of the cost of the employee-only coverage under the plan. If
employees and any class of dependents are eligible to participate,the reward must not
exceed 30%of the cost of coverage in which an employee and any dependents are
enrolled.
7.4 Minimum Testing.If WeIlMetrics standards are used to calculate premium differential,
CLIENT agrees to offer results based testing at least one time per year with respect to
ERISA(CFR 2590 702(f)(2)(iii)).
7.5 CLIENT-Initiated Communication. If WeIlMetrics standards are used to calculate
premium differential,CLIENT agrees to disclose the availability of a reasonable alternative
standard in all program materials describing the program. If plan materials merely mention
that the program is available,without describing the terms,this disclosure is not required
ERISA(CFR 2590.702(f)(2)(v)),
7.6 Amazon Gift Code Fulfillment Program. ADURO has the ability to access ACI Gift
Cards, Inc., a subsidiary of Amazon.com, Inc.,for the purchase and distribution of Amazon
Gift Codes to employees of CLIENT as rewards or incentives for achieving certain goals set
by CLIENT as part of the ADURO Services. If CLIENT decides to establish a gift code
incentive program for its Eligible Users,then CLIENT will pay,in advance of the Access
Date,to ADURO an amount(to be negotiated between ADURO and CLIENT(the"Funding
Amount")to cover Amazon Gift Codes that are to be earned by CLIENT's Eligible Users. If
the amount paid to ADURO is insufficient to cover Amazon Gift Codes earned by CLIENT's
Eligible Users,then ADURO will have no obligation to arrange for the purchase and
distribution of Amazon Gift Codes to Eligible Users unless and until CLIENT pays additional
amounts to ADURO. If Eligible Users earn less in Amazon Gift Codes than is paid by
CLIENT,then ADURO will refund the balance to CLIENT upon request. In the event the
parties cannot agree on a Funding Amount,ADURO shall have no obligation to arrange for
Amazon Gift Codes for Employees/Eligible Employees.'ADURO will not be obligated to
advance money to CLIENT to purchase Amazon Gift Codes under any circumstances.
This program may shall be further governed by terms of service agreed to by CLIENT
Employees or Eligible Users and ADURO and by policies and procedures for the program
adopted by ADURO from time to time to the extent(which will be communicated to
CLIENT).
8. Design and Implementation of Health Management Program.
8.1 Program Provide CLIENT a custom-branded evidence-based Wellness Initiative that is
specifically designed to engage the employee population,to stimulate sustainable
behavior change and to provide CLIENT with aggregate data about the health and
productivity of its workforce.
8.2 Account Management Provide program consultation to optimize the Wellbeing Initiative,
keeping CLIENT current on Health and Wellbeing best practices(in partnership with
consultants/brokers where appropriate)including Strategy&Operating Plan development
&execution,incentive design,and marketing&communication strategy.Ongoing program
operations meetings occur to review performance metrics, user feedback,and program
adjustments.Annual analysis and recommendations regarding program evolution.
• Meeting Schedule:Account Manager will meet with client one time per
quarter and be available in between quarterly meetings via phone and
email. Each meeting will include a review of program engagement,
• service(s)utilization,and finalization of quarterly phase components of
Configuration Suite and Communication Suite.Additional meeting
requests by CLIENT will be considered by the Account Manager on an
2018 Master Services Agreement-Confidential
CITY OF CITY HALL
s3'25 8thAvenue South
Iy fli FedEral'v':ay,WA 9x00',-6325
(253; 635-7000
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as-needed basis.Additional meetings related to the planning and
execution of Wellmetric services may also take place.
• Collaboration and Program Administration Tools and Systems: CLIENT
agrees to utilize collaboration tools and related systems(Client Center,
Brand on Demand)per training provided by ADURO to facilitate
formalizing strategy decisions,the editing of documents and other
collateral materials, and to perform general program administration
duties.
• Program Administration Assistance:
1.Billing: CLIENT agrees to direct all invoice or billing questions
to Billing(d1ADUROLife.com. If the CLIENT inquiry is not
acknowledged within 72 hours,CLIENT will inform the Account
Manager and request assistance.
2.Program Assistance:CLIENT agrees to direct all end-user
participant(i.e.,employee,spouses)questions&issues,or
general system,eligibility file and/or and data quality issues to
;(!riA or via the c oni.Ict Stippoil widget
(?)in Client Center. If CLIENT submission is not acknowledged
within 72 hours,CLIENT will inform Account Manager and
request assistance.
• Strategic Operating Plan: CLIENT and ADURO will develop,execute
and evaluate a strategic operating plan which outlines CLIENT program
specific objectives, key results,and strategy on an annual basis.
• Reporting Schedule:See Schedule A-1 Fee Sheet for additional details.
c 01: Program year-end and year-over-year with cohort
analysis. Report provided.
G 02:Comprehensive engagement metrics in current program
to-date
O 03:Program year-to-date and strategic planning for next
program year. Report provided.
a 04:Comprehensive engagement metrics in current program
to-date
O Additional Wellmetrics Reporting:Current program year
screening results and risk stratification available on-demand.
Wellmetrics Aggregate Reporting provided at next scheduled
quarterly meeting.Report provided.
• Requests for Onsite Program Support:Please see A-1 Fee Schedule or
request additional information on the services&fees related to onsite/virtual
coaching presentations,health fair attendance or onsite strategy meetings.
Account Management services outlined in this agreement are understood by
CLIENT to be facilitated virtually through commercially standard means such
as online conferencing systems,teleconferences and collaborations tools&
systems
• Client Satisfaction Surveys. CLIENT agrees to make a good faith effort to
complete the ADURO-distributed Client Satisfaction Survey annually to bi-
annually.
2018 Master Services Agreement-Confidential
>> CITY OF CITY HALL
ede
F rat Way 3325 8th.venue South
Feaeral'v:'ay.%:'A 9£,C?U3r,35
(253) 835-7000
O ADURO
8.3 Platform Configuration Suite
Program and Incentive Strategy
• Program structure and incentive design will be discussed annually during
designated program strategic planning initiatives(Program"Refresh"). Final
decisions will be made according to the timeline established by the Account
Manager and agreed upon by the CLIENT. Changes to either program structure
or incentive design outside of the annual strategic planning period may not be
permitted.
Challenge Calendar ADURO will recommend 60 wellbeing/social/environmental
challenges(timing to be decided upon with CLIENT—year-long,monthly,quarterly, etc.).
• The Challenge Calendar is divided up into four(4)phases—1 per
quarter.
• Refresh:Final edits(up to 2 rounds allotted)of ADURO standard
challenges will need to be provided according to Refresh planning
deadline. One master library challenge will he updated,however if
CLIENT wants to take that same challenge and modify it for various
sub-groups or locations,etc. CLIENT will be charged standard hourly
custom design rate.
• Year-long:After the initial finalization of Challenge Calendar,additional
edits may be managed and facilitated by CLIENT via the Challenge
Calendar Builder.
• CLIENT may supply a photo(s)for designated programming provided
that its legal counsel attests to CLIENT's authority to use such photo in
connection with the Services.
Custom Challenges Maximum of six(6)additional custom-designed, CLIENT-specific
challenges in a program year including title,photo,tracking,challenge description,
content,resources and points.
• Two(2)year-long custom challenges and one(1)custom challenge per
phase are available per standard Challenge Calendar. Phase-based
Custom Challenges do not carry over into other phases if not utilized.A
Custom Challenge Request Form will be completed by CLIENT and
Account Manager. Upon finalization of Custom Challenge Request
Form,ADURO requires a minimum of thirty(30)days to design,
configure and launch the challenge.
8.4 Communication Suite
• Smart Notifications: Standardized,platform-driven emails sent to users
throughout the program year to facilitate program engagement. CLIENT
to work with Account Manager during Refresh planning efforts to
designate which notifications should remain enabled or disabled(if
applicable).
• Custom Emails:ADURO will provide CLIENT 4 custom emails as
described below.Client provides email content and ADURO will design
and send out email. Request a minimum of 15 day's notice prior to
send date. One round of revisions. If more than one round of revisions
is needed CLIENT will be charged standard hourly custom design rate
▪ Email 1:Day of Refresh email template provided with
CLIENT's program specific details.
• Email 2: One week post-refresh email provided with CLIENT's
program specific details.
• Emails 3 and 4: CLIENT may request two custom emails to be
written,designed and distributed in collaboration with their
Account Manager.
2018 Master Services Agreement-Confidential
CITY OF CITY HALL
retu33325 8th Avenue South
iy Federal Way,WA 98003-6325
(253) 535-7000
t»t at!cityalhaci6t hwoy.corn
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9. Marketing, Design and Brand.
