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AG 19-209 - Aduro, IncUAduro November 17„ 2023 Julianne Briggs HR Analyst 33325 8th Ave S Federal Way, WA 98003 Dear Julianne, As you may know, your service agreement with Aduro signed on October 15, 2019 is set to auto- renew on January 1, 2024. We are writing to you now to provide you with written confirmation of the automatic renewal of services provided by Aduro. All current agreement terms including but not limited to the pricing of services, will remain in effect from January 1, 2024 through December 31, 2024. You are a highly valued client, and we look forward to continuing to support your team. Sincerely, Davkm WGcff2 Dr. Darren White Chief Executive Officer Aduro, LLC 17425 NE Union Hill Road, Ste 100 Phone: Fax: Web: Redmond, WA 98052 (866) 906-2433 (425) 861-9749 adurolife.com U Aduro November 22, 2022 Julianne Briggs HR Analyst 33325 8th Ave S Federal Way, WA 98003 Dear Julianne, As you may know, your service agreement with Aduro signed on October 15, 2019 is set to auto - renew on January 1, 2023. We are writing to you now to provide you with written confirmation of the automatic renewal of services provided by Aduro. All current agreement terms including but not limited to the pricing of services, will remain in effect from January 1, 2023 through December 31, 2023. You are a highly valued client, and we look forward to continuing to support your team. Sincerely, Justin Jed Chief Operating Officer Aduro, LLC 17425 NE Union Hill Road, Ste 100 Phone: Fax: Web: Redmond, WA 98052 (866) 906-2433 (425) 861-9749 adurolife.com Aduro Auto Renewal - City of Federal Via® 2022.11.22 Final Audit Report Created: 2022-11-22 By: Ken Nicholson (ken.nicholson@adurolife.com) Status: Signed Transaction ID: CBJCHBCAABAA1SXK3leXpcXhPcUSlgry7-grBS3EGt23 2022-11-23 "Aduro Auto Renewal - City of Federal Way 2022.11.22" History ti Document created by Ken Nicholson (ken.nicholson@adurolife.com) 2022-11-22 - 9:24:29 PM GMT P4 Document emailed to Justin Jed Qustin.jed@adurolife.com) for signature 2022-11-22 - 9:24:43 PM GMT Email viewed by Justin Jed Qustin.jed@adurolife.com) 2022-11-22 - 9:37:06 PM GMT Document e-signed by Justin Jed Qustin.jed@adurolife.com) Signature Date: 2022-11-23 - 1:06:07 AM GMT - Time Source: server Agreement completed. 2022-11-23 - 1:06:07 AM GMT Powered by Adobe Acrobat Sign I I RETURN TO: T6 067 ' Sian `ew EXT: C35 3 A CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: 4u I'nnp I?-eS 0 a rw- e- 6 ORIGINATING STAFF PERSON: .J CQYI W aet EXT: 0253.2 3. DATE REQ. BY: Q fJ7 I TYPE OF DOCUMENT (CHECK ONE): ❑ 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 jj Q PROJECT NAME: W, % ,.5, / NAME OF CONTRACTOR: �u" 07e, ADDRESS: 1-147S AJc lb lma 1-h1 t E-MAIL:itr«. hoL+7-&A b s[.G-1rRazLzm SIGNATURE NAME: 7 AIRsC" W)a T 'OO 99drnand kWELENIONI (p irbG z433 FAX: TITLE L) EXHIBITS AND ATTACHMENTS :SCOPE, WORK OR SERVICES OMPF.NSATJON I INSURANCE REQUIREMENTS/CF.[iT[F[CXrE� ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: D 110 I s COMPLETION DATE: 12131 I ZD 2Z. TOTAL COMPENSATION $60,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ RETAINAGE: RETAINAGE AMOUNT: PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE PURCHASING: PLEASE CHARGE TO: 50(e ^ 11 aD - 5S-Q - S17- 3b - q 1 D 0. DOCUMENT/CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW I. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED INITIAL / DATE APPROVED r, p mkUffl K, 6—M IL SCHEDULED COMMITTEE DATE SCHEDULED COUNCIL DATE: COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING Q SENT TO VENDOR/CONTRACTOR DATE SENT: _ _g I I� I DATE REC'D: ❑ ATTACH: SIGNATI R[F' AUTI IORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I 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.) INrITIAL / DATE S I GN ED I/LAW DEPARTMENT a C 14 l 8'51`5NATQRY (MAYOR OR DIRECTOR) D CITY CLERK ASSIGNED AG# AG# SIGNED COPY RETURNED DATE SENT: 'IV ;OMMENTS: CITY OF S;�, r". Federal Way CITY HALL 33325 8th Avenue South Federal Way, VVA 98003-6325 (253) 835-7000 m wcl..'ofledemilwycorn 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.: Darren White, CEO 17425 NE Union Hill Road, Ste. 100 Redmond, WA 98052 866-906-2433 (telephone) eric.hatzenbuehlerRadurolife.com The Parties agree as follows: CITY OF FEDERAL WAY: Jean Stanley, HR Manager 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2532 (telephone) (253) 835-2509 (facsimile) coin 1. TERM. The term of this Agreement shall commence upon the effective date of January 1, 2020 and shall continue until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2022 ("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 of 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, after the first anniversary of the effective date, 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 CtIY OF &, Federal Way CITY HALL 33325 8th Avenue South Federal Way, 1NA 98003-6325 (253) 635-7000 ..14'lV. C%� lU'/c" : �. ••; w] f4V.3.Y. CU(I7 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 Sei'V ices 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 nnade on a montlzly basis by the City only after the Services have been pe,'k,rmed. After rec,_,ipt and approval by the e of the vouciJ�:r of itt) L'iwe. a• < of such voucher or inxt,Ice ifl be processed as follows: 1 .:tchti' or invoice ieceived by the 8"' of the nionih will be l)rr,lL:ssed for paytl,e..1t on tllw 1 .) f the month; voucher or invoice received ]n the 23`j of [hk: iriotlth will be processed for payment on the lust day of the month. If the Services do not meet the requirements of thk Aot(:eiment, the Contractor will correct or modify the Nvork to comply with the Areeinent. The City may withhold p�t.\ ttic:nt for such work until the work meets the requirements of the Agreement. 4.3 Nim-.' pi,D)nrs;iIi-on al` Fttr`1q. If sufficient fiends are not appropriated or allocated ::)r payment under this Agreement for -any. future scal period, flit City will not be obligated to make payments foe . s or aitiounts incurred after the end of the current fiscal period, and this Agrcenlent will terminate upon the compk::io t t l ill ref;n 3iaing Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. IN- DEMNIF ICATION. 5.1 Contractor Indemnification. The Contractor agrees to release., indctnnit;, def'4nd, and hold the City, its elected officials, o ficers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, .jctions, suits, causes of action, arbitrations, mediations, proceedings, judgments, a-X ards. injuries, damages, liabilities. taxers, lasses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation e�pen5es 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 CITY OF ... Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 vnvLv cifvoffecieroh vav corn 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 Liabili . 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. CONFII)ENI'IALITY. 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 Fe d e r"511 I CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 twvl v cityatled4mil toy cxn 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. l c AL,L I_ OPPORTUNITY I tiIPLM`ER. 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 not 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. PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 Al&,. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 Aviv cif},offederaii vay.corn 13.2 Assicnment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, 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. �N.it11,L3Nas. 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 CITY OF AN� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) gry, Ll G wtray. cih n(ie•+J�+nr4t,a}! com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF i=1~'DEI" AL WAY: 4- Jim e ell. avor v DATE: ADURO, E Printed Name: _i�� L° y V 1 T" Title: DATE: Z al STATE OF WASHINGTON ) ss, COUNTY OF K 1 ) ATTEST: ww"44K S h ' e Courtney, CM , ity Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me i _ to me known to be the Cf i---(D _ of 44(Zo 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 cporate seal of said corporation. icial seal this _ day' of SEAN M BELL Notary Public state of Washington Notary's signature _ Commission N 177718 Notary's printed name ezr[� My Comm. Expires Feb 1, 2023 - Notary Public in and for the St� t 7ashington. My commission expires —V -- PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 3/2017 [ITV OF "eral Way 1510. '� �• Exhibit A Statement of Work This Statement of Work ("SOW") is governed by the terms of the Master Services Agreement dated January 1, 2020 between CLIENT and ADURO (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. Any capitalized undefined terms in this SOW shall be as defined in the MSA. ADURO Human Performance Suite 1 ADURO Human Performance Suite 1.1 Health, Productivity, Engagement and Incentive Program. The Health, Productivity, Engagement and Incentive Program is delivered via mobile app, web, devices and more. 1.2 Well -Being Assessment. Well Being Assessment which covers motivation, health risks, job performance/productivity factors and emotional health. 1.3 Social and Individual Engagement Features, Social and Individual Engagement Features including goal setting, social challenges, and peer support/competitions, and tracking, reminders, feedback loops and behavioral economics features. 1.4 Targeted Resources and Content. Targeted Resources and Content including routing to engagement features in our system and other benefits and services available to your users. This includes Paths, Practices and Habits challenges and or activities available for active or passive consumption. 1.5 Reporting and Dashboards. Reporting and Dashboards for assessment of data, engagement, challenges activities, incentives and coaching. 1.6 Incentive and Fulfillment Features Incentive and Fulfillment Features include data feeds provided for incentive management. 1.7 Tailoring and Relevance Features. Tailoring and Relevance Features including configurable program elements (e.g. enrollment structure, branding, widgets, workflows, incentives, reporting, challenges, resources and select health, well-being and productivity content). 1.8 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. Standard outbound data integrations leverage ADURO's common data sources and are produced in one of ADURO's standard file layouts as comma delimited or pipe delimited text files. The files transmitted are full files, not change -only. 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 standard file integrations such as eligibility, incentives and biometrics. Please see Fee Schedule for full allocation and pricing details. 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. 12 Master Services Agreement - Confidential 98663973.2 0064029-00006 Federal ADURO_ 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. 1.8.2 For Non-standard 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). 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 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. Integrations which do not leverage ADURO's common data sources and/or are not produced in one of ADURO's standard file layouts as comma delimited or pipe delimited text files. Including optional SAML 2.0 Single Sign On, automated data transfers to authorized partners. 1.9.1 As part of base PEUPM fee, ADURO offers clients non-standard file integrations such as third -party program file integrations. Please see Fee Schedule for.full allocation and pricing details. 1.9.2 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. 1.10 Member and Administrator Support 1.10.1 - is is provided to all Members and Administrators to contact ADURO Support teams for general questions or any issue related to an individual participants program account. 1.10.2 _ is provided to Administrators to contact Tier 2 support directly for issues related to systems, tools, files and data, reporting, or issues as defined in Exhibit B Section V. 1.10.3 ADUROhelp is ADURO's self-service knowledge portal found at ADUROhelp features answers to common questions and provides several alternate methods to contact the ADURO Support team. 1.11 Compliance. Compliance with HIPAA, GINA and SOC II standards; provided however, that CLIENT is responsible for ensuring that the design of any and all incentive programs 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 Paths & Coaching. (Optional service — applicable only if selected on Master Services Agreement Form.). Multi -modal access to Human Performance Paths and Coaching addressing a variety of topics in the areas of health and fitness, money and prosperity, growth and development, and contribution and sustainability. Eligible users must personally initiate contact with a coach via digital registration or email to start the service. Once service has been initiated, Eligible Users will have access to a combination of telephonic 1:1 coaching, email, and group sessions, as well as unlimited access to the Human Performance Coaches as described in this Section. 13 Master Services Agreement - Confidential 98663973.2 0064029-00006 f ITY Of Federal Way U ADURO 2.1 Telephonic and Internet Coaching. ADURO shall provide Human Performance Coaching Services to eligible users nationwide (all 50 U.S. states and the District of Columbia). Eligible users will have unlimited access to the health and productivity coaches. Eligible Users must personally perform initial contact with a coach via digital registration or email 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 1:1 coaching incentivization greater than 25% 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. To access these Services, eligible users may schedule their first 1on1 coaching session through digital registration or email. Coaching and Program Support hours are Monday through Friday from 6 AM to 6 PM (Pacific Time). On weekends, holidays, and at all other times (on a 24-hour basis), employees can send an email to and a response will be given during normal working hours (6 AM to 6 PM Pacific Time). ADURO coaching service is 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 mobile app and web 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. 