9 1 Brand on Demand Marketing tools & resources provided via ADURO Brand on Demand
(CLIENT-managed access to the ADURO Brand on Demand). Brand on Demand is a
robust online communications resource for building promotional materials and assets to
market your wellbeing program. Brand on Demand includes a collection of templates for
various communication channels to support the CLIENT's marketing campaigns and
engagement needs,which may include the following:
• Streamlined,web-based templated materials
• On demand, 24/7 access to branded program collateral,assets&
campaigns;
• Includes CLIENT's core branding elements(fonts,colors,logos,
images);
• Editable templates with sections to add in imagery,copy,logos,as the
CLIENT chooses;
• Order printing and fulfillment directly from the site or download. Printing
and fulfillment costs are not included in the ADURO's communications
package.Associated costs will be billed directly to the CLIENT from
Bolger;
• Materials and assets ties back to annual marketing calendar.
• Standard asset sizes: Poster:11x17, Flyer:8.5x11, Postcard:4.25x6,
Table Tent: 5x19, Monitor slide:4:3 size and 16:9 size
9.2 Configuration Suite
Logo/Banner/Incentive Images:These brand elements remain unchanged unless
photography of employees,in which annual replacement of photos is permitted. Edits of
brand elements will take place upon renewal or every three years, whichever is greater.
Log-In Promotional Box:Standard design elements from ADURO Library.One designed
annually for each program year.
Home Page Promotional Boxes(4):
• 1 of the three 3 boxes: Custom per phase-specific theme and changed
quarterly. Developed,configured and launched in collaboration with the
Account Manager
• 2 of the 3 boxes: CLIENT will select themes for these promo boxes
during annual Refresh strategy and planning activities.These themes
will be implemented throughout the program year according to the
planning scheduled recommended by the Account Manager and
approved by the CLIENT.
9.3 Custom MarketingServices Anybrand or communication design services desired
9 by
CLIENT after the initial implementation period are Additional Services that may be available
from ADURO only upon mutual execution of an Order Form for Additional Services.
12. Refresh Period Planning for next year's program begins approximately 90 days prior to the current Program End
Date.
12.1 Refresh Strategy.ADURO will discuss with CLIENT:Review of current program year;
realignment of program goals; incentive design strategy;program engagement and
assessment outcomes and key insights(as well as coaching and WellMetrics if used as a
service);discuss product roadmap and new features;continue strategic multi-year
planning;WellMetrics events for upcoming program year.
2018 Master Services Agreement-Confidential
CITY OF CITYHALL
?,y�v e ra W 'ay
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'" �4 c �,' SII -s r c.c vY:3::-F132F;
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12.2 Project schedule will be shared with CLIENT. CLIENT and Account manager will
determine service level agreements related to decision making, response time and other
important deadlines.
12.3 Operating Plan, Configuration Suite,and Communication Suite will be developed by
Account Manager and agreed upon by CLIENT by the agreed upon project schedule
deadlines,
12.6 Site will be in maintenance mode fora minimum of two(2)weeks during program reset to
allow for program configuration.During maintenance mode,the site will remain up;
however,only administrator access will be enabled.
2018 Master Services Agreement-Confidential
ctt y or CITY HALL
' p Feder Avenue South
Way Federal
t'.ay,WA 98003-6325
(253) 835-i000
:41,cit;r(federaii u;,,,con;
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Exhibit B
Service Level Agreement
1.Scope of Support.
This schedule documents the standard that ADURO provides for delivery of the APPLICATION including levels of
service and communication methods to CLIENTs,
2.Application Site Availability.
The website where ADURO provides access to the Application(the"Site")will be made available to CLIENT twenty-
four hours a day,seven days a week less(i)scheduled network,hardware or service maintenance with notice to
CLIENT at least 72 hours in advance and to Eligible Users at least 48 hours in advance;(ii)downtime caused by the
acts or omissions of CLIENT or CLIENT's employees,agents,contractors,or vendors,or anyone gaining access to
the Site by means of CLIENT's or Eligible Users'passwords or equipment; (iii)failures or malfunctions of any
equipment or services provided directly or indirectly by CLIENT; (iv)a failure of the Internet,power outages,natural
disasters, or data communication failures;or(v)the occurrence of any event that is beyond ADURO's reasonable
control(collectively,the"Excusable Downtime").ADURO guarantees that the Site will be available to CLIENT at
least 99.5% of the time during each month,excluding Excusable Downtime("Uptime Commitment").Compliance
with the Uptime Commitment and calculation of Outages(as defined below)will be measured on a calendar month
basis. The Uptime Commitment percentage will be calculated by dividing the total number of minutes in which there
were no Outages during an applicable month(excluding Excusable Downtime)by the total number of actual minutes
in that month(also excluding Excusable Downtime),and then subtracting the resulting number from 1 and multiplying
that amount by 100; i.e ,a calculation using the following formula: 1-(total Outage minutes in a month/total minutes
in said month less Excusable Downtime)x 100("Actual Uptime"). "Outage"means any Problem Severity Level 0
incident that is not resolved within the target resolution time set forth below and is measured from the time the
incident is reported in accordance with this Schedule until access to the Application is restored.
ADURO will provide at least three(3)business days'prior notice of any scheduled downtime If ADURO fails to satisfy
the Uptime Commitment during any month,then ADURO will issue a credit to CLIENT's account equal to the
percentage of the monthly Application Access Fee for the month in which the failure occurs corresponding with the
Actual Uptime for that month:
Actual Uptime %Credit of Application Access Fee
Less than 99.5 1%
CLIENT must notify ADURO of any downtime by emailing support@ADUROlife.com within 72 hours of an outage in
order to be eligible for the credit. If ADURO fails to satisfy the Uptime Commitment during any month,then ADURO
will issue a credit to CLIENT'S account equal one(1%)percent of the monthly ADURO Product Suite Access Fee for
the month in which the failure occurs corresponding with the Actual Uptime for that month.
If CLIENT has paid an annual ADURO Product Access Suite Fee,the monthly fee will be 1/12 of the annual fee. Any
credit issued under this Schedule may be applied to future Application Access Fees owed by CLIENT,but in no event
will ADURO be required to issue a refund for any unused credits. All credits must be used within 12 months.
CLIENT acknowledges and agrees that the foregoing credit will be its sole and exclusive remedy for ADURO's failure
to comply with the Uptime Commitment in this Section.
3.Site Notifications.
ADURO will use commercially reasonable efforts and means to communicate notices about planned maintenance,
Site outages, and other events. ADURO will add CLIENT's support and daily point of contact to the ADURO client
email distribution list unless otherwise instructed in writing by CLIENT. If CLIENT would like to change its contact
information,CLIENT must notify ADURO by emailing suopoI1d=adurolifc.com. In the event CLIENT declines to permit
any personnel to be added to the Email Newsletter, ADURO may, but shall not be required to,provide an alternative
means of notification of planned maintenance,Site outages and other events relating to the Application.
2018 Master Services Agreement-Confidential
c.f t Y or CI1' HALL
AzitZ Pedes 13,325 o^th Avenue 5putl'
Federal Feaeral Way, VVA C.18.00343:32.5
(253) 835-7000
4® ADURO
In event of formal support cases the Clients listed below will be responsible for submitting support requests to
ADURO. If these names change the client must notify ADURO by emailing st jncrvc-ADUi:Uld.._c;,n3
Client Daily Point of Contact Name: 1 Phone Number Email:
Jean Stanley, HR Manager 253-835-2532 lean.stanlay(;0:,ity.-4..-cieralvvay.corri
Julianne Briggs, HR Assistant 253-835-2531 wli mnr 1 n_(K is r7 c typffe_ier�it•ray corn
Client Support Contact Name: Phone Number Email:
Same as above
4.Change Request Process.
If CLIENT would like to recommend a change to the Application,the requests should be submitted by email to
stdpp_p t uyiDUROlife.c.:r.
ADURO requests that requests for changes include:
•CLIENT Name
•Category
•Nature of the Request
•Date Change is requested
ADURO has no obligation to make changes to the Application except as needed to resolve Problems reported under
Section V.
5. Problem Severity and Response Time.
5.1 Process for Problem Submission.
CLIENT must notify ADURO of Problems(defined below) by email to support ADUROIife.corn or via
the Feedback and Support Widget link that is available on pages within the Site. If problems are not
resolved by ADURO following the process outlined below, CLIENT may escalate the issue by
contacting ADURO management in the following order:
1) Account Manager
2) Senior Account Manager or Director
3) Solution Engineer
4) Chief Technology Officer
5) Sr.VP, Operations&Client Experience •
CLIENT's Problem notification must include:
• CLIENT name and CLIENT contact and contact information
• Detailed description of the Problem
• CLIENT's proposed Problem Severity Level(based on the definitions set forth below)
5.2 Response time. '
ADURO will use commercially reasonable efforts to respond to Problem notifications and target problem
resolution based on the Problem Severity Level according to the following:
Level 0
Initial response within 60 minutes following ADURO's receipt of notification. Target resolution is 1
business day after receipt of notification.
Level 1
Initial response within 4 hours following ADURO's receipt of notification. Target resolution is 2 business
days.
Level 2
Initial response within 1 business day following ADURO's receipt of notification. ADURO will Provide
CLIENT a target resolution timeframe in its response.
2018 Master Services Agreement-Confidential
CITY HALL_
CITY OF 33335 8th,avenue South
Federai Way Federal Way,WA 98003-6325
(253) 835-7000
t'','r'l L'r::/fyiVieder4/110)!COPi
Level 3
Initial response within 3 business days following receipt of notification. ADURO will provide CLIENT a
target resolution timeframe in its response.
For notices submitted to ADURO outside of ADURO's standard business hours,the notice will be
deemed received and initial response and target resolution times will be measured starting at the
beginning of ADURO's next business day(e.g.,a submission after hours on a Tuesday will be received
Wednesday morning and submissions after close of business on Friday will be received Monday, unless
Monday is a holiday).
5.3 Problem Definitions.
Problem Severity Level 0:
Major Business Impact—means a problem with the Site that prevents a majority of CLIENT's Eligible
Users from accessing the Site or using a critical feature(e.g.,data cannot be secured or backed up)
and there is no available workaround.
Problem Severity Level 1:
Significant Business Impact—means a problem with the Site where Eligible Users can access the Site
but performance is significantly impaired and/or operation is considered severely limited and no
workaround is available.The problem has one or more of the following characteristics:
• Internal software error,causing the Site to fail,but restart or recovery is possible.
• Severely degraded performance.
• Important functionality is unavailable,yet the Site can continue to operate in a restricted fashion.
Problem Severity Level 2:
Minor Business Impact—means a problem that causes minimal loss of Site access or impaired
performance The impact of the problem is minor or an inconvenience, such as a manual workaround to
restore functionality.The problem has one or more of the following characteristics:
•A software error for which there is a workaround.
• Minimal performance degradation.
• Software error requiring manual editing of Provider/Employer Administration settings,database
query to correct a data inconsistency,or upload of CSV or XML files to work around a problem.
Problem Severity Level 3:
No Business Impact—means a problem that causes no loss of Site access or impaired performance.
The impact of the problem has one or more of the following characteristics:
•A software enhancement for which there is a workaround.
• Documentation or screen layout error.
6.CLIENT Responsibilities.
In order for ADURO to provide the support services described in this Schedule,CLIENT must:
• Provide ADURO with documentation and information requested by ADURO in order to enable ADURO
to reproduce Problem or incident;
• Upon reasonable advance notice,allow ADURO appropriate onsite access to CLIENT's computers
that CLIENT uses to access the Application;
• Provide ADURO with remote access to the CLIENTs systems and reasonable assistance,as
requested by ADURO to enable ADURO to provide support remotely;
• Provide ADURO with reasonable assistance, if requested;and
• Provide CLIENT's Eligible User credentials in order to enable ADURO support staff to login to Site as
CLIENT.
7. Support Exclusions.
ADURO will not be obligated to provide any of the following as part of support services under this Schedule:
• Support for software or hardware other than the Application;
• Onsite support services;or
2018 Master Services Agreement-Confidential
CITY Or CITY HALL
At0444.- Federal
:ay
33325 8th Avenue South
3f. -
fi325
ADURO
• Support for the ADURO Service if(a)it has been repaired,tampered with,altered or modified:(b)
problems resulted from use with any hardware or software not provided by ADURO: (c)any uses not
expressly authorized by the Documentation were undertaken.
ADURO may refuse to provide support where,in ADURO's reasonable opinion,a condition exists that represents
a hazard to the safety of its employees,contractors or agents.
2018 Master Services Agreement-Confidential {!
, CITY OF CITY HALL
°¢ 33325 8th Avenue South
yy Federal Way,WA 98003-6325
(253) 835-7000
.r.nrcittax�t.erafn�,Jcr�m
Exhibit C
Compensation
Projected Program Access Date: 1/3/19 Contents
Renewal Agreement ®Schedule A-1 -Fee Schedule
►o4 Master Services Agreement
Agreement Effective Date: 1/1/19 Is Exhibit A-Statement of Work
®Exhibit B-Service Level Agreement
Parties ® Exhibit C-Compensation
"ADURO"
ADURO, Inc. Optional Services
17425 NE Union Hill Rd, Suite 100 0 Onsite Human Performance Coaching
Redmond,WA 98052 0 Onsite Human Performance Workshops&Webinars
(866)
i 9 -2433 0 Health-Contingent Program
9060
�; �ROlift corn 0 Tobacco Incentive/Surcharge Program
❑ Diabetes Prevention Program(Revive1M)
►1 WellMetrics®Health Screenings
"CLIENT ® Health Provider Screening Form
City of Federal Way 0 LabCorp Voucher
Human Resources ❑Home Test Kits
33325 81h Ave South ❑ Enhanced Data(Claims,SSO) Specify
Federal Way,WA 98003-6325 ❑Amazon Gift Code Fulfillment Program
Eligible User Matrix Check box for those who are eligible.
User Types Estimated Headcount
® Employees 360
® Spouses/Domestic Partners/Adult Dependents 64
Total Estimated Eligible Users 424
ADURO Services
CLIENT will pay ADURO the amounts set forth below in accordance with Schedule A-1 (the"Fee Schedule")and Article 5,
"Payment."
CLIENT agrees to purchase the ADURO Product Suite described in Schedule A
pursuant to the ADURO Terms and Conditions attached as the Master Services
ADURO Product Suite Agreement("ADURO Terms").ADURO will invoice CLIENT for ADURO services
on the Effective Date listed above and CLIENT will pay ADURO the fees and any
applicable sales tax as set forth below and in accordance with the payment terms
of the Professional Services Agreement.
Fee Amount
Monthly Fee:
ADURO • $3.50 Per Eligible User Per Month ("PEUPM")
Health, Productivity,
Engagement and Incentive Subject to adjustment per the ADURO Terms.
Platform Recurring Monthly Fees due in arrears along with any applicable sales lax:
Invoices received by the ei of the month will be processed for payment on the 1 eh
of the month:Invoices received by the 23rd of the month will be processed for
payment on the last day of the month.
2018 Master Services Agreement-Confidential
CITY OF CITY HALL
FederatWay3'�3 `8th -, �s',lic _cath
*,
4444 F cera) %Nay 98003-5325
c.28.3 835-7000
ADURO
Monthly Fee:
0 ADURO Human
Performance Coaching: 2019 Subject to adjustment per the ADURO Terms.
Recurring Monthly Fees due in arrears along with any applicable sales tax:
Invoices received by the 8`6 of the month will be processed for payment on the i?'
of the month;Invoices received by the 23'd of the month will be processed for
payment on the last day of the month.
El ADURO Set-Up Fee One-Time Fee: Not applicable
Schedule A-1
Fee Schedule
Optional Services
As elected on cover sheet
Human Performance Programs
Lifestyle Management Coaching
Item Fee Schedule Description&Terms
❑Health-Contingent Health-Contingent Program Recurring monthly In arrears
Program: $0.50 PEUPM
Set-Up Fee
❑ My Health Matters Equal to 2 months'Health-Contingent Program,
(Metabolic Syndrome) PEUPM,in addition to Initial ADURO Set-Up
Fee.Due at time of contract or LOI signing,
Outside WellMetrics upon receipt of invoice.Nonrefundable
❑Additional integration;
see Data for fee
❑Tobacco Multi-Modal Coaching: Billed monthly for each registered participant.
Incentive/Surcharge $125 per participant
Program: Breathe Easy
Telephonic 1:1 Coaching
Choose one of the options only:
below: $250 per participant
0 Multi-modal
❑Telephonic 1:1
Coaching
PROFESSIONAL SERVICES AGREEMENT - 17 - Rev, 3/2017
/ CITY OF CITY HALL
� t�'�, 53325 8th Avenue South
vi—. j ' it !9 Federal`delay;\+:'A 98003-53'25
(253) B35-7000
111 ll 4i4VW CJt ?fledernlwW corn
�X' '.A I)t 1'- `�
Tailored Human $1600+travel(if applicable) A Human Performance coach can provide a
Performance tailored coaching workshop either onsite or
Workshops&Webinars virtually in the areas of Health&Fitness, Money
&Prosperity,Growth&Development,or
Format Contribution and Sustainability.