2.4 Educational Programs. Referred to as Paths, Practices and Habits, the educational component of the Services, ADURO may, at its sole discretion, provide Employees with the appropriate content health and fitness, money and prosperity, growth and development, and contribution and sustainability. 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 Human Performance Team Background. ADURO's Human Performance coaching is staffed by ADURO personnel who have proven education, including an undergraduate degree or equivalent, and background and experience in one or more of the fields of nutrition, fitness, health science, health education, corporate wellbeing, nursing, physiology, human biology, kinesiology, athletic training, physical therapy, psychology, social work, counseling, behavioral science, finance, leadership development, and human performance. 2.7 Human Performance Team Training. ADURO coaches receive 90 days of intensive coach new hire training and ongoing monthly training and mentoring. Coaches are also trained on proprietary software that allows for activity tracking, goal setting, survey management, secure messaging and automated reminders 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 Human Performance Coaches at select locations. The ADURO onsite coaches will be responsible for 1 on 1 coaching either in person, telephonic or chat, based on availability and product selections and configurations. The coaches will be available to conduct workshops, seminars, and onsite coaching programs. They will play an active role with the wellbeing champion's network and serve as a referral source for vendor partners. ADURO will hire, train and manage the onsite coaches. Onsite coaches will have the same background as outlined in Section 2.6 (above) in the SOW along with a history of event coordination. The coaches will complete a 30-day training at ADURO's headquarters in 14 Master Services Agreement - Confidential 98663973.2 0064029-00006 a1, or Federal Way AD RO_ Redmond, Washington, and remotely attend weekly coaching meetings and quarterly trainings located at ADURO headquarters. 3.2 Locations. ADURO will staff the designated locations initially with one coach at each location. Additional coaches and locations may be mutually agreed upon at a future date. 3.3. Travel Expenses. ADURO will charge an upfront fee to cover recruiting, travel and initial training. ADURO will pass through pre -approved travel expenses on an ongoing basis. 3.4 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. Onsite Human Performance Coordinator: (Optional service — applicable only if indicated on Master Services Agreement Cover sheet.). 4.1. Onsite Coordinator. ADURO shall provide onsite Human Performance coordinators to bring deep understanding of ADURO's programs and solutions onsite. The Coordinator will focus on program engagement and culture of wellbeing and they will develop and execute communication strategies. The onsite Coordinator will serve as point of contact for vendor partners related to wellbeing program initiatives. They will work closely with account managers and support to establish best program offerings and drive high touch engagement strategy and culture of Human Performance. 4.2. Background, Recruiting and Training. ADURO will hire, train and manage the onsite Coordinator. Onsite Coordinators will have a history of event coordination. The Coordinators will complete a 30-day training at ADURO's headquarters in Redmond, Washington, and remotely attend weekly coaching meetings and quarterly trainings located at ADURO headquarters. 4.3. Locations. ADURO will staff the designated locations initially with one Coordinator at each location. Additional Coordinators and locations may be mutually agreed upon at a future date. 4.4. Travel Expenses. ADURO will charge an upfront fee to cover recruiting, travel and initial training. ADURO will pass though pre -approved travel expenses on an ongoing basis. 4.5. Employment Status, Taxes and Benefits. The onsite Coordinators will be W-2 full-time employees of ADURO. ADURO is solely responsible for all payroll liabilities, taxes and benefits. 5. Onsite and Virtual Workshops: (Optional service — applicable only if indicated on Master Services Agreement Cover Sheet.). 5.1. Workshop Description: A Human Performance coach can provide a tailored coaching workshop either onsite or virtually in the areas of Health & Fitness, Money & Prosperity, Growth & Development, or Contribution and Sustainability. 5.2. Travel Expenses: CLIENT is responsible for all Travel expenses incurred for onsite workshops. 6. Wellness Fair Staffing (Optional service — applicable only if indicated on Master Services Agreement Cover Sheet.). 6.1. Wellness Fair Staffing Description: An ADURO representative can attend a client's wellness fair to help field questions and promote the Human Performance program. 15 Master Services Agreement - Confidential 98663973.2 0064029-00006 CITY OF Federal Way ') 1 . U ADURO_ 6.2. Requests. ADURO Wellness Fair Staffing and Services must be requested at least 4 weeks in advance of the date of the Wellness Fair. 6.3. Travel Expenses. CLIENT is responsible for all Travel expenses incurred by Wellness Fair Staff. 6.4. Marketing Collateral. Standard Marketing collateral is included. Any custom collateral will incur a custom marketing and/or design fee. 7. Tobacco Incentive / Surcharge Management: This program is used when a CLIENTS 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. 7.1. Breathe Easy Program: Multi -Modal: Case rate per participant will apply. Participants may access this program by attending a Group Webinar or 1:1 telephonic coaching session. The participant must complete a total of 6 practices of either digital, group sessions, or 1:1 telephonic or in -person or a combination. After each interaction they must fill out a survey for it to count as a completed session. This program includes program appeals, medical appeals and monthly reporting. 7.2. 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 includes program appeals, medical appeals and monthly reporting. 7.3. Billing: The case rate fee is triggered when a participant initiates their first coaching program. When participating via one on one coaching, a participant engages during their first session with a coach. In the case of webinars because, it can be live or self -lead, engagement is confirmed via submission of the first survey. 7.4. Compliance. CLIENT is responsible for ensuring that the design of any and all incentive programs complies with Applicable Law. 8, ADURO WeIlMetrics Health Screenings. (Optional service — applicable only if indicated on Master Services Agreement Form). 8.1. WeIlMetrics 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 WeIlMetrics tests: blood pressure, waist circumference and BMI (or equivalent body composition test). 8.2. Onsite Testing. The blood tests will be performed onsite using the fasting finger -stick method or venipuncture as mutually agreed by CLIENT and ADURO. 8.3. Human Performance Concierge. When using the finger -stick method, each participant will have the opportunity to discuss results immediately after results have been processed. The consultation is private. The participant will leave with an unidentified scorecard. This service is not applicable to the venipuncture method of collection. 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 Path based off of the individual results. 8.4, Event Staffing. ADURO will supply the screening staff to complete the onsite services, and the personnel will: (a) possess current state license/registration and/or certification; (b) possess CPR certification; (c) be certified in the ADURO Health Screeners Network. 16 Master services Agreement - Confidential 98663973.2 0064029-00006 LHY Of Federal Way ADURO 8.5. 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. 8.6. 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. 8.7. Health Provider Screening Forms. CLIENT may elect to allow participants to share their medical records with ADURO and/or 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. Only complete and recognizable results successfully received via fax or web submission of ADURO approved health provider forms will be transferred into the Application assessment and incentive reward by ADURO using secure API protocols within 96 business hours of receipt. incomplete or unrecognizable results, use of non -approved health provider forms or use of unauthorized submission channels will not be processed. ADURO will provide Client its approved Health Provider Screening Forms include Physician Fax Forms, Preventative Screening Forms and Appeals Processing Forms. 8.8. 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. 8.9. Lab Voucher. CLIENT may elect to allow Eligible Users to share their medical records with ADURO and/or 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 96 hours of the most recent data upload from lab. Test includes lipid profile, glucose, and body composition. Testing services offered may vary from LabCorp lab. 8.10. Billing for Additional Services. ADURO may issue supplemental invoices for services received in addition to the standard test (which includes lipid profile, glucose, and body composition) or tests otherwise described in the fee schedule, as requested by the client. 8.11. 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. 8.12. ADA/GINA Notice. CLIENT acknowledges and agrees that CLIENT is solely responsible to provide and agrees that CLIENT will provide a copy of the notice required under 29 CFR Part 1630, and obtain a signed copy of the authorization required in connection with the collection of genetic information within the meaning of 29 CFR Part 1635, in advance, from each Employee participating in any onsite screening Event to be conducted by ADURO. 9. Description of Incentive and Health Contingent Management Services. (Health Contingent Management Services are optional — applicable only if indicated on Master Services Agreement Form.) CLIENT is responsible for ensuring that the design of any and all incentive programs complies with Applicable Law. 9.1. Health Contingent Management: 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. 17 Master Services Agreement - Confidential 98663973.2 0064029-00006 CITY OF . Federal Way U ADURO.., 9.1.1. Multi -Year Design. ADURO will consult with CLIENT to create 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. 9.1.2. Compliance. ADURO will maintain compliance with HIPAA, ERISA, DOL, PPACA, ADA, and GINA. 9.1.3. Reporting. ADURO will create a standard report for outcomes -based incentives to deliver for fulfillment of incentives. 9.1.4. 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)). 9.1.5. 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 96 business hours. 9.1.6. Reporting of Test Results. Covered in Fee Schedule. 9.2. 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 and additional fees may apply. 9.3. Health Program Incentive Compliance. If WellMetrics 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 the lowest incentive threshold allowed by Applicable Law, generally 30% of the cost of the employee -only coverage under the plan if one group health plan is offered, or 30% of the cost of the lowest -cost employee -only coverage if more than one group health plan is offered. 9.4. Minimum Testing. If WellMetrics 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)). 9.5. CLIENT -initiated Communication. If WellMetrics standards are used to calculate premium differential, CLIENT agrees to disclose the availability of a Reasonable Alternative Standard (RAS) 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)). 9.6. 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, ADURO will have no obligation to arrange for the purchase and distribution of Amazon Gift Codes to Eligible Users unless and until CLIENT pays such 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 18 Master Services Agreement - Confidential 986639732 0064029-00006 5fn, CITY op Federal Way 7 - ADURO_ 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 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. 10. Design and Implementation of the Health Management Program. 10.1 Service: 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. 10.2 Account Management: Provide on -going program consultation to review and optimize the Wellbeing Initiative, keeping CLIENT current on Health and Wellbeing best practices (in partnership with consultants/brokers where appropriate) including strategic planning, incentive design, marketing, management as well as execution and day to day support. Ongoing program operations meetings occur to review performance metrics, user feedback. and pracdrarrt adjustments. Annual analysis and recommendations regarding program evolution. ti C lir�c Account Manager will meet with client one time per quarter and be available in between meetings via phone and email. Additional meeting requests by CLIENT will be considered by the Account Manager on an as -needed basis. Additional meetings related to the planning and execution of Wellmetric services may also take place with a Wellmetrics Event Coordinator. ::i:,t;r ;�=:;r • �;!Id prt r.1,c3n.i_i_,__I�r n -ar r- Tr:,_,f,, :r, vste; j-: CLIENT agrees to utilize self-service collaboration tools and related program administration systems per training provided by ADURO to facilitate formalizing strategy decisions and to perform general program administration duties. Program Administration Assistance 1. Billing: CLIENT agrees to direct all invoice or billing questions to lir,• 2. Program Assistance for End -User Questions: CLIENT agrees to direct all end -user participant (i.e., employee, spouses) questions & issues to 3. Program Assistance for Program Administration: CLIENT agrees to direct all program administrator questions, like eligibility file/incentive/biometric file/or and data quality issues, to or via the C.