El Onsite Workshop
Quantity: Maximum:4 hours
❑Online Webinar Travel Expenses(if applicable)
Quantity: Travel for 1 ADURO Coach from Headquarters
in Redmond,WA to site. Travel includes air,
hotel,auto and per diem.Pass-through charges
based on standard GSA per-diem rates at time
of travel. Invoiced monthly in arrears.
WellMetrics®
Health screening programs&service options
' Item Fee Schedule Description&Terms
Onsite Events Onsite WellMetrics Fee Onsite WellMetrics Fee
The WellMetrics screening $45 per screened participant Invoiced monthly in arrears along with any
event services are described applicable sales tax. Fees for each event
further in the Statement of $2,500 Minimum Event Fee scheduled are based on the greater of the
Work, number of Eligible Users that participate in the
Onsite WellMetrics Deposit event or 80%of CLIENT's estimate of projected
® Fingerstick $0:Waived participation.CLIENT will have opportunity to
❑Venipuncture adjust and confirm final participation numbers
Onsite WellMetrics Change 30 days before the event.The minimum fee per
Standard Panel Fees event is$2,500`. "Event"means an onsite
®Total Cholesterol $250 administrative fee for each WellMetrics screening event of no more than 8
0 Triglycerides of the following changes consecutive hours.
® LDL requested by CLIENT less than
® HDL 21 days prior to the scheduled Onsite WellMetrics Deposit'
® Blood Pressure Event date:time change(date Waived due to municipal requirement of only
1 Blood Glucose changes are considered paying for services received and replaced with
®WHtR,BMI rescheduled events) the following:Within one (1)day after
(2)Heart Rate completion of the onsite screening event(s),
ADURO will invoice Client for 100%of the fees
Expanded Panel— Onsite WellMetrics Travel owed for services based on the actual number
Venipuncture only Expenses of eligible employees that participated.
El HbA1c Travel for ADURO Event Leads
❑ Cotinine (s)Travel includes air,hotel, Cancellation Fee:If the Event date is
❑Vitamin D auto and per diem. Pass- rescheduled or cancelled between 15 and 30
❑Thyroid Liver through charges based on days prior to the scheduled date, 50%of the
0 Benzene standard GSA per-diem rates at Minimum Event Fee will be incurred; 100%of
time of travel. the Minimum Fee will be incurred any event
cancelled less than 15 days prior to the
Expanded Panel and Cotinine scheduled date.
Additional Services Testing:Pricing available upon
❑Oral Cotinine request. Onsite WeliMetrics Change Fees
Invoiced monthly in arrears
Onsite WellMetrics Travel Expenses
Client will be notified prior to incurring any
Event Lead travel expenses and either confirm
expenses or reschedule events to minimize or
eliminate additional travel expenses.
PROFESSIONAL SERVICES AGREEMENT - 18 - Rev. 3/2017
CITY Or CITY HALL
33325 8th AverueFedeSouth
r Way Federal JVa,,,VeA 98003-6325
t253i 035.7000
ADUPO
Invoiced monthly in arrears
*Small Site Event option available. Minimum
event fee$1,000.Thirty-two(32)participants
max.per event.Additional information available
1 upon request.
®Health Provider 2019:$3 per form Invoiced monthly in arrears along with any
Screening Form applicable sales tax.
Lab Partner Voucher $65 per voucher redeemed Invoiced monthly in arrears
El Blood and Physical Tests
®Home Test Kit Fee $55 per kit ordered Invoiced monthly in arrears
Other Services
❑Marketing&Design $200 per hour. Separate design quote will be provided upon
Services request for additional design work outside of the
Statement of Work.
Total invoice amount due upon receipt
PROFESSIONAL SERVICES AGREEMENT - 19 - Rev. 3/2017
CITY Ot CITY HALL
1' rjew.* 33325 8th Avenue South
t { y Federal Way;1^JA 98003-6325
(253) 835-7000
5+lL'.•'LU.cantfI ier'A/try CDM
(,','t
Onsite Strategy Meeting:
Onsite Support:Wellness $200 per hour+Travel Statement of Work to be provided.
Fair Staffing and/or Minimum of$1,000.
Strategy Meetings Health Fair:
Minimum of 5 hours.
❑Onsite Health Fair Staffed by ADURO representative.
Support ADURO provides tablecloth and computer to
assist participants with registering for program.
❑Onsite Strategy Meeting CLIENT to provide information or giveaways
they would like promoted.
Travel Expenses CLIENT is responsible for
ADURO representative travel expenses.Travel
includes air,hotel,auto and per diem.Pass-
through charges based on standard GSA per-
diem rates at time of travel.Invoiced monthly in
arrears
Reporting and Data Integrations
Item Fee Schedule Description&Terms
Standard Reporting: Onsite WellMetrics Aggregate Standard reporting provided on-demand via
On-demand Reporting Client Center based on selected services and
Included with purchase of product configurations. Reporting is not
WellMetrics services. available for<20 participants in accordance
Includes with HIPAA law. Review of data incorporated
®
WellMetrics Year-Over-Year Reporting into Reporting Schedule,
®Assessment with Cohort Analysis
® Engagement Included with purchase of Onsite WellMetrics Aggregate Reporting
Coaching WellMetrics services. 1. Post-Screening Wrap-up:Includes
participation, participant satisfaction,etc.
Coaching Reporting 2. Reporting:Current program year
Included with purchase of screening results and risk stratification
ADURO Human Performance available on-demand.Weilmetrics
Coaching services. Aggregate Reporting provided at next
scheduled quarterly meeting. Report
provided.
Year-Over-Year Reporting with Cohort
Analysis
This reporting will include the standard
WellMetrics aggregate report data with the
year-over-year changes.Additionally,a cohort
analysis will be performed.
Coaching Reporting
Coaching reporting includes enrollment,
engagement,completion and satisfaction
metrics.
Reporting Schedule:
• Q1: Program year-end and year-over-year
with cohort analysis.Report provided.
• 02: Review comprehensive engagement
metrics in current program via Client
Center.
• 03: Program year-to-date and strategic
planning for next program year. Report
provided.
PROFESSIONAL SERVICES AGREEMENT - 20 - Rev.3!2017
CITY OF CITY HALL
33325 8th Avenue South
hlFeFederal Vi 1�,4 98003-6325
Way
r:2 3i 335-700C
cor.,
ADURO
• Q4: Review comprehensive engagement
metrics in current program via Client
Center.
Custom Reports Custom Reporting
❑Specify Custom Reporting Defined as reporting that is not available on-
0 Specify $200 per hour demand.A separate quote including scope of
work will be provided.
Invoice due upon receipt.
All Reporting
Reporting is not available for<20 participants in
accordance to HIPAA law.
Standard Data Integration Each additional integration: A separate quote, including scope of work,will
$200 per hour be provided.
Options Minimum$2,000
❑Additional data Invoice due upon receipt.
integration Non-compliant format:
$200 per hour ADURO offers 3 standard file integrations such
❑ Non-compliant format as eligibility,incentives and biometrics
Non-Standard Data Each additional integration: A separate quote, including scope of work,will
Integrations $200 per hour be provided.
Minimum$6,000
Options Invoice due upon receipt.
❑Additional data
integration Non-compliant format: ADURO offers 1 non-standard file integrations
$200 per hour (such as third-party program file integrations).
0 Non-compliant format
❑SSO(Single Sign-On) Flat Fee: $8,000 A separate quote including scope of work will
Integration be provided.
Additional$200/hour
development cost applied for Invoice due upon receipt.
complex integrations.
Incentive Fulfillment
❑Amazon Gift Code $0.15 PEUPM Invoiced monthly in arrears
Fulfillment Program $3000 One-time Set-Up fee
Pre-paid by CLIENT on or before Access Date.
Prefunding by CLIENT. Amount
based on expected%of annual
redemption.
Quoted pricing and fees for services not purchased or executed as part of a client's initial agreement are valid for 120 days from
Program Access Date. Pricing and fees are subject to change thereafter.
PROFESSIONAL SERVICES AGREEMENT -21 - Rev.3/2017
a CITY OF CITY HALL
at 7 33325 3th Avenue South
e "'`fits+ ���
Bd+' Federal\Nay,WA 98003-6325
(25Z' S35-7000
;v;vtV) AD IU
)I/'
Master Services Agreement
THIS MASTER SERVICES AGREEMENT(the"ADURO Terms"),entered into as of the Effective Date,is made by and on behalf of
between ADURO, Inc. ("ADURO")and CLIENT, both identified on the attached Cover Sheet.
RECITALS:
WHEREAS, CLIENT desires to have ADURO provide services through its Internet-based Well-Being Management Application,
Consulting Services, Coaching Services,WeilMetrics Testing and CLIENT Website and Communication Materials for all eligible users of
CLIENT during the initial and subsequent terms of this Agreement.
WHEREAS,ADURO shall provide comprehensive assistance to CLIENT's employees,who have needs and concerns
regarding overall Well-Being and Preventive Health and Wellness,
Whereas,ADURO has licensed Limeade, Inc.'s Well-Being Management Application.
NOW,THEREFORE,the parties hereto agree as follows:
Article 1. DEFINITIONS
1.1 "Access Date" means program launch date.
1.2 "Application"means ADURO's Internet-based Well-Being Management Application,which is licensed from Limeade Inc.
1,3 "Business Day"means any weekday,except statutory holidays as normally observed in Redmond,WA,USA.
1.4 "CLIENT"means that legal entity identified on the Cover Sheet and the entire group of employees,across all business locations
of CLIENT,within the Territory.
1.5 "Effective Date"means the date set forth in the Master Services Agreement Cover Sheet.
1 6 "Eligible User"means all individuals identified as Eligible Users in the Eligible User Matrix in the Master Service Agreement
Cover Sheet. No Eligible User will be under 18 years of age.
1.7 "Eligibility File"means an encrypted,electronic file,populated by CLIENT,containing information about potential Eligible
Users,including name,email address,mailing address,Social Security number and other information,or some subset of that
information
1 8 "Employee"means all benefit-eligible current employees of CLIENT, All spouses/domestic partners/dependents eligible for
ADURO products and services also are included in this definition,
1.9 "Estimated Eligible Users"means the total Eligible Users initially estimated by CLIENT on the Master Services Agreement
Cover Sheet.
1.10 "Master Services Agreement Cover Sheet"means the document signed by ADURO and CLIENT that references these
ADURO Terms and describes the Services to be provided by ADURO and the fees that will be paid by CLIENT to Limeade for
those services
1.11 "PEUPM" means the Per Eligible User Per Month fee set forth in the Fee Schedule(as may be adjusted pursuant to these
ADURO Terms)for access to the ADURO Product Suite.
1.12 "Services"means the services covered under this Agreement and as described in any applicable Statement of Work("SOW").
1 13 "Territory"means the United States of America.
PROFESSIONAL SERVICES AGREEMENT -22 - Rev. 3/2017
CITY OF CITY HALL
rpyp t'� s 33325 8th Avenue South
Federal Way 1';A 98003-6325
4,253? 835-700C
oot ADURO
Article 2.SERVICES AND PAYMENT TERMS.
All services and payment terms and conditions are set forth in the Statement of Work,attached hereto as Exhibit A. CLIENT
may request Additional Services at any time during the Term using the Order Form for Additional Services.
Article 3.CONFIDENTIAL INFORMATION.
3.1 Confidential Information Defined. "Confidential Information"means any oral,written,graphic or machine-readable
information relating to CLIENT or its business, including,but not limited to, information regarding the business, research,
technical data,products,services,current or future plans for products or services,markets and marketing,finances,employees
(including employee compensation), patents,patent applications,developments,software, inventions,discoveries,designs and
drawings,formulae, regulatory information,clinical data and analyses,protocols, biological materials,scientific or medical
reports, processes,business plans,and confidential agreements with third parties;provided, however,that notwithstanding the
above, Confidential Information shall not include information that ADURO can demonstrate by competent written proof:
i. was in the public domain at the time it was disclosed or has entered the public domain through no fault of ADURO;
ii. was known to ADURO,without restriction,at the time of disclosure,as demonstrated by ADURO's files in existence at the
time of disclosure;or
iii. is disclosed with the prior written approval of CLIENT.
This Section 3.1 shall not restrict ADURO from disclosing Confidential Information that is required to be disclosed pursuant to
an order or requirement of a court,administrative agency,or other governmental body;provided, however,that ADURO shall
provide prompt notice of such court order or requirements to CLIENT to enable CLIENT the opportunity to seek a protective
order or otherwise prevent or restrict such disclosure.
3.2 Nondisclosure of Confidential Information. ADURO agrees not to use any Confidential Information that has been disclosed
to ADURO for any purpose other than to carry out discussions concerning,and the undertaking of, the Services being provided
under this Agreement. ADURO shall not disclose or permit disclosure of any Confidential Information to any third party(except
agents or employees of ADURO subject to the nondisclosure obligations below and/or any agreements including equal or more
restrictive nondisclosure obligations).ADURO agrees that it has taken and shall take all reasonable measures to protect the
secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the
possession of unauthorized persons other than ADURO.Such measures include,but are not limited to,the highest degree of
care that ADURO utilizes to protect ADURO's own Confidential Information of a similar nature,which shall be no less than
reasonable care. Any employee or agent of ADURO who is given access to any such Confidential Information must have a
legitimate"need to know"and shall be similarly bound in writing. ADURO further agrees to notify CLIENT in writing of any
actual or suspected misuse,misappropriation or disclosure of the Confidential Information,which may come to ADURO's
attention. ADURO represents that it has not breached and will not breach any agreement to keep in confidence proprietary
information,knowledge or data acquired by ADURO in confidence or trust prior to the commencement of performing the
Services for CLIENT,and ADURO represents that it has not and will not disclose to CLIENT,or induce CLIENT to use,any
inventions,confidential or proprietary information or material belonging to any other party without appropriate authorization
therefrom.The provisions of this Paragraph shall survive the expiration or termination of this Agreement.
3.3 Protected Personal Information Defined. As used in this Agreement,Protected Personal Information shall include any
identifying information about an individual person and shall include,but not be limited to the following:the first and last name of
any individual person;the physical address,post office box address,and email address of any individual person;the telephone
number,facsimile number,and cell phone number of any individual person;the Social Security number,tax identification
number,employee identification number,driver's license number or state-issued identification card number of any individual
person;the employer of any individual person.
3.4 Protected Health Information Defined. As used in this Agreement,Protected Health Information shall include and have the
same meaning as that term is defined and used by the Health Insurance Portability and Accountability Act of 1996(HIPAA)and
any amendments and regulations promulgated thereto.
PROFESSIONAL SERVICES AGREEMENT -23 - Rev. 3/2017
city ovCITY HALL
Fe rfi era 33325 8th Avenue South
� ,ylray Federal Way,WA 98003-6325
(253) 835-7000
:: VU
r 'Cit ofln
otiornfiVij'co/
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3.5 Information Privacy; Legal Compliance. ADURO and the CLIENT will comply with all applicable state and federal laws and
regulations regarding the privacy, security and confidentiality of Protected Personal Information and Protected Health
Information,including the receipt,storage,processing, use and transmission of such information,while performing under this
Agreement,including but not limited to the Employee Retirement Income Security Act of 1974(ERISA),the Health Insurance
Portability and Accountability Act of 1996 (HIPAA),the American with Disabilities Act(ADA),and all amendments and
regulations thereto, and all applicable state security breach notification laws.
3.6 Use of Information and Data. CLIENT's information and data is proprietary to CLIENT. The Protected Personal Information
and Protected Health Information of Employees is private and confidential. Except as required or allowed by applicable law,
ADURO will not disclose to any affiliate,agent,subcontractor or third party any Protected Personal Information or Protected
Health Information or other data that is identifiable to CLIENT or its Employees,provided however,that ADURO may disclose
and share such information with the licensor of the Application in accordance with Section 4.1, below,so long as said licensor
has agreed in writing to adhere to nondisclosure obligations to protect said information similar in all material respects to the
restrictions and requirements of this Agreement,To the extent permitted by law, CLIENT shall permit ADURO to use data
obtained from CLIENT and its Employees to prepare statistical analyses,provided that ADURO will not reveal information
identifiable to'any person and that such data is only in de-identified,aggregate form. ADURO shall be responsible for ensuring
that any reuse of de-identified CLIENT or Employee data conforms to federal and state laws and regulations regarding privacy,
security and confidentiality of Protected Personal and Protected Health Information. ADURO shall promptly report to the
CLIENT and, as required by law to any Participants,any violations, unauthorized use and/or disclosure of Protected Personal
Information or Protected Health information, and any loss,breach or theft of Protected Personal Information and Protected
Health Information in connection with the Services.