-L•i k-,�L_-__�_f. �� t.� ;-� z' : in Client Center. strale-aic Opern,'Inn P!an; 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. rcaram Metrics & Dni,.i tichedulc: See Schedule A-1 Fee Sheet for additional details.. 1. Q1: Program year-end and year -over -year with cohort analysis dashboards available on - demand via Client Center. 2. Q2: Comprehensive engagement metrics in current program to -date dashboards available on - demand via Client Center. 3. Q3: Program year-to-date and strategic planning for next program year. Report provided. 4. Q4: Comprehensive engagement metrics in current program to -date dashboards available on - demand via Client Center. 5. WellMetrics: a. Post Season Review: Event participation, operations overview and satisfaction metrics provided approximately 30 days of final scheduled event. Report delivered. 19 Master Services Agreement- Confidential 98663973.2 0064029-00006 CITY DF -AS Federal Way U ADURO.- b. Additional Wellmetrics Reporting Presentation: Current program year screening results and risk stratification available on -demand. Wellmetrics Aggregate Reporting provided along with next quarterly reporting deliverable. for Of,,,-_) i ,.;<ar:l SirPr1011: 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. yam, CLIENT agrees to complete the ADURO-distributed Client Satisfaction Survey annually to bi-annually. 10.3 Configuration Suite F_rograr,` a nri Inc, !':i','oStrategy s 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. iaal =1; �._•<::r r; r ADURO will provide approximately sixty (60) activities and challenges per program year. Phases: The Challenge Calendar is divided up into four (4) phases — 1 per quarter. CLIENT will determine the Program Start and End dates which will then dictate the phase dates within the calendar. Custom Challenges: Maximum of six (6) additional net -new custom designed, CLIENT -specific challenges in a program year including title, image, tracking, challenge description, content, resources and points. 1. Reque:,,t F'c:rm A web -based Custom Challenge Request Form will be completed by CLIENT. Upon finalization of Custom Challenge Request Form, ADURO requires a minimum of thirty (30) days to design, configure and launch the challenge. 2. P'ic;c• CLIENT may supply a photo(s) as designated custom challenge images provided that its legal counsel attests to CLIENT's authority to use such photo in connection with the Services. 3,Recycled" Custom G_h a ;= _ Up to six (6) existing or previously developed custom challenges can be edited and re -used with designated modifications such as dates and point values. 10.4 Communication Suite a Standard Communications: The following emails are standardized and non-editable: Invitation, Day of Refresh, Post Refresh, Post Launch, Assessment reminder, Health Screening reminder and Biometric Event(s) reminder (if applicable). Smart Notifications: Standardized, platform -driven emails sent to users throughout the program year to facilitate program engagement. Upon initial program launch, and annually during Refresh, ADURO will enable/disable notifications as applicable. These are non -modifiable. 11. Marketing, Design and Brand: Implementation 11.1 Initial Wellbeing Program Brand. During implementation, the basic scope of customization and creation of CLIENT's initial launch of the wellbeing brand will include the following: 20 Master Services Agreement - Confidential 98663973.2 0064029-00006 CITY OF Federal Way ADURO 11.1.1 Logo/Banner/Incentive Images: • 2 concepts will be created • A single concept will then be selected • 2 revisions to the selected concept 11.1.2 Log -In Promotional Box: • Can be customized OR chosen from library • If customized, 1 design concept and 1 revision 11.1.3 Launch Communications: • Three (3) email templates are provide which include a Teaser, Invitation and CEO endorsed communication for Client to modify and send to eligible users. • Launch Poster, year -long Promotional Poster, and Launch Postcard are provided via ADURO's self-service marketing tool for modification. 11.1.4 In order to secure the success and timeliness of implementation and delivery of ongoing wellbeing program, timely feedback and communication is required from CLIENT as detailed below: CLIENT will notify ADURO within five (5) business days of receipt of each deliverable including but not limited to initial concept designs, revisions, copy editing, marketing and communications materials etc. Failure to communicate may result in delayed implementation and ongoing wellbeing program initiatives. Final proofreading. In the case that errors, including but not limited to misspellings content changes, exist in CLIENT -provided content, CLIENT shall incur the cost of correcting such errors. 12. Marketing, Design and Brand: Program Year 12.1 Marketing & Promotion: CLIENT self-service marketing tools & resources provided via a robust online communications resource for building promotional materials and assets to market your wellbeing program. 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 fiorn 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. 12.2 Brand: Text and stock images within branded platforms assets may be refreshed annually. if these assets include photography of employees, annual replacement of photos is permitted (or upon request due to sensitive, situational context i.e., the termination/resignation of a leader, the death of an employee, etc.). 12.3 Custom Marketing Services: Any brand or communication design services desired 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. 21 Master Services Agreement - Confidential 98663973.2 0064029-00006 cll1 OF Federal Way ADURO. Year -long promotions and communications: Biometrics: ■ Platform promotion includes home page tile for promotion and resources related to the biometrics services. 2 revisions to the home page as it relates to onsite schedules. Human Performance Coaching: Promotional materials and assets to market Human Performance Coaching are available in the CLIENT self-service marketing tool which includes a collection of templates for various communication channels to support the CLIENTS marketing campaigns and engagement needs. CLIENT -supplied Creative Content: Included but not limited to in-house designers; images can be considered on a case -by -case basis. 12.4 Additional Designs. Any brand or communication design services desired by client after the initial implementation period are Additional Services that may be available from ADURO, as a rate of $200/hr, only upon mutual execution of an Order Form for Additional Services. 12.5 Year -long promotions and communications. The basic scope of customization and creation of CLIENT's ongoing wellbeing brand will include the following 12.5.1 WeIlMetrics: ■ 1 poster and 1 email for promotion of onsite WeIlMetrics events is available in Brand on Demand ■ Platform promo box and home page tile for promotion and resources related to the WeIlMetrics product d Challenge Promotion: If desired, one challenge promotion home page promo box per phase launch (up to 6 total for the year). 12.5.2 Human Performance Coaching: Promotional materials and assets to market Human Performance Coaching is available in Brand on Demand which includes a collection of templates for various communication channels to support the CLIENT's marketing campaigns and engagement needs. 12.5.3 CLIENT -supplied Creative Content: CLIENTs can supply their own content if approved by ADURO, images can be considered on a case -by -case basis and must be approved for usage by CLIENTS legal team. CLIENT will be charged standard hourly custom design rate if any editing of content is needed, any brand or communication design services desired by client are considered Additional Services that may be available from ADURO, as a rate of $200/hr, only upon mutual execution of an Order Form for Additional Services. 13. Schedule for Implementation. Services / Deliverables Description Timeline Implementation Meeting Initial Discovery performed with CLIENT's Wellbeing Scheduled within 30 days of _ team designed to develop implementation strategy, contract First review of CLIENT- Review of CLIENT's branded online wellbeing suite 30 Days prior to Launch branded Wellbeing with CLIENT's custom configurations Initiative Final review of CLIENT -II Final coordination to review CLIENT's branded 10 Days Prior to Program branded Wellbeing I Wellbeing WeIlMetrics, workshops (if applicable) and -Launch 22 Master Services Agreement - Confidential 98663973.2 0064029-00006 CITY OF A'k Federal Way (io A 1 11 P10- , __� Initiative overall campaign - _ _ Invitations to employees Invitation for employees to in online wellbeing suite Day of Program Launch 13.1 Executed Agreement Required. ADURO will proceed with resource dedication and initial program implementation work only upon execution of the MSA and this SOW. 13.2 Program Launch. The launch of the program under this SOW, including availability of the website to CLIENT's users, access to coaches, and capture of users' Wellidletrics data, will commence only upon execution of the MSA and this SOW. 13.3 ADURO Team. The Services will be performed primarily by the following ADURO team: TBD LMapn lementation Program tbd@adurolife.com aaer TBD Account Manager I tbd at7adurolife.com 14. Reset Period. Planning for next year's program begins no later than 90 days prior to the current Program End Date. 14.1 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 biometrics if used as a service); discuss product roadmap and new features; continue strategic multi -year planning; WellMetrics events for upcoming program year. 14.2 Refresh Schedule. 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. 14.3 Maintenance Mode. Site will be in maintenance mode for a 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. 23 Master Services Agreement - Confidential 98663973.2 0064029-00006 uir n Fedceral Way ADURO Exhibit B Sevice L.r.;vc;l r,n;ee err nt 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 & Mobile Application Download Availability. The website and mobile application where ADURO provides access to the Application (the "Site") will be made available to CLIENT twenty-four hours a day, seven stays a week except during the following: (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; (H) downtime caused by the acts or omissions of CLIENT or C.LIENTs 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"). The mobile application is only available for download from the. Apple iOS app store and Google Android flay Store. 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 nininutes 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 ADURD will issue a credit to CLIENTS account equal to the percentage of the monthly Access Fee listed below for the month in which the failure occurs corresponding with the Actual Uptime for that month: _Actual Uptime %Credit of Application Access Ff t: Less than 99.5 1 % CLIENT must notify ADURO of any downtime by emailing ,_. within 72 hours of an outage in order to be eligible for the credit. If CLIENT has paid an annual Access Fee, the monthly fee will be calculated as 1112 of the annual fee. Any credit issued under this Schedule may be applied to future 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 - 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 btu �4 €=-='ri;. 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. 24 Master Services Agreement - Confidential 98663973.2 0064029-00006 atr o0 -._ Federal Way P) 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 i 1. ' .. : ,1 F—C-1i'e-W Daily Point of Contact Name: Jean Stanley, HR Manager Julianne Briggs, HR Analyst Client Support Contact Name: Same as above 4. Change Request Process. Phone Number Email: 253-835-2532 jean.stanley@cityoffederalway.com 253-835-2531 iulianne.briggs@cityoffederalway.com Phone Number Email: If CLIENT would like to recommend a change to the Application, the requests should be submitted by email to SUPP . ife.com. 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) first by email to �. �_ri:? ::_r7life.com 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. Vice President of Client Experience CLIENT's Problem notification must include: • CLIENT name and CLIENT contact and contact information • Detailed description of the Problem, including browser information, device information, confirmation the issue was reproduced by more than one user at the client site before submitting to ADURO and steps to reproduce the issue. • 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. 25 Master Services Agreement - Confidential 98663973.2 0064029-00006 CITY OFed " Feral Wav U ADURO_ 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. 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; Master Services Agreement - Confidential 98663973.2 0064029-00006 ADURO,- Provide ADURO with remote access to the CLIENT's 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; • Support for internal client network or related network issues; • Onsite support services; or • 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. 