Article 4.THE APPLICATION.**
4,1 CLIENT Use of the Application, ADURO grants to CLIENT,during the Term so long as CLIENT complies with its obligations
under this Agreement,the right to:(i)access and use the Application in accordance with the accompanying terms and
conditions of use published on the Application(the"Documentation"),solely for the purpose of demonstrating it to Employees;
and(ii)permit Employees located in the Territory to access the Application via a web browser over the Internet,to use the
Application. ADURO will provide access to the Application only to those Employees who provide a unique user identification
name and password on the entry page to the Application. The Application is licensed to ADURO by Limeade,Inc. CLIENT
grants Limeade the right to use and disclose data in aggregated form,submitted by CLIENT and its Employees to the
Application;provided however,that such data shall not be identifiable with CLIENT or any of its Employees.
4.2 Application Terms and Conditions of Use.
CLIENT may not use the Application in any manner that is not described in the Documentation and may not license,sell,rent,
lease,lend,transfer or otherwise provide access to the Application or utilize the Application for the benefit of any third party
other than Employees of CLIENT who accept the Terms of Service published on the Application.
CLIENT may not use the Application in any manner that is contrary to applicable law.
CLIENT will not permit any Employee to share the Application with any other unauthorized individual.
CLIENT may not transfer an Employee's access information and privileges from one Employee to another unless the original
Employee no longer requires and is no longer permitted access to the Application,as a result of which that individual is no
longer an Employee.
CLIENT will not remove, obscure,or alter copyright notices,trademarks,other proprietary rights notices,or any other content of
any kind appearing in the Application or Documentation.
PROFESSIONAL SERVICES AGREEMENT -24- Rev.3/2017
CITY OF CIT1"-i�L
=th f i- c..th
e ILA erQ, ,
p.n
4.0
ADURO
When using the Application,CLIENT will not and will require that its Employees do not,except as permitted by applicable law:
(i)decompile,decipher,disassemble,translate, modify,prepare derivative works of,reverse engineer or otherwise attempt to
access the source code of the Application or incorporate it into any other software or service;(ii)upload any Data or any
content,data or information that is unlawful,harmful,threatening,abusive,harassing,tortious,defamatory,vulgar,obscene,
libelous, invasive of another's privacy or right of publicity, hateful,or racially,ethnically or otherwise objectionable; (iii)infringe
the Intellectual Property rights of any third party(including by uploading Data to the Application); (iv)interfere with or disrupt the
Application software,the systems used to host the Application,other equipment or networks connected to the Application,or
disobey any requirements,procedures,policies or regulations of networks connected to the Application made known to
CLIENT;(v) provide,or make available(other than to an Authorized User),any links,hypertext(Universal Resource Locator
CURL)address)or otherwise to the Application, or any part thereof;(vi)circumvent the user authentication or security of the
Application or any host,network,or account related thereto;(vii)use any application programming interface to access the
Application; (viii)mirror the Application on any server;(ix)make any use of the Application that violates any applicable local,
state, national,international or foreign law; (x)fail to use commercially reasonable efforts to prevent the unauthorized license,
sale,transfer,lease,transmission,distribution or other disclosure of the Application;or(xi)allow any third party to use any user
identification(s),code(s),password(s),procedure(s)and user keys issued to,or selected by,CLIENT or Authorized Users for
access to the Application.
Article 5. PAYMENT
5.1 Rates. Unless there is a delay attributed to ADURO,billing of fees for services(including sales tax,if applicable)as indicated
under ADURO Services and Schedule A-1 shall start upon the Agreement Effective Date. ADURO may adjust the rates and
charges applicable during a Renewal Term by providing CLIENT at least ninety(90)days prior written notice; provided,
however,that if CLIENT has paid any User Access Fees in advance,any increase will be effective on the date ADURO issues
the next invoice to CLIENT.If CLIENT does not provide written notice of objection to any increase in rates and charges
applicable to a Renewal Term within forty-five(45)days after ADURO notice of rate adjustment,the new rates will go into effect
as set forth in the notice.Any additional or alternative changes in rates shall be mutually agreed to in advance and in writing by
both parties prior to commencement of a Renewal Term or any other period for which such rate shall be in effect. Additional
Services requested by CLIENT will be billed on an annual,monthly or as-incurred basis and invoiced by ADURO,as described
in the applicable Order Form(or as otherwise mutually agreed).
5 2 Invoicing and Payment. ADURO will issue invoices via electronic mail to the billing contact in the ADURO Terms. CLIENT
shalt be solely responsible for ensuring that ADURO has current and up to date information regarding its billing contact All
invoices will include User Access Fees,aggregate PEUPM amounts,Sales Tax(if applicable)and any Additional Service Fees
or pre-payment for incentive accounts.Any sales, use or service taxes resulting from the performance of the services that are
identified by ADURO to CLIENT in advance and stated as a separate line item in ADURO's invoice to which such taxes apply
shall be the responsibility of CLIENT.ADURO shall be responsible for and shall pay to the appropriate taxing authority all Taxes
collected from CLIENT.All fees paid and expenses reimbursed under these ADURO Terms will be in U.S.dollars. CLIENT will
pay ADURO an undisputed invoice amount as follows: invoices received by the 8th of the month will be processed for payment
on the 15th of the month;invoices received by the 23rd of the month will be processed for payment on the last day of the month
(unless otherwise indicated in these ADURO Terms), If CLIENT disputes in good faith any invoice,or any part thereof,they will
notify ADURO of such dispute,and the reasons for such dispute, in writing within thirty(30)days of receipt of invoice, CLIENT
will pay any portion of the invoice that is not in dispute as set forth above.The parties will work together in good faith to
promptly resolve any such disputed invoice,within thirty(30)days from notice of dispute ADURO may assess CLIENT a late
fee of 1.5%per month(not to exceed the maximum allowed under applicable law)on all balances not paid when due.CLIENT
agrees to pay any and all costs incurred in the collection of charges due and payable, including reasonable attorneys'fees and
expenses if applicable.ADURO,at its option, may suspend the ADURO Services, in whole or in part,if CLIENT fails to pay any
amount by its due date.CLIENT may also authorize ADURO to initiate an electronic funds transfer("EFT")from CLIENT's bank
account for the payment of invoices,by notice to ADURO(including bank account details). An EFT will be processed by
ADURO at least no sooner than forty-eight(48)hours after the presentation of the invoice to the CLIENT's billing contact,and
hereby authorizes ADURO to initiate an electronic funds transfer from CLIENT's bank account indicated in an amount equal to
the fees set forth in the invoice,as may be increased as set forth in this Section 5.2.All payments made'by electronic funds
transfer will be paid in immediately available funds.
Article 6.TERM AND TERMINATION
6.1 Term. The initial term of this Agreement shall be effective as of the Agreement Effective Date on the cover page of this
Agreement and shall expire twelve (12)months from that date.This Agreement will renew upon successful execution of a new
professional services agreement with the City of Federal Way.CLIENT may terminate this Agreement for convenience by
submitting written notice at least ninety(90)days prior to effective date of early termination.
PROFESSIONAL SERVICES AGREEMENT -25 - Rev. 3/2017
cur OF CITY HALL
.ay 33325 8th Avenue South
Federal Way,WA 98003-6325
(253) 835.7000
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6,2 Default. Upon the occurrence of any default and at any time thereafter during which the default remains unremedied,the non-
defaulting party shall have the right to terminate this Agreement. In addition,if CLIENT is the defaulting party and ADURO
exercises its right to terminate this Agreement,all sums then due up until the date of termination will be owed. A default shall
occur hereunder if either party fails to perform any material provision of this Agreement(including timely payment of any sums
due hereunder)and such failure continues for a period of thirty(30)days after such party's receipt of written notice from the
other party specifying such failure to perform.
Article 7.GENERAL PROVISIONS
7.1 Captions. Captions and headings set forth in the Master Services Agreement and any Exhibits are for convenience only and
shall have no force or effect.
7.2 No Joint Venture. Nothing contained herein shall be construed as creating a partnership,joint venture,or the like between
the parties.
7.3 Privacy of Records. ADURO shall take commercially reasonable steps to establish and maintain adequate procedures to
ensure the confidentiality and privacy of all information under its possession or control pertaining to any Employee. Such
records and information shall not be disclosed or released to anyone without written authorization signed by the Employee,
except when the disclosure of such information is required by applicable law or is made in response to a compulsory legal
process such as a court order. If the foregoing occurs,ADURO will promptly notify CLIENT of such request,to enable CLIENT
the opportunity to seek a protective order or otherwise prevent or restrict such disclosure.