27 Master Services Agreement - Confidential 98663973.2 0064029-00006 CITY of Federal Way U ADURO: Master Services Agreement Cover Sheet Projected Program Access Date: January 2, 2020 Agreement Effective Date: January 1, 2020 Parties "ADURO" ADURO Inc. 17425 NE Union Hill Rd Suite 100 Redmond, WA 98052 (866) 906-2433 Eligible User Matrix User -Types ❑ Employees ❑ Spouses/Domestic Partners/Adult Dependents Total Estimated Eligible Users Services ADURO Human Performance Suite Exhibit C ;oll1n :!loll "CLIENT" glv of Fe,_!,,I Way Federal Way, WA 98003-6325 (253) 835-2532 ® ADURO Human Performance Web Platform ® ADURO Human Performance Coaching and ADURO App ❑ ADURO Implementation ADURO Additional Services ❑ ADURO Human Performance Paths & Coaching ❑ Onsite Coach ❑ Onsite Program Coordinator G Onsite & Virtual Workshops n Wellness Fair Staffing ❑ Health Contingent Management: Wellmetrics ❑ Health Contingent Management: Tobacco ❑ Custom Path ❑ Partner Path ❑ Custom Reporting ❑ Custom Marketing & Design Services ❑ Custom Challenges ❑ Custom Email Service ❑ Onsite Strategy Meeting ❑ Support Plus Estimated Headcount 376 60 436 ® WellMetrics Health Screenings ® Health Provider Screening Forms ❑ Custom Health Provider Screening Forms ❑ LabCorp Voucher ❑ Home Test Kits ❑ Embedded Screener ❑ Expanded Standard Data Integration ❑ Expanded Non -Standard Data Integration ❑ SSO Integration ❑ ADA/GINA Notice Hosting ❑ Amazon Gift Code Fulfillment Service Master Services Agreement Content: Schedule A-1 - Fee Schedule (pgs. 2-7) 1 Master Services Agreement (pgs. 8-17) 1 Exhibit A - Statement of Work (pgs. 18-26) 1 Exhibit B - Service Level Agreement (pgs. 27-30) 1 Signature Page (page 31). All capitalized undefined terms herein shall be as defined in the Master Services Agreement. Master Services Agreement - Confidential 98663973.2 0064029-00006 r 11'", -� Federal Way D( ADURO Schedule A-1 Fee Schedule ADURO Services CLIENT will pay ADURO the amounts set forth below in accordance with Schedule A-1 (the "Fee Schedule") and Article 5 (Payment" ❑ ADURO Human Performance Suite Fee ® ADURO Human Performance Web Platform ® ADURO Human Performance Coaching & Mobile Application CLIENT agrees to purchase the ADURO Human Performance Suite described in Exhibit A pursuant to the ADURO terms and conditions set forth in the Master Services Agreement ("Agreement"). ADURO will invoice CLIENT for ADURO services on the Effective Date listed above and CLIENT will pay ADURO the fees set forth below in accordance with the payment terms in this Agreement. Amount 2020: $3.85 Per Eligible Employee and Per Participating Spouse Per Month 2021: $4.04 Per Eligible Employee and Per Participating Spouse Per Month 2022: $4.24 Per Eligible Employee and Per Participating Spouse Per Month Recon-mg rnotah G ,.,(IS ',;�; Vr vry +. n[� with any Pi.!oites received by Mir, i:.+ tlri: ,';)onfl7 will be p;-.:�eessed forpa;ln;r.-w on ,r 15' C" the month In uf(9, r c:+ t:si oy the 23" of toe month will I> + c :: rci `cu pcw:nen on the last day of the month. Included in platform rates. Not applicable Equal to 2 months' Human Performance Web Platform and Coaching fees. Due upon full execution of a Letter of Intent or Master Services Agreement and receipt ❑ ADURO Implementation of invoice. Nonrefundable. Includes client discovery, program development and solution delivery. Special attention and consulting around incentive structure. K Master Services Agreement - Confidential 98663973.2 0064029-00006 0TY 6F Federal Way �DURO. ADURO ADDITIONAL SERVICES As elected on cover sheet ADURO Human Performance Coaching Item Fee Schedule Description & Terms ❑ Onsite Wellness Fair Minimum fee includes event staffing up to five Staffing $1000 per event (up to a (5) hours. An event that lasts longer than five maximum of 5 hours) plus travel hours will include an additional hourly rate. ❑ Events expenses. Separate events will incur the minimum fee. Quantity: _ _. $200 per additional hour after five ADURO representative will answer questions hours. and promote Client's Human Performance program. Collateral materials to include tablecloth, promotional items (ex. webcam cover), flyer & education materials and computer/tablet for participant registration. WellMetrics Suite® Health screening options Item Fee Schedule Master Services Agreement - Confidential CLIENT prints collateral from Brand on Demand. 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. Invoices due upon receipt. Description & Terms 3 98663973.2 0064029-00006 CITY OF Federal Way ��. ADURO ❑ Standard Onsite Events ® Fingerstick ❑ Venipuncture Standard Panel ® Total Cholesterol ® Triglycerides ® HDL ® Blood Pressure ® Blood Glucose ® Waist to Height Ratio ❑ Additional Services ❑ Oral Cotinine ❑ Flu Shots ❑ Request information for additional buy -up options. ® Standard Scorecard ❑ Custom Scorecard & Printing Fees Onsite WeIlMetrics Fee Fingerstick: $50 Per Screened Participant Onsite WeIlMetrics Deposit • $0: Waived Onsite WeIlMetrics Change Fees: $250 per event Onsite WeIlMetrics Travel Expenses Pass -through charges based on standard GSA per -diem rates at time of travel. Additional Services Oral Cotinine: $16 per participant Flu shots: $35 per participant Standard Scorecard: Included in per participant fee Custom Scorecard & Printing Fees: Design fee: $200 per hour Printing Fees: 1-2500: $1.00 per card 2501-5000: $0.75 per card 5001+: $0.66 per card Master Services Agreement - Confidential Onsite WeIlMetrics Fee Each event is designated as "standard' if the expected number of participants is equal to or greater than the per participant screening fee divided by $2,500. ■ Fees or each event are based on the greater of: - A minimum fee per event of $2,500 or - Actual participants screened or - 80% of expected participation. • CLIENT will have opportunity to adjust and confirm final participation numbers 30 days before the event. Invoiced monthly in arrears. Invoiced monthly in arrears. Onsite WeIlMetrics Deposit* Waived due to municipal requirement of only paying for services received and replaced with the following: Within one (1) day after completion of the onsite screening event(s), ADURO will invoice Client for 100% of the fees owed for services based on the actual number of eligible employees that participated. Onsite WeIlMetrics Change Fees If the Event date is rescheduled or cancelled between 15 and 30 days prior to the scheduled date, 50% of the Minimum Event Fee will be incurred; 100% of the Minimum Fee will be incurred any event cancelled less than 15 days prior to the scheduled date. Invoiced monthly in arrears. Onsite WeIlMetrics Travel Expenses Travel for ADURO Event Leads(s): Travel includes air, hotel, auto and per diem. 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. Invoiced monthly in arrears. Custom Scorecard & Printing Fees Any modification to the Standard Scorecard is considered a customization. A separate proposal will be provided. Total invoice due upon receipt. 4 98663973.2 0064029-00006 CITY Oied '�.._ Feral Way ADURO,. ❑ Health Screening Forms ® Standard Form ® Health Provider Screening Form ❑ Preventive Screening Form ❑ Nicotine/Tobacco Attestation Form ❑ Appeals Form ❑ Custom Health Form ❑ Health Provider Screening Form ❑ Preventive Screening Form ❑ Nicotine/Tobacco Attestation Form ❑ Appeals Form Standard and Custom Form $3 per submitted form Custom Form Design and System Configuration Fee: Tier 1 $2,500 Tier 2 $5,000 Tier 3 $10,000 Master Services Agreement - Confidential Standard & Custom Forms: Include participant name and program number, Invoiced monthly in arrears. Custom Form Design & Printing Fees: Separate proposal will be developed. Total invoice amount due upon receipt. 4i 98663973.2 0064029-00006 fw''x CITY OF Federal Way 0� ADURO Custom Services ❑ Custom Configuration $200 per hour ❑ Custom Marketing & $200 per hour Design ❑ Custom Assessment $200 per hour Questions (need to be more specific) ❑ Custom Challenges $500 each ❑ Custom Email 1 $500 each ® Onsite Strategy $0 for one annual onsite Meeting (additional) meeting** $2,000 per additional meeting Master Services Agreement - Confidential Separate proposal will be developed. Total invoice amount due upon receipt. Additional design work outside of Statement of Work. Separate proposal will be developed. Total invoice amount due upon receipt. Separate proposal will be developed. Total invoice amount due upon receipt. ADURO offers Client 6 custom challenges. For each custom challenge that exceeds the allotted amount as designated in the Statement of Work. Total invoice due upon receipt. Separate proposal will be developed. Total invoice amount due upon receipt. Account manager to conduct a regularly scheduled meeting as outlined in the Statement of Work onsite at designated Client location. **If the account manager works remote away from Redmond, WA, this meeting will need to be co -scheduled taking into account the account managers availability and associated with other pre -arranged travel back to headquarters. Onsite travel availability is subject to change. 0 98663973.2 0064029-00006 'k CITY OF Federal Way ADUP, O Integrations & Reporting Item Fee Schedule Standard Reporting Included ❑ Custom Reporting $200 per hour $4000 minimum fee. J Specify iJ Specify Expanded Standard Data Integration Options: ❑ Additional standard data integrations ❑ Change Requests ❑ Extract Import/Export Request Additional Standard Integrations $10,000 each $1,000 annual maintenance and support fee Change Requests $200 per hour Minimum fee of $1,000. Extract Import/Export Requests $200 per hour Minimum fee of $1,000 Master Services Agreement - Confidential Description & Terms Standard reporting provided and available on - demand via dashboards based on selected services and product configurations. This reporting will also be incorporated into the outlined service & meeting schedule in the Statement of Work. Onsite WeIlMetrics Aggregate Data Dashboards includes participation, aggregate health data and risk stratification. Year -Over -Year Data with Cohort Analysis Dashboards include the standard WeIlMetrics aggregate data with the year -over -year changes and pre -built cohort analysis. Coaching Data Dashboards include reporting on enrollment, engagement, completion and satisfaction metrics. All Reporting Reporting is not available for <20 participants in accordance with HIPAA law. Custom reporting is defined as any data, reporting and analysis not available on - demand. Separate proposal will be developed. Total invoice amount due upon receipt. ADURO offers Client 3 standard file integrations such as eligibility, incentives and biometrics. Standard outbound data integrations leverage ADURO's common data sources and are produced in one of ADURO's standard file layouts as comma delimited or pipe delimited text files. The files transmitted are full files, not change -only. Change Requests Changes to implemented data feeds that exceed the agreed maintenance scope (determined in the data feed's technical specification) are subject to an additional charge. This can include (but is not limited to) chances in vendor, transfer lavout, transfer 98663973.2 0064029-00006 LITY OF Federal Way ADURO ❑ Expanded Non - Standard Data Integration Options: ❑ Additional standard data integrations ❑ Change Requests ❑ Extract Import/Export Request Additional Non -Standard Integrations $20,000 each $2,000 annual maintenance and support fee Change Requests $200 per hour Minimum fee of $1,000 Extract Import/Export Requests $200 per hour Minimum $1,000 charge. Master Services Agreement - Confidential method, file encryption, etc. Extract Import/Export Requests Clients have the option to transfer data to ADURO (import) for the use in the client's program. This is considered a standard import so long as the client (or its vendor) can use ADURO's provided layout. Similarly, Clients may request the export of data in ADURO's layout for use in their own systems or other vendor's services. if ADURO's format will be insufficient for the purpose of the data transfer, ADURO can support a variety of layout via its non-standard integration options. Annual Maintenance & Support Fee These fees cover annual maintenance of the corresponding data feed for changes that are anticipated and agreed upon between ADURO, the client, and the client's vendor (where applicable). These changes will be scoped and documented in the associated technical specification document. All technical specifications require client and vendor signature. ADURO offers Client 1 non-standard file integrations. (such as third -party program file integrations). Integrations which do not leverage ADURO's common data sources and/or are not produced in one of ADURO's standard file layouts as comma delimited or pipe delimited text files. Change Requests Changes to implemented data feeds that exceed the agreed maintenance scope (determined in the data feed's technical specification) are subject to an additional charge. This can include (but is not limited to) changes in vendor, transfer layout, transfer method, file encryption, etc. Extract Import/Export Requests For non-standard import/export requests, ADURO will work with the client to agree upon a consumable format for the applicable transfer, Clients have the option to transfer data to ADURO (import) for the use in the client's program. This is considered a standard import so long as the client (or its vendor) can use ADURO's provided layout. Similarly, Clients may request the export of data in ADURO's layout for use in their own systems or other vendor's services. If ADURO's format will be $ 98663973.2 0064029-00006 CI111 OF Federal Way U ADURO Notice Hosting ® ADA/GINA Notice insufficient for the purpose of the data transfer, ADURO can support a variety of layout via its non-standard integration options. Annual Maintenance & Support Fee These fees cover annual maintenance of the corresponding data feed for changes that are anticipated and agreed upon between ADURO, the client, and the client's vendor (where applicable). These changes will be scoped and documented in the associated technical specification document. All technical specifications require client and vendor signature. -- _ -- - _. N/A unless legal review of Display ADA Notice and provide mechanism to notice is required document agreement with GINA Authorization effective first day of Dian vear (e.a.. January 1) Pricing and fees set forth herein are only valid for 120 days from the Effective Date. Thereafter, CLIENT must request a new Order Form with updated pricing when adding new or additional Services not originally requested as of the Effect Date. Billing information City of Federal Way Billing Address: 33325 8`h Ave S. Federal w.Nav, WA 98003 Accounts Payable email: Julianne-briocis,'c_i7,citvoffederalway.com Accounts Payable phone. 253-835 Z63� Also send invoices to (email): jean.stanley@qiLtyRqederalway.com IN WITNESS WHEREOF, the parties hereto have caused this Master Services Agreement, inclusive of the Exhibits and optional Services indicated above (collectively, the "Agreement') to be signed by their respective, duly authorized representatives, thereby binding the parties to undertake all rights and obligations described herein. The Ci Federal AUROi] ,Inc Y Y B Name: an Stanley Nam Darren hate Title: HR M nag r Title: CEO Date: 0914,4N Date: 1,6 Master Services Agreement - Confidential 98663973 2 0064029-00006 f MY OF Federal Way U ADURO._ Master Services Agreement THIS MASTER SERVICES AGREEMENT (the "Agreement"), entered into as of the Effective Date, is made by and on behalf of between ADURO, Inc. ("ADURO") and client ("CLIENT"), both identified on the attached Cover Sheet. The parties hereto agree as follows: Article 1. DEFINITIONS. 1.1 "Access Date" means program launch date. 1.2 "ADA' means the American with Disabilities Act and all amendments thereto, together with any implementing regulations issued thereunder. 1.3 "ADURO Products" means (a) all written materials and information distributed by ADURO; (b) ADURO's website and all portions thereof, including without limitation all intellectual property rights therein; (c) all information appearing on ADURO's website (except to the extent such information is specifically identified as belonging to a third party); and (d) all intellectual property related thereto. 1.4 "Aduro Technology" means (1) the Application (as defined below); (2) ADURO's mobile application; (3) ADURO's Internet -based Client Center application. 1.5 "Applicable Law" means any national, state, or local laws, statutes including ERISA, HIPAA, GINA, and the ADA, that apply to Services or to the conduct of either party, and any regulations implementing such laws or cases or rulings interpreting these law$. 1.6 "Application" means ADURO's Internet -based Well -Being Management Application or such other as Aduro may determine from time to time. The Application may include proprietary technology and/or, technology licensed from third parties with sufficient rights to make the same available to CLIENT in connection with performance of the Services 1.7 "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. 1.8 "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: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of ADURO; (b) 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 (c) is disclosed with the prior written approval of CLIENT. 1.9 "Non -Standard Integration" means outbound and inbound complex integrations that leverage ADURO's data sources or third party data sources which require (a) manual manipulation or transforming data or transforming data to meet client or vendor requirements; (b) change -only transmissions; (c) manipulating or transforming third -party data; (d) historical data from third party vendors; or (e) additional development to accommodate unsupported data types or formats (e.g. HL7, JSON, XML, etc.). ADURO reserves the sole and exclusive right to assess whether an integration is classified as complex or non-complex. Master Services Agreement - Confidential 98663973 2 0064029-00006 CITY oc Federal Way ADURO 1.10 "Default" means any failure by a party to comply with Applicable Law or breach of or other noncompliance with a material obligation of such party under this Agreement (including timely payment of any sums due hereunder), which failure has not been cured within 30-days of receipt of notice thereof, or such other time as expressly provided herein. 1.11 "Effective Date" means the Agreement Effective Date set forth in the Master Services Agreement Cover Sheet. 1.12 "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. 1.13 "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. 1.14 "Employee" means all eligible current employees of CLIENT. All spouses/domestic partners/dependents eligible for ADURO Products and services also are included in the definition of Employee. 1.15 "ERISA" means the Employee Retirement Income Security Act of 1974, and all amendments thereto, together with any implementing regulations issued thereunder. 1.16 "Estimated Eligible Users" means the total Eligible Users initially estimated by CLIENT on the Master Services Agreement Cover Sheet. 1.17 "Event" means an onsite WellMetrics screening event of no less than 4 hours and no more than 8 consecutive hours. 1.18 "GINA" means the Genetic Information Nondiscrimination Act of 2008 and all amendments thereto, together with any implementing regulations issued thereunder. 1.19 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and all amendments thereto, together with any implementing regulations issued thereunder. 1.20 "Initial Term" means three (3) years from the Effective Date. 1.21 "Master Services Agreement Cover Sheet" means the document signed by ADURO and CLIENT that references this Agreement and describes the Services to be provided by ADURO and the fees that will be paid by CLIENT for those services. 1.22 "Order Form" means the initial Master Services Agreement Cover Sheet provided by CLIENT or such additional Master Services Agreement Cover Sheet or equivalent from CLIENT requesting additional Services. 1.23 "Path" means any multi -week program designed to install a defined type of habit change. Paths may vary in length depending on the scope of the Path and its level of habit change. 1.24 "PEUPM" means Per Eligible User Per Month and is the aggregate of either Per Eligible Employee Per Month or Per Eligible Spouse/Domestic Partner Per Month as set forth in the Fee Schedule (as may be adjusted pursuant to this Agreement) for access to the Services. 1.25 "Protected Health Information" means "Protected Health Information" as that term is defined and used in HIPAA and any amendments and regulations promulgated thereto. 1.26 "Protected Personal Information" means 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 Master Services Agreement - Confidential 98663973.2 0064029-00006 CITY Of Federal Way ADURO 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; and the employer of any individual person. 1.27 "Renewal Term" means each renewal or extension of the Initial Term. Each Renewal Term shall be for a one (1) year period ending on the next annual anniversary of the Effective Date, unless a longer period is agreed to by the parties. 1.28 "Services" means the services covered under this Agreement and as described in any applicable SOW, 1.29 "SOW" means any Statement of Work describing the Services to be performed under this Agreement and attached as an Exhibit hereto. 1.30 "Standard Integration" means outbound and inbound standard integrations that leverage ADURO's data sources and are produced in one of ADURO's standard file layouts as comma delimited or pipe delimited text files. The files transmitted are full files, not change -only. ADURO's data sources include: WeliMetrics (detail only available to third - party vendors; blood pressure, blood glucose, cholesterol panel, height, weight, waist circumference, BMI): Well-being Assessment (detail only available to third -party vendors); Incentive Points Summary (full list of activ(: e.igible users detailing current program progress, including points and level); Incentive Rewards Summary (full list 0f ;r-vC �Ichieved by active eligible users, including date level reached); Incentive Log Summary (full list of chali,e-70r , by active eligible users, including event ID and date completed; excludes biometric pass/fail information): and Challenge Analytics (summary information detailing number of active eligible users who have joined, completed, participated in a challenge). ADURO reserves the sole and exclusive right to assess whether an integration is classified as standard or non-standard. Standard Integrations follow the ADURO standard layouts for the corresponding data types (Eligibility, Incentives, 1NellMetrics), are provided as comma delimited or pipe delimited text files, and can be processed vvith no additional logic or dependencies on external data sources. ADURO's standard file layouts can be provided upon request. 1.31 "Term" means the Initial Term and any Renewal Term. 1.32 "Territory" means the United States of America. Article 3. CONFIDENTIAL INFORMATION. 3.1 Nondisclosure of Confidential Information. ADURO agrees not to use any Confidential Information that has been disclosed to ADURO for any purpose other than to perform the Services. 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 pse 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 in violation of this Section 3.1, which may come to ADURD'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 ADUR0 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. This Section 3.1 shall not restrict ADURD from Master Services Agreement - Confidential 98663973.2 0064029-00006 CITY OF Federal Way ADUR0.. 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. 3.5 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 the Services, including but not limited to ERISA, GINA, HIPAA, the ADA, 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 ADURO's designated partners. so long as ADURO's designated partners have 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 grants Limeade and ADURO the right to aggregate and/or deidentify data submitted by CLIENT and its Employees to the Application. CLIENT also grants ADURO and Limeade the right to use and disclose data in aggregated form; provided however, that such data shall not be identifiable with CLIENT or any of its Employees. 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 Information and Protected Health Information. ADURO shall promptly report to the CLIENT and, as required by law to any Employee, 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, 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 and/or mobile application download, 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. 4.2 Application Terms and Conditions of Use. 4.2.1 License. Subject to the terms, conditions and limitations set forth in this agreement. ADURO grants CLIENT a limited, non-exclusive, non-sublicensable license for Eligible Users located in the Territory to access and use the Application during the Term via a web browser over the internet and/or mobile application for the sole purpose of managing their personal health, well-being and productivity. 4.2.2 Terms of Service. 4.2.2.1 CLIENT will provide an encrypted, electronic file, containing the Eligibility File to ADURO. CLIENT is responsible for the accuracy of all information provided in the Eligibility File. CLIENT will offer the ADURO Application to all of CLIENT's Eligible Users. Eligible Users must be 18 years of age, or older. The number of Eligible Users will be specified by CLIENT on an Order Form. For the avoidance of doubt, CLIENTs system administrator or test user will not be deemed an Eligible User. 4 Master Services Agreement - Confidentiai 98663973.2 0064029-00006 F• CITY OF Federal Way :.. U ADURo_ 4.2.2.2 ADURO will only provide access to the ADURO Application to those Eligible Users who provide a unique user identification name and password on the sign -on page to Application and who agree to all other terms and conditions related to use of the ADURO Application that are presented to Eligible Users as part of the sign -on process (the "Terms of Service"). 