7.4 Cooperation. To the extent that CLIENT is required or requested by federal or state agencies,courts of law,or other
government authorities to submit information,or make any disclosure to Employees regarding the Services,ADURO shall
furnish to CLIENT promptly and without charge any and all information necessary to so report and disclose,and CLIENT shall
be entitled to rely upon the fairness,accuracy,and completeness of any information so furnished by ADURO.
7.5 ADURO Literature. ADURO accepts full responsibility for the content of all ADURO literature distributed to Employees except
for information furnished to ADURO by CLIENT. CLIENT shall review and approve in advance all such literature that involves
CLIENT.
7.6 Intellectual Property. ADURO shall not use the CLIENT's name,trademarks,or logos,or that of any affiliated company,in any
advertising or promotional material,or otherwise,including,but not limited to,any ADURO literature distributed to Employees,
without prior written CLIENT approval.
CLIENT shall not use ADURO's name,trademarks,or logos,or that of any affiliated company,in any advertising or promotional
material without prior written approval of ADURO. Excluding the Application,which is licensed to ADURO,ADURO is and shall
remain the sole and exclusive owner of: (i)all written materials and information distributed by ADURO;(ii)ADURO's website
and all portions thereof,including without limitation all intellectual property rights therein;(iii)all information appearing on
ADURO's website(except to the extent such information is specifically identified as belonging to a third party);and(iv)all
intellectual property related thereto(collectively, the"ADURO Products"). For the avoidance of doubt,any and all CLIENT and
CLIENT Employee information will remain the sole and exclusive property of CLIENT and/or Employee even if information is
included in ADURO's databases. Notwithstanding the foregoing,ADURO's Products are and shall remain the sole and
exclusive property of ADURO,whether they are separate or combined with any other property or materials.CLIENT
acknowledges ADURO's exclusive ownership of the ADURO Products. CLIENT shall take no action that could interfere with or
diminish ADURO's right,title,and interest in the ADURO Products.ADURO's rights under this subsection shall include but shall
not be limited to: (i)all copies of the ADURO Products,in whole and in part;(ii)all intellectual property rights in the ADURO
Products;and(iii)all modifications to,and derivative works based upon the ADURO Products. CLIENT shall place or maintain
any copyright,trademark and similar notices specified by ADURO on any ADURO Products in CLIENT's possession.
ADURO warrants that its name,trademarks,logos,and materials do not infringe upon the intellectual property rights of any third
party. This paragraph sets forth ADURO's sole liability and CLIENT's exclusive remedy for any claim for infringement based on
the Application or arty ADURO Product. Subject to the limits on ADURO's liability for infringement set forth in Section 6.7,
below,ADURO will defend CLIENT against any third party claim and pay any final judgment or settlement in connection with
any such.third-party claim based on a breach of the foregoing warranties to the extent caused by CLIENT's use of the
Application or any ADURO Product. ADURO's indemnification obligations under this Section are contingent upon it being
promptly notified of such claim,having the sole authority(as between CLIENT and ADURO)to defend or settle such claim,and
receiving the reasonable assistance of CLIENT in connection therewith, Notwithstanding the foregoing,ADURO will have no
defense or indemnification obligations hereunder with respect to claims based on: (i)use of the Application except in
accordance with this Agreement; (ii)the combination of the Application or any ADURO Product with any other software or
PROFESSIONAL SERVICES AGREEMENT -26 - Rev.3/2017
CITY OF CITY HALL
Federal Fder lth,Arue9800SeAl
Federal'.''a JA J&QD3-63?5
(25.3,% a:35-7-00D
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40, ADURO
hardware; (iii)modifications of the Application or any ADURO Product not made by ADURO or its Licensor;or(iv)CLIENT's
failure to implement changes recommended by ADURO or its Licensor if the infringement would have been avoided in the
absence of such combination,modifications or failure to implement recommended changes. If the Application or any ADURO
Product is finally determined by a court of competent jurisdiction to constitute an infringement of any U.S. registered copyrights,
issued patents,or registered trademarks of any third party and use of the Application or affected ADURO Product is enjoined,
ADURO will either (x)procure the right for CLIENT to continue to use the Application or the affected ADURO Product as
contemplated hereunder;or(y)replace or modify the Application or affected ADURO Product with a version thereof that is not
infringing. If ADURO determines that none of the foregoing is commercially feasible,CLIENT agrees that ADURO may
terminate CLIENT and the Eligible Users'access to the Application and any and all affected ADURO
Products within five(5)business days after ADURO's written notice and may terminate this Agreement without further liability to
ADURO.This Section states the entire liability of ADURO with respect to infringement of any third party Intellectual Property
rights by the Application or any ADURO Product and ADURO will not have any additional liability to CLIENT with respect to any
alleged or proven infringement,nor shall Licensor have any liability to CLIENT with respect to any alleged or proven
infringement.
7.7 ADURO Referrals to Third Party Service Providers. CLIENT acknowledges that in all cases,information provided to
Employees by ADURO coaches about health and wellness referrals, including but not limited to information about a particular
information agency,resource organization or facility,is not an expressed or implied endorsement of that particular organization
(a"Referred Service Provider")by ADURO.The information on,and description of,any such Referred Service Provider has
been provided to ADURO by that organization.ADURO makes reasonable effort to ensure the accuracy of the information
provided to Employees by Referred Service Providers;however,ADURO cannot and expressly does not guarantee,warrant or
attest to its accuracy.The final decision about any preventative health or wellness arrangement must be and shall be made by
the Employee.Moreover,the quality and appropriateness of a particular preventative health or wellness arrangement must be
solely determined and monitored by Employees themselves.
The relationship between ADURO and any Referred Service Provider is that of independent third party entities. ADURO, its
CLIENTs, agents,and affiliates are not agents,members or affiliates of any Referred Service Provider Referred Service
Providers are solely responsible to CLIENT and its Employees for any and all services that they may provide to CLIENT and its
Employees. ADURO makes no warranties,express or implied,of any kind with respect to the Services provided by any
Referred Service Provider. While ADURO makes every effort to ensure the accuracy of information or the appropriateness of
any referral provided to Employees,ADURO does not and cannot guarantee such accuracy or appropriateness.The decision
must be made only by the Employees themselves. ADURO shall not be liable for the negligence or wrongful acts or omissions
of any Referred Service Provider.
7.8 ** Limitation of Liability, Indemnification. ADURO AND ITS LICENSORS MAKE NO EXPRESS OR IMPLIED
WARRANTIES,CONDITIONS OR REPRESENTATIONS TO CLIENT,EMPLOYEES,ANY AUTHORIZED USERS OR
UNAUTHORIZED USERS OF THE APPLICATION,WITH RESPECT TO THE SERVICES DEFINED IN THIS AGREEMENT,
THE APPLICATION,OR ANY OTHER SERVICES OR PRODUCTS PROVIDED BY ADURO OR ITS AGENTS OR
LICENSORS,WHETHER ORAL OR WRITTEN,EXPRESS,IMPLIED OR STATUTORY. WITHOUT LIMITING THE
FOREGOING,ANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,AND
NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED AND DISCLAIMED. DUE TO THE COMPLEX NATURE OF
SERVICES AND THE APPLICATION SOFTWARE AND THE INTERNET IN GENERAL, NEITHER ADURO,NOR ITS AGENTS
NOR ITS LICENSORS WARRANT THAT THE SERVICES OR THE APPLICATION IS OR WILL BE ERROR FREE,WILL
OPERATE WITHOUT INTERRUPTION, IS COMPATIBLE WITH CLIENT EQUIPMENT AND SOFTWARE
CONFIGURATIONS, OR WILL OTHERWISE MEET THE NEEDS OF CLIENT OR ANY AUTHORIZED USER.
"CLIENT agrees that neither ADURO nor its affiliates,officers,directors,employees,shareholders,agents or licensors will be
liable for any incidental,indirect,special,exemplary,consequential damages or costs,that may arise out of or relate to this
Agreement,the Application,or the Services,including,but not limited to,damages or costs resulting from the use or inability to
use the application or other services provided by Limeade(including loss of time,loss of savings,loss of data,toss of profits,or
loss of goodwill),even if CLIENT has been notified of the possibility or likelihood of such damages or costs occurring,the
limited remedies stated herein fail of their essential purpose,or such liability is based on contract,tort,negligence,strict liability,
products liability or otherwise.
**EXCEPT FOR INDEMNITY OBLIGATIONS, BREACH OF CONFIDENTIALITY OR PRIVACY OBLIGATIONS AND LIABILITY
FOR INFRINGEMENT, CLIENT AGREES THAT IN NO EVENT WILL THE AGGREGATE LIABILITY OF ADURO, ITS
AGENTS,OR LICENSORS,ARISING OUT OF CLIENT'S OR EMPLOYEES'USE OF THE SERVICES OR THE
APPLICATION,EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR OWED BY CLIENT TO ADURO FOR THE
SERVICES AND APPLICATION UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE TIME AT
PROFESSIONAL SERVICES AGREEMENT -27 - Rev. 3/2017
c¢ry er CITY HALL
(r 33325 8th Avenue South
lobe a Federal Way; WA 98003-6325
(253)835-7000
n;tv.iitv0/1edeioriVd).COO]
WHICH THE LOSS, COST,CLAIM OR DAMAGES AROSE. WITH RESPECT TO INDEMNITY OBLIGATIONS, BREACH OF
CONFIDENTIALITY OR PRIVACY OBLIGATIONS AND LIABILITY FOR INFRINGEMENT, IN NO EVENT WILL THE
AGGREGATE LIABILITY OF ADURO, ITS AGENTS OR LICENSORS ARISING OUT OF CLIENT'S OR EMPLOYEES' USE
OF THE SERVICES OR THE APPLICATION EXCEED AN AMOUNT EQUAL TO THREE(3)TIMES THE FEES PAID OR
OWED BY CLIENT TO ADURO FOR THE SERVICES AND APPLICATION UNDER THIS AGREEMENT DURING THE
TWELVE MONTHS PRIOR TO THE TIME AT WHICH THE LOSS, COST, CLAIM OR DAMAGES AROSE.
7.9 Indemnification. ADURO shall indemnify,hold harmless,and defend the CLIENT,its directors, officers,and Employees
against and from any and all claims, suits,losses,damages,settlements, costs,judgments,fines,and expenses(including,but
not limited to, attorneys'fees)relating to any claim arising out of or in any way attributable to the performance of the Services,
herein agreed to; including,but not limited to,any unauthorized disclosures of any records or information made or approved by
ADURO, its agents or Employees. If the CLIENT becomes aware of such claims,it shall promptly notify ADURO of any lawsuit
involving any such claims. The CLIENT shall provide ADURO with reasonable and appropriate information and assistance for
such defense.at ADURO's expense.
7.10 Governing Law, Dispute Resolution,Severability. This Agreement shall be governed by and construed according to the
laws of the State of Washington regardless of anyconflict of law'sprovisions. If a dispute arises under this Agreement,it shall
9 9 p
be resolved in a state or federal court seated in King County, State of Washington;both parties expressly agree that they shall
not contest that venue shall lie with said courts,and consent to the jurisdiction thereof. The prevailing party in any dispute
among the parties shall be entitled to an award of attorney's fees and court costs,up to and through any appeal thereof. If any
provision of this Agreement is found by a court of competent jurisdiction to be unenforceable,that provision shall be severed
and the remainder of this Agreement shall continue in full force and effect.
7.11 Retention of Information,Books and Records. ADURO shall maintain and preserve information concerning Employees and
relating to information requests, referrals and complaints and/or grievances for a period of at least one(1)year from the date of
termination of this Agreement. At the end of the retention period,ADURO shall request CLIENT's approval before disposing of
retained information. If CLIENT refuses to approve disposal,ADURO may deliver all retained information excluding Employee
names to CLIENT at CLIENT's expense,
7.12 Waiver. The waiver of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or a
different provision.
7.13 Employee Interest. ADURO represents to CLIENT(a)that ADURO has not offered or given and shall not offer or give,directly
or indirectly,anything of value to any Employee of any CLIENT which is a part of CLIENT or any representative of CLIENT with
a view to securing this Agreement or obtaining favorable treatment with respect to the performance of this Agreement;and(b)
that,to the best of ADURO's knowledge,no such Employee or representative has any direct or indirect interest in ADURO or its
affiliates; provided that the foregoing shall not be applicable to the interest of such Employee or representatives of CLIENT
arising out of: (1)the holding of securities in a publicly-held corporation amounting to less than five percent(5%)of any class of
outstanding securities of such corporation;or(2)any interest of such Employee or representative of CLIENT as a holder of any
rights relating to a patent where such interest has been previously disclosed to CLIENT. If either such representation is untrue,
CLIENT shall have the right to declare this Agreement null and void or to terminate it,to sue for damages and to take such
other action as may be provided by law. If ADURO obtains knowledge at any time that any such Employee or representative of
CLIENT has a direct or indirect interest in ADURO or its affiliates,it shall immediately inform CLIENT of such fact.
7.14 Insurance. ADURO shall procure and maintain,at its sole cost and expense,a valid policy of insurance in the following
minimum:form and limits. All deductibles or self-insurance retentions are the responsibility of ADURO. ADURO may meet
required surance limits through a combination of primary and umbrella or excess insurance. Any insurance CLIENT may
carry will pply strictly on an excess basis over any applicable insurance the ADURO may carry. Coverage shall not lapse or
be terminated without the insurer's written notification to the CLIENT,delivered by mail,not less than thirty(30)days prior to
any suchlapse or termination.
Where identified below,ADURO shall submit endorsements along with a Certificate of Insurance,ADURO shall provide
evidence of insurance on each insurance renewal date,throughout the duration of the Contract.
Commercial General Liability insurance for third party property damage, bodily injury, personal and advertising injury, and
medical payments in an amount which is not less than $2,000,000 per occurrence and $2,000,000 annual aggregate. The
insurance shall cover liability arising from premises, operations, products completed operations, and liability assumed under an
insured contract. The ADURO's insurance shall be primary and non-contributory with respect to any insurance the CLIENT
carries and apply separately to each insured. CLIENT shall be named as an additional insured and shall provide an appropriate
PROFESSIONAL SERVICES AGREEMENT -28 - Rev.3/2017
41* CITY OF CITY HALL
t1 l3335 3th Avenue South •
Federal Way, :'`A q°003-G32;;
,r>r f25 i
835-700C;
'.i.%it•,y�5'O(,'c'i7ti1 L)' $,.u.
ADURO
endorsement for the CLIENT to approve. The CLIENT shall also receive an endorsement in which the policy of the ADURO
waives all rights of subrogation against the CLIENT.
Automobile Liability Insurance shall be provided in an amount no less than the following on a combined single limit basis for
bodily injury and property damage. CLIENT shall be included as an additional insured on the automobile policy. Coverage is to
extend coverage to all"owned, non-owned, hired, leased, and borrowed automobiles". The limit of insurance shall be no less
than$1,000,000 per occurrence
Professional technology errors and omissions coverage or a suitable cyber insurance policy to account for claims, costs and
expenses, and breach notification costs associated with a release of privately protected identifiable and personal information
(data)to include any data that is protected under HIPAA or any other State or Federal statute. Coverage shall be no less than
$2,000,000 per claim and$2,000,000 in the policy aggregate.
ADURO shall also maintain any statutorily required worker's compensation insurance for all of its team providing Services to the
CLIENT under this Agreement.
7.15 Notices. Any notices required or permitted to be sent hereunder shall be in writing and shall be addressed as follows and shall
be delivered either by personal delivery or by the U.S. mail,facsimile,or email:
Notices to ADURO,Inc.: Notices to CLIENT
17425 NE Union Hill Rd City of Federal Way
Address: Suite 100 Address: 33325 8'"Avenue S.
Redmond WA 98052 Federal Way,WA 98003
Attn Darren White,CEO Attn. Jean Stanley,HR Manager
All notices shall be effective upon receipt,or upon such later date following receipt as is set forth in the notice. Either party
may,by written notice to the other,change the representative or the address to which such notices are to be.sent.
7.16 Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes all previous and
collateral agreements or understandings with respect to the subject matter hereof. No waiver,alteration,amendment or
modification of any of the provisions of the Agreement shall be binding unless in writing and signed by duly authorized
representatives of the parties.
7.17 Public Identification of Customer. CLIENT agrees to using their name and logo on the ADURO website and in other
materials acknowledging this Agreement. ADURO and CLIENT will mutually agree on the terms of a promotional statement
announcing the relationship between the parties set forth in this Agreement,and CLIENT permits ADURO to use Client's name
and logo in standard new customer announcements. ADURO agrees to collaborate with CLIENT on a case study documenting
measurable engagement,health,well-being or productivity improvement or other business or personal outcomes. CLIENT
permits ADURO to share the case study and its analysis with third parties,including on ADURO website,at conferences and in
other forum,with the consent of CLIENT,such consent not to be unreasonably withheld,conditioned or delayed.
**Denotes Limeade, Inc. pass-through terms.
PROFESSIONAL SERVICES AGREEMENT -29 - Rev. 312017