4.2.2.3 CLIENT and Eligible Users must not use the Services in any manner not permitted by the Terms of Services, and must not license, sublicense, sell, rent, lease, lend, transfer, outsource, or otherwise provide access to the Services or utilize the Services for the benefit of any third party, unless expressly authorized by ADURO in writing. In addition, CLIENT and Eligible Users will not use the Services in any manner that is abusive or contrary to Applicable Law. CLIENT is responsible for the acts and omissions of its Eligible Users as if they were the acts and omissions of CLIENT. Rights of any Eligible User to utilize the Services will not be shared or used by more than one individual. In addition, an Eligible User's access information and privileges may not be transferred from one individual to another unless the original Eligible User no longer requires and is no longer permitted access to the Services, as a result of which that individual is no longer an Eligible User. CLIENT and Eligible Users will not remove, obscure, or alter ADURO's copyright notices, trademarks, other proprietary rights notices, or any other content of any kind appearing in the Services. When using the Services, CLIENT will not and will ensure that Eligible Users do not, except as permitted by Applicable Law: (a) decompile, disassemble, translate, modify, prepare derivative works of, reverse engineer or otherwise attempt to access the source code of the cervices or incorporate it into any other software or service; (b) upload any CLIENT data or any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy or right of publicity, or otherwise objectionable; (c) infringe the intellectual property rights of any third party (including by uploading CLIENT data to the Services); (d) interfere with or disrupt the Services software, the systems used to host the Services, other equipment or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services made known to CLIENT; (e) use the Services in the operation of a service bureau or time-sharing service; (f) provide, or make available, any links, hypertext (Universal Resource Locator (URL) address) or otherwise (other than a "bookmark" from a Web browser) to the Services, or any part thereof; (g) circumvent the user authentication or security of the Services or any host, network, or account related thereto; (h) use any application programming interface to access the Services; () mirror the Services on any server; 0) make any use of the Services that violates any applicable local, state, national, international or foreign law; (k) fail to use commercially reasonable efforts to prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure of the Services, or (1) allow any third party to use any user identification, code, password, procedure or user key issued to, or selected by, CLIENTS or Eligible Users for access to the Services. 4.2.2.4 Client consents to ADURO's Terms of Service and Privacy Policy, which can be viewed at www.adurolife.com 4.2.2.5 If CLIENT or an Eligible User fails to comply with the requirements of this Section 4.2, CLIENT acknowledges and agrees that ADURO retains the right, in the exercise of its sole and absolute discretion, to suspend or terminate CLIENT's or an Eligible User's access to the Aduro Technology. Article 5. PAYMENT 5.1 SERVICES AND PAYMENT TERMS. All Services and payment terms and conditions are set forth in the Statement of Work (the initial one is attached hereto as E,Tihil 4). CLIENT may request additional Services at any time during the Term using the Order Form for Additional Services, attached hereto as _E„ ,.hihil CLIENT may not terminate any Services during the Term except with the written agreement of ADURO through an amendment to this Agreement and the applicable SOW. ADURO's agreement to terminate or modify the Services, which may be withheld in ADURO's sole discretion, may be subject to additional administrative fees as indicated by ADURO at the time of such termination or modification of the Services. 5.2 Rates. ADURO will bill for all selected Services for the Term of the Agreement. Billing of PEUPM shall start upon the Access Date. CLIENT will pay all sales, use, transfer, privilege, excise, charges, surcharges or other taxes, and all Master Services Agreement - Confidential 98663973.2 0064029-00006 CITY OF Federal Way ADURO., duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the transactions contemplated hereby (for purposes of this Section 1.10.4, collectively, the "Taxes"); excluding, however, taxes on net income, gross revenue or personal property which may be levied against ADURO. In addition to the fees specified in the Order Form(s), the amount of any Taxes applicable to the transactions contemplated hereby will be paid by CLIENT, or in lieu thereof. CLIENT will provide ADURO with a tax exemption certificate acceptable to the applicable taxing authorities. ADURO may adjust the rates and charges applicable during a Renewal Term by providing CLIENT at least ninety (90) days written notice prior to the effective date of the rate change; 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. 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). 5.3 Invoicing and Payment. ADURO will issue invoices via electronic mail to the billing contact in this Agreement. CLIENT shall 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, and any additional service fees or pre -payment for incentive accounts, plus any applicable sales or use tax. All fees paid and expenses reimbursed under this Agreement will be in U.S. dollars. CLIENT will pay ADURO the invoiced amount per the terms on the Fee Sheet. 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 fifteen (15) 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 1.59II per month (not to exceed the maximum interest allowed under Applicable Law) on all balances not paid when due. CLIENT agrees to pay any and all costs inct reed in the collection of fees and charges due and payable, including reasonable attorneys' fees, costs, and expenses. ADURO. at its option, may suspend the Services, in whole or in parr, 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 CLIENTs bank account indicated in an amount equal to the fees set forth in the invoice, as may be increased as set forth in this Agreement. All payments made by electronic funds transfer will be paid in immediately available funds. 5.3.1 CLIENT is responsible for ensuring that the number of estimated Eligible Users in Eligible User matrix in the Order Form and the actual Eligible Users reflected in the product suite are accurate. If CLIENT disputes the number of actual Eligible Users on any invoice, CLIENT must notify ADURO within 20 days of receipi of the invoice, otherwise CLIENT will be deemed to have accepted the accuracy of the number of actual Eligible Users on the invoice and waives any and all claim that the number of actual Eligible Users or the calculation of fees is inaccurate. Article 6. TERM AND TERMINATION 6.1 Term. The initial term of this Agreement shall be effective as of the Effective Date on the cover page of this Agreement and expire three years later. After the first anniversary of the effective date, CLIENT may terminate this Agreement for convenience by submitting written notice at least ninety (90) days prior to effective date of early termination. 6.2 Automatic Renewal. Following the Initial Term, this Agreement shall automatically renew for successive Renewal Terms unless either party provides written notice at least one hundred twenty (120) days in advance of its intent to terminate the Agreement at the end of the Term or Renewal Term. 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. 6 Master Services Agreement - Confidential 98663973.2 0064029-00006 oily DF Federal Way Knv AD R0_ 6.3 Effect of Termination. In the event of termination of this Agreement prior to the end of the Initial Term for any reason other than a unremedied default by ADURO, CLIENT agrees to pay a termination fee.. Unless otherwise agreed in writing by ADURO, the termination fee shall be equal to the aggregate amount of all monthly fees for all Services multiplied by 36, plus the aggregate arnount of all activation, set-up, initiation or startup fees, less the aggregate amounts CLIENT has paid to ADURO as of the date of termination, in addition, if ADURO terminates the Agreement for Default and CLIENT is the defaulting party, CLIENT shall immediately pay all sums due and owing as of the termination date. 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 Cooperation. To the extent that CLIENT is required or requested by federal OF 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 provide such report and disclosure. 7.4 ADURO Literature. ADURO accepts full responsibility for the content of all ADURO prepared 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. 7.5 Intellectual Property. Except as set k Ah in Se. -lion I '7, ADUrf-) . i ii0i use liar CLIENT's nnmc trademarks, or lo[l:u Cir %Rio cl i ry` affiliated CC^T'o;.f1'', in F rl)' d,lvertis m`, or ilf�ila:iion l .'i Erlcl':, ❑f oihen;nse incl_,ci n ,but not limited to, any ADURO Iiterature distributed to Cillj Ioyees WIIIitaut prior �YFIIten CUEN I apf-goval 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 may contain technology licensed to ADURO, ADURO is and shall remain the sole and exclusive owner of all ADURO Products and ADURO Technology. 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 Services are arid 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 and the ADURO Technology. CLIENT shall take no action that could interfere with or diminish ADURO's right, title, and interest in the ADURO Products or the ADURO Technology. ADURO's rights under this subsection shall include, but shall not be limited to: (a) all copies of the ADURO Products, in whole and in part; (b) all intellectual property rights in the ADURO Products and the ADURO Technology; and (c) all modifications to, and derivative works based upon the ADURO Products or the ADURO Technology. 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 ADURO Technology or any ADURO Product. Subject to the limits on ADURO's liability for infringement set forth in Section 7.7, 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 7 Master Services Agreement - Confidential 98663973.2 0064029-00006 CITY OF Federal Way ADUR0_ therewith. Notwithstanding the foregoing, ADURO will have no defense or indemnification obligations hereunder with respect to claims based on: (a) use of the ADURO Technology except in accordance with this Agreement; (b) the combination of any ADURO Technology or ADURO Product with any other software or hardware; (c) modifications of any ADURO Technology or ADURO Product not made by ADURO or its licensor; or (d) 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 any ADURO Technology or 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: (y) procure the right for CLIENT to continue to use the affected ADURO Technology and/or ADURO Product as contemplated hereunder; or (z) replace or modify the affected ADURO Technology or 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 affected ADURO Technology (including without limitation, 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 any ADURO Technology or 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. 7.6 ADURO Referrals to Third Party Service Providers. CLIENT acknowledges that in all cases, information provided to Employees by ADURO and its employees and contracts about health and wellbeing 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 such Referred Service Provider. 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 or appropriateness. The final decision about any preventative health or wellbeing arrangement must be and shall be made by the Employee. Moreover, the quality and appropriateness of a particular preventative health or wellbeing arrangement must be solely determined and monitored by Employees themselves and their respective health care providers. The relationship between ADURO and any Referred Service Provider is that of independent third -party entities. ADURO, its clients, agents, and affiliates are n6t 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. 7.7 Limitation of Liability. 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. Master Services Agreement- Confidential 98663973.2 0064029-0.0006 CITY UT az. Federal Way ADURO 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 iimited to, damages or costs resulting from the use or inability to use the Application or other services provided by Limeade, Inc. (including loss of time, loss of savings, loss of data, loss of profits, or loss of goodwill). even if CLIENT has been notified of the possibitily or likelihood of such damages or casts cccurrinq, 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 AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CLIENT AGREES THAT IN NO EVENT WILL THE AGGREGATE LIABILITY OF ADURO, ITS AGENTS, OR LICENSERS, 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 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 ACTUAL 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. 7.8 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; provided however, that ADURO shall have no obligation of indemnity for any amounts to the extent arising out of or relating to CLIENT's failure to comply with Applicable Law, this Agreement, or the Terms and Conditions. If the CLIENT becomes aware of claims potentially subject to indemnification under this Section 7.8, 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. CLIENT shall indemnify, hold harmless, and defend the ADURO and its licensors, directors, officers, agents, 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 of relating to CLIENT's failure to comply with Applicable Law, this Agreement, or the Terms and Conditions. If ADURO becomes aware of claims potentially subject to indemnification under this Section 7.8, it shall {promptly notify CLIENT of any lawsuit involving ally such claims. ADURO shall provide CLIENT with, reasonable and appropriate information and assistance for such defense at CLIENT's expense. 7.9 Governing Law, Dispute Resolution, Severability. This Agreement shall be governed by and construed according to the laws of the State of Washington regardless of any conflict of laws provision. If a dispute arises under this Agreement, it shall 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 (including without limitation, in any bankruptcy action) 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. 7.10 Legal Compliance. In addition to the information privacy and legal compliance obligations in Section 3.5, CLIENT and ADURO each agree to comply with all Applicable Law in connection with the execution, delivery, and performance of Master Services Agreement - Confidential 98663973.2 0064029-00006 ! CITY DF `= Federal Way U ADURO their respective rights and obligations under this Agreement. CLIENT represents and warrants that its use of Services in the form delivered by ADURO for the purposes contemplated by this Agreement will not violate Applicable Law. CLIENT acknowledges and agrees that it has the sole and ultimate responsibility for ensuring that its overall human performance program and human performance program activities specifically comply with HIPAA, GINA, and the ADA. 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 CLIENTs approval before disposing of retained information. If CLIENT refuses to approve disposal, ADURO shall deliver all retained information excluding Employee names to CLIENT at CLIENTs 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 2 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 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 minimum form and limits set forth below. All deductibles or self-insurance retentions are the responsibility of ADURO. ADURO may meet required insurance limits through a combination of primary and umbrella or excess insurance. Any insurance CLIENT may carry will apply strictly on an excess basis over any applicable insurance the ADURO may carry for claims covered by this Agreement. 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. 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. 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. 10 Master Services Agreement - Confidential 98663973.2 0064029-00006 CITY OF Federal-'' y UADURO.- 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 deliverer) either by personal delivery or by certified U.S. mail or email with confirmed receipt: Notices to ADURO, Inc.' Notices to CLIENT _.. _ i 1 17425 NE Union Hill Road r.il�r Address: ofriaral Way . Address: Suite 100 33325 3'r Avenue 5 - Outh Redmond WA 98052 ` Federal 1Nay_WA 98003 . Attn �_ Darren V`+I i,, CEO Attn Jean 5:�rnley, HR T�ranac.er rrn�il; ,jean star,leyivcityoffeouralway.com Email: _ All notices shall be effective upon receipt, or upon such later d:rie 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 A;]iooirrc nt. The Agreement crtii > .':.,1 01(t Cntue trF :nirnt I)etween Vie parties I sI.ipersedes all previous anr's �cl[ (: a eemenl- or rir}der [ .r,anir; with rest';.:: to tli, ;rtAjr_:cl riralier he.`eGl. ; Io waiver, alteration, an�ti;li!I ll1_r,i r:.i i'n-rus�i, �'I'iil :i r 1.'J r-.; is ir• .:;v:+I Llr]n5 of the I.,(, binding unless iri •a rc iiii arid signed by duly authorized representatives of the parties. 7.17 Public ldentrfication of CLIENT. CLIENT agrees to using their name and logo on the ADURO website and in other mate,r:ls=:.:'•:r ov,1• -i-ling this Agreement. ADURO and CLIENT will mutually agree on the terms of a promotional statement annoum-ing the relationship between the parties set forth in this Agreement, and CLIENT permits ADURO to use CLIENT's narne and logo in standard new CLIENT annotmcements. ADURO agrees to collaborate with CLIENT an :s.•:: study documeriting rTteastrrable enria;i+:rr,crrt, healih, 11-be nil or productivity improvemcirl or oilier business or personal outcomes. CLIENT permits ADU.R- C. Lo s:iare lire case study and its analysis wilt} thin pariiLs, including on io-tt11\0 website, at conferences and in other lururn, with the consent of CLIENT, which consent shall not to be unreasonably withheld, conditioned or delayed. 11 Master Services Agreement - Confidential 98663973.2 0064029-00006 BUSINESS ASSOCIATE AGREEMENT This BUSINESS ASSOCIATE AGREEMENT ("BAA") is entered into and made effective as of January 1, 2020 ("BAA Effective Date"), by and between Aduro, Inc. ("Business Associate"), and _ The City of Federal Way , (the "Covered Entity"). Covered Entity and Business Associate are each referred to herein individually as a "Party" and collectively as the "Parties." WHEREAS, the Parties have entered into, or may in the future enter into, one or more written Master Services Agreements (the "Agreement(s)"), to provide services (the "Services") which sometimes may involve (i) the creation, receipt, maintenance, transmission, or use of Protected Health Information (as defined below) and Electronic Protected Health Information, (as defined below) by Business Associate, or (ii) the disclosure of Protected Health Information and Electronic Protected Health Information by Covered Entity (or another business associate of Covered Entity) to Business Associate; WHEREAS, by providing the Services to Covered Entity under the Agreement(s), Business Associate acknowledges that it is acting as a Business Associate and that the creation, receipt, transmission, or maintenance of Protected Health Information and Electronic Protected Health Information by Business Associate is subject to the Privacy, Security, Breach Notification, and Enforcement rules promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") at 45 C.F.R. Parts 160 and 164. This Agreement is intended to document the business associate assurances required by the HIPAA Privacy Regulations (at 45 C.F.R. § 164.504(e)), and the HIPAA Security Regulations (at 45 C.F.R. § 164.314(a)); WHEREAS, this Agreement will govern the terms and conditions under which Covered Entity may disclose or have disclosed to Business Associate, and Business Associate may create, receive, maintain, transmit, or use Protected Health Information and Electronic Protected Health Information on behalf of Covered Entity. NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, and for other good and valuable consideration, the Parties agree as follows: SECTION 1 DEFINITIONS Capitalized terms used, but not otherwise defined, in this BAA have the meaning ascribed to them in HIPAA or the Agreement(s), as the case may be. "Protected Health Infomiatiorl" (also referred to as "PHI") and `Electronic PHI" have the meanings ascribed to, respectively, Protected Health Information and Electronic Protected Health Information in HIPAA at 45 CFR 160.103, except limited for the purposes of this BAA solely to PHI and Electronic PHI that Business Associate or Business Associate's permitted agents or subcontractors create, receive, maintain or transmit for or on behalf of Covered Entity. The term "PHI" includes "Electronic PHI". (D0306953.DOC / 1 ) 74702389.3 0064029-00003 SECTION 2 EFFECT AND INTERPRETATION The provisions of this BAA apply with respect to Business Associate's use or disclosure of PHI. In the event of any conflict or inconsistency between the Agreement(s) and this BAA concerning the use or disclosure of PHI, the provisions of this BAA will prevail, unless the Parties mutually agree in writing that the applicable provisions of the Agreement(s) are more protective of PHI. The provisions of this BAA are intended in their totality to implement the requirements of HIPAA that pertain to agreements between Covered Entities and Business Associates. The provisions of the Agreement(s) will remain in full force and effect, and are amended by this BAA only to the extent necessary to effectuate the provisions of this BAA. SECTION 3 BUSINESS ASSOCIATE'S OBLIGATIONS (a) Limitations on _Uses and Disclosures. Business Associate shall not to use or disclose PHI other than as permitted or required by this BAA or as Required by Law. (b) Safeguards. Business Associate shall utilize appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this BAA. Without limiting the generality of the foregoing, Business Associate shall: (i) implement Administrative, Physical, and Technical Safeguards that reasonably and appropriately protect the Confidentiality, Integrity, and Availability of Electronic PHI that Business Associate creates, receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Security Rule at 45 C.F.R. Part 164, Subpart C; and (ii) ensure that any agent, including any subcontractor, of Business Associate to which Business Associate provides Electronic PHI agrees in writing to implement reasonable and appropriate safeguards to protect that Electronic PHI. (c) klitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate from any use or disclosure of PHI by Business Associate or Business Associate's agents or subcontractors that is in violation of this BAA or of the HIPAA Privacy Rule at 45 C.F.R. Part 164, Subpart E. (d) Renorling. Business Associate shall report promptly, but in no case later than thirty (30) days after discovery to Covered Entity any Security Incident, Breach of Unsecured PHI or any use or disclosure of PHI that is not authorized by this BAA of which Business Associate becomes aware. (e) Agents and Subcontractors. Business Associate shall ensure that any agent, including without limitation any subcontractor, of Business Associate to which Business Associate directly or indirectly provides PHI, agrees in writing to comply with the same restrictions and conditions with respect to such PHI that apply through this BAA to Business Associate. For the purposes of this BAA, all PHI provided at Business Associate's direction to (D0306953.DOC / 1 ) 74702389.3 0064029-00003 an agent or subcontractor of Business Associate will be deemed to have been provided to Business Associate and will be subject to the requirements of this Sectiosl a(e). (f) Access. In the event that PHI in Business Associate's possession constitutes a Designated Record Set, Business Associate shall provide, upon Covered Entity's reasonable advance notice to Business Associate and during Business Associate's regular business hours, tiinely access to acid copies of the PHI in Covered Entity's Designated Record Set to Covered c°,lltlt}" or, ai ('ovcrL, direction, to art Individ?} i1 wlth resr ect to that Individual"s PHI, in order that Covered Entity can comply with the requireinetit, of the l l I1': L,h Privacy Rule at 45 C.F.R. § 164.524 concerning access of Individuals to their PHI. lip the event an Individual contacts Business Associate or Business Associate's agent or subcontractor directly about gaining access to the Individual's PHI, Business Associate will forward such request to Covered Entity within five (5) business days of such contact and will provide access to and copies of such Individual's PHI to Covered Entity or to such Individual in accordance with the Tequirements of the HIPAA Privacy Rule at 45 C.F.R. § 164.524 as Covered Entity may direct. Business Associate may charge the Individual reasonable, cost -based fees, in conformance with the requirements of the HIPAA Privacy Rule at 45 C.F.R. § 164.524(c)(4), for the provision of copies of the Individual's PHI to the Individual. (g) Amendment of PHI. In the event that PHI in Business Associate's possession constitutes a Designated Record Set, Business Associate shall make timely amendments to the PHI in Covered Entity's Designated Record Set as Covered Entity may direct or agree to pursuant to the HIPAA Privacy Rule at 45 C.F.R. § 164.526. In the event an Individual contacts Business Associate or Business Associate's agent or subcontractor directly about making amendments to the Individual's PHI, Business Associate will promptly forward such request to Covered Entity and will make such amendments in accordance with the requirements of the HIPAA Privacy Rule at 45 C.F.R. § 164.526 as Covered Entity may direct. (h) Disclosure Documentation and Accounting of Disclosures. Business Associate shall document disclosures of PHI that are accountable pursuant to the requirements of the HIPAA Privacy Rule at 45 C.F.R. § 164.528 and the information related to such disclosures as required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of the Individual's PHI in accordance with the requirements of the HIPAA Privacy Rule at 45 C.F.R. § 164,528. Business Associate will provide promptly to Covered Entity or, at Covered Entity's request, to an Individual the information collected in accordance with this Section 3(11) in order to permit Covered Entity to respond to an Individual's request for an accounting of disclosures of the Individual's PHI in accordance with the requirements of the HIPAA Privacy Rule at 45 C.F.R. § 164.528. (i) ,%ccess to Business Associate's Internal Practices. Business Associate shall make its internal practices (including its policies and procedures), books, and records relating to use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary of the U.S. Department of Health and Human Services for purposes of determining Covered Entity's compliance with the HIPAA Privacy Rule at 45 C.F.R. Part 164, Subpart E. (D0306953.DOC / 1 ) 74702389.3 0064029-00003 (j) Breach Notification. Business Associate shall comply with the Breach Notification requirements applicable to business associates set forth in 45 C.F.R. § 164.410 with regard to Breaches of Unsecured PHI. SECTION 4 BUSINESS ASSOCIATE'S PERMITTED USES AND DISCLOSURES (a) Penninecl [jse5 .iiid Qlscloslil-es. Except as otherwise limited by this BAA, Business Associate may use or disclose PHI to provide the Services for and on behalf of Covered Entity as specified in the Agreement(s), provided that, other than as permitted by the following Paragraphs (i) through (iii) of this Section 4(a), Business Associate may not use or disclose PHI in a manner that would violate the HIPAA Privacy Rule at 45 C.F.R. Part 164, Subpart E if done by Covered Entity. (i) Business Associate may use PHI as necessary for its proper management and administration or to carry out its legal responsibilities. (ii) Business Associate may disclose PHI as necessary for its proper management and administration or to carry out its legal responsibilities, provided that the disclosure is either Required By Law or Business Associate obtains reasonable assurance in writing from the Person to whom Business Associate Discloses the PHI that such Person will (A) protect the confidentiality of the PHI; (B) use or further disclose the PHI only as Required By Law or for the purpose for which the PHI was disclosed to the Person; and (C) promptly notify Business Associate of any instance of which the Person becomes aware in which the confidentiality of the PHI has been breached. (iii) Business Associate may use and disclose PHI to provide Data Aggregation services relating to Covered Entity's Health Care Operations as permitted by the HIPAA Privacy Rule at 45 C.F.R. § 164.504(e)(2)(i)(B). (b) De -Identified Information. Business Associate may de -identify any PHI, provided that the de -identification procedure and resulting de -identified information satisfy the requirements, including the documentation requirements, of the HIPAA Privacy Rule at 45 C.F.R. § 164.514(b). Business Associate may use or disclose such de -identified information at its discretion (as such de -identified information does not constitute PHI and is not subject to the terms of this BAA or to regulation by the HIPAA Privacy Rule), provided that such use or disclosure is not inconsistent with the Agreement(s). SECTION 5 COVERED ENTITY'S OBLIGATIONS (a) Coverer] Entity Assistance. Covered Entity will cooperate with and assist Business Associate in meeting Business Associate's compliance obligations under this BAA and any other applicable provision of HIPAA. (b) Requested Restrictions. Covered Entity will notify Business Associate, in writing, of any restriction on the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, which permits an Individual to request certain restrictions (D0306953.DOC / 1 ) 74702389.3 0064029-00003 of uses and disclosures, to the extent that such restriction may affect Business Associate's use or disclosure of PHI; (c) (_PI�:,��r_C• W nr lteV OCL� Jun of P-rrrij's.sior7. Covered Entity will notify Business Associate of any change in, or revocation of, the permission by an Individual to use or disclose the Individual's PHI to which Covered Entity agrees pursuant to the HIPAA Privacy Rule at 45 C.F.R. § 164.522(a) or to which an Individual's authorization pursuant to the HIPAA Privacy Rule at 45 C.F.R. § 164.508 applies, if such change or revocation affects Business Associate's permitted or required uses or disclosures of such PHI. Business Associate shall thereafter conform its use or disclosure of such PHI to such change in, or revocation of, the permission, until instructed otherwise in writing by Covered Entity. (d) Reuirement to Accommodate an Individual's Request. Covered Entity will notify Business Associate of any requirement to accommodate an Individual's reasonable request for confidential communication of the Individual's PHI pursuant to the HIPAA Privacy Rule at 45 C.F.R. § 164.522(b), if such requirement affects Business Associate's permitted or required uses or disclosures of such PHI. Business Associate shall thereafter conform its use or disclosure of such PHI to comply with such request for confidential communication. SECTION 6 TERM AND TERMINATION (a) Term. This BAA will commence as of the BAA Effective Date and will remain in effect for a period that is coterminous with the Agreement(s), unless: (i) this BAA is terminated sooner in accordance with either Section 6(b) or Section 6(c); or (ii) the Agreement(s) is amended by written agreement of the Parties in a manner that the Parties mutually agree renders the provisions of this BAA unnecessary. (b) Tem3inatioi7 for Material Breach. Either Party may terminate this BAA based upon a material breach of this BAA by the other Party, provided that the non -breaching Party gives the breaching Party written notice of the material breach and, if cure of the material breach is possible, the opportunity to cure such breach within thirty (30) days following such notice. If such breach is not cured during the notice period or if cure is not possible, the non -breaching Party may then effect an immediate termination of this BAA by notice thereof to the breaching Party. (c) Terzrunation Permitted Due to Chan �e in n Law. Either Party may terminate this BAA as permitted in accordance with Section 7(b)(4) upon a change in law that causes performance of this BAA to violate the law. (d) Effect of Termination. (i) Except as provided in Paragraph (ii) of this Section-6(d}, upon termination of this BAA for any reason, Business Associate will, within thirty (30) days following the effective date of the termination of this BAA, return or destroy all PHI received from ID0306953.DOC/1 ) 74702389.3 0064029-00003 Covered Entity, or created, received or maintained by Business Associate on behalf of Covered Entity, including any such PHI that Business Associate disclosed to or is created, received or maintained by Business Associate's agents and subcontractors. Business Associate and its agents and subcontractors will retain no copies of the PHI, except as permitted by Paragraph (ii) of this Section 6(d). (ii) In the event that Business Associate and Covered Entity mutually determine, in accordance with the Agreement(s) or otherwise, that returning or destroying any of the PHI is infeasible, Business Associate will promptly document for Covered Entity the PHI that cannot reasonably be returned or destroyed and the circumstances, including the purposes that make the return or destruction of that PHI infeasible. Based on such determination, Business Associate will extend the protections of this BAA to that PHI and limit any further use or disclosure of that PHI to those purposes that make its return or destruction infeasible, for so long as Business Associate maintains that PHI. (iii) The Parties acknowledge and agree that Business Associate's creation, receipt and maintenance of any PHI pursuant to the Agreement(s) is conditioned upon this BAA being in full force and effect. Therefore, upon termination of this BAA, Covered Entity will refrain from submitting PHI to Business Associate, and Business Associate will refrain from creating, receiving or maintaining PHI on behalf of Covered Entity. In the event of termination of this BAA under either Section 6(b) or Section 6(c), either Party may also elect to terminate the Agreement(s). In the event the Parties engage in negotiations undertaken in accordance with Section 7(b), the Parties will suspend during such negotiations both (A) any provision of the Agreement(s) requiring or obligating either Party to use or disclose PHI in a manner that either Party reasonably believes would violate HIPAA or any other applicable state or federal law or regulation, and (B) Covered Entity's obligation to pay any applicable fees that would otherwise be due to Business Associate under the Agreement(s) with respect to such suspended provisions of the Agreement(s). (iv) The obligations of this Section h(1_f , will survive expiration or termination of this BAA. SECTION 7 MISCELLANEOUS (a) Regulatory References. A reference in this BAA to a provision of the HIPAA means the provision as in effect or as amended from time to time and for which compliance is required. (b) Amendment. This BAA may not be amended except by the mutual written agreement of the Parties. (i) The Parties agree to work together in good faith to make such technical amendments to this BAA as from time to time may be necessary or appropriate for Covered Entity and Business Associate to comply with the requirements of HIPAA or {D0306953.DOCI1 } 74702399.3 0064029-00003 other applicable provisions of federal or state law, as such laws or regulations may be amended from time to time. (ii) Should HIPAA or any other applicable federal or state law, rules or regulation, now existing or enacted after the BAA Effective Date, be amended or interpreted by judicial decision or Governmental Authority in such a manner that either Party reasonably determines renders any provision of this BAA in violation of such law, rule or regulation or adversely affects the Party's abilities to perform its or his obligations under this BAA, the Parties agree to negotiate in good faith to amend this BAA so as to bring the BAA into compliance with such law, rule or regulation and to preserve the viability of this BAA. If, after negotiating in good faith, the Parties are unable to reach agreement as to any necessary amendments within thirty (30) days before the date on which compliance with such law, rule or regulation is required, either Party may terminate this BAA and the Agreement(s), without penalty, upon notice to the other Party. (c) Assignment. This BAA is intended to bind only the Parties and their respective successors, and may not be assigned by either Party without the express written consent of the other Party, which consent may be withheld at the other Party's discretion. (d) Entire Agreement. This BAA and the Agreement(s) constitute the entire agreement between the Parties concerning the subject herein and therein, and supersedes all prior oral or written understandings and agreements between the Parties relating to this BAA and the Agreement(s). (e) Inte1pretation. Any ambiguity in this BAA will be resolved in favor of a meaning that permits Covered Entity and Business Associate to comply with the HIPAA Rules. Where provisions of this BAA are different from those permitted, but not mandated, by the HIPAA Rules, the provisions of this BAA will control. (f) Third. Party Beneficiaries, This BAA is intended for the sole benefit of the Parties and does not create any third party beneficiary rights. (g) Waiver. No provision of this BAA may be waived except in writing and signed by the waiving Party. A waiver of any term or provision of this BAA shall not be construed as a waiver of any other term or provision of this BAA. (h) Notices. The Parties shall send any report or notice required or permitted by this BAA to the addresses and in accordance with the procedures set forth in Section 8.14 of the Agreement(s). (i) Severability. In the event that any provision of this BAA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, such provision shall be severed from this BAA and the remaining provisions of the BAA will remain in force and effect, unless the severed provision renders this BAA no longer in compliance with the requirements of and the Parties are unable to resolve that non-compliance in accordance with the procedures set forth in Paragraph (ii) of Section 7(b). (D0306953.DOC / 1 ) 74702389.3 0064029-00003 (j) (iovcniiii Except to the extent this BAA is governed by federal law, this BAA shall be governed and interpreted in accordance with the governing law provision of the Agreement(s). [signatures on following page] {D0306953.DOC / 1 } 74702389.3 0064029-00003 IN WITNESS WHEREOF, the Parties have entered into this BAA as of the BAA Effective Date. COVERED ENTITY The City of Federal Way As Covered Entity. BUSINESS ASSOCIATE ADURO, INC. As Business Associate (D0306953.DOC / 11 74702389.3 0064029-00003 ��--� ADURINC-01 NANCYREEVI (M M/DD/YYYY) _ CERTIFICATE OF LIABILITY INSURANCE DATE 91(MM/ 9 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # GA#0656746 AHT Insurance 600 University Street #1200 Seattle, WA 98101 INSURED Aduro, Inc. 17425 NE Union Hill Road, #100 Redmond, WA 98052 CONTACT NAME: (A/cC. No, Ext): (206) 269-0122 lac,_NO)!(206) 269-0179 RER B : INSURER D INSURER F : INSUREI AFFORDING COVERAGE Federal Insurance Company 20281 a :OVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS_, T R TYPE OF INSURANCE INSD WVD POLICY NUMBER PO/[jnryYYYI L—.. ,,.DDfYYVV ..._.... LIMITS (n�m.. ) A X COMMERCIAL GENERAL LIABILITY FACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR 36055892 10/1/2019 10/1/2020—rF1,000,000 10,000 MFn FXP (Any one peLsML $ PERSONAL & ADV INJURY $ 1'000'00_ I GI AGE-, LGAT@ LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,00� i — PRO 2,000,00U X I POLICY JECT LOC PRODUCTS $ A - �rIMBINEDSINGLELIMIT 1,000,000 AUTOMOBILE LIABILITY J--,,-r, ;;crr $ ANY AUTO 73605130 10/1/2019 10/1/2020 BODILY INJURY Perperson) $ OWNED F7 SCHEDULED AUTOS ONLY AU©©T��OSW��pp BODILY INJURY (Per accident $ X HIRED 11 f�:ONL! X N - PR,OPERTYLDAN^AGE AUTOS ONLY A 1 $ —------- 5,000,000 A X I UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ EXCESSLIAB CLAIMS -MADE 78189067 10/1/2019 10/1/2020 AGGREGATE $ 5,000,000 DED I X I RETENTION $ 10,000 _ $ A WORKERS COMPENSATION PER X OTH- AND EMPLOYERS LIABILITY STATUTE 36055892 10/1/2019 10/1/2020 11000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE YE.L EACH ACCIDENT FICER/MEMBER EXCLUDED? NIA 1,000,000 Nyti E L_DISEASE= EA EMPLOYEE $, If yes, describe under I 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Evidence of Insurance. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN tY y ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave S. Federal Way, WA 98003 AUTHORIZED REPRESENTATIVE I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADURINC-01 N.ANCYREEVES ACOR L7 DATE (M MIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 9/24/2019 I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # CA#0658748 CONTACT AHT Insurance PHONE 206 269-0122 FAX, No : 206 269-0179 600 University Street #1200 (A/C. N.o, Ext): ( _ ( ) Seattle, WA 98101 Ata A6$; _ _ INSURED Aduro, Inc. 17425 NE Union Hill Road, #100 Redmond, WA 98052 INSURER(S) AFFORDING COVERAGE INSURER A: Federal Insurance Company INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : NAIC # :OVERAGES CERTI=ICATENIUMBER: _REVISION NUMBER. - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ISR TYPE OF INSURANCE ADDL SUER POLICY NUMBER (M.'DDY EYY PM DDY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE g 1,000,000 CLAIMS -MADE X OCCUR 36055892 10/1/2019 10/1/2020 DAMAGE TO RENTED 1,000,000 MED EXP An one erson S 10,000 —1—Al o 1,,,1111 11 IDV 1. 1,000,000 A GEN1AGGREGATE LIMIT APPLIES PER: X POLICY JECT LOC . CI H L R GENERAL: AGGREGATE PRODUCTS - COMP/OP AGG $ $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUU�TryryO-0�SWVyNN pp ALITf}DS ONLY AliTi35 07 Y ._ 73605130 10/1/2019 OMBINED SINGLE LIMIT e:d r', !-I I � 10/1/2020 BODILY INJURY Per ersoq BODILY INJURY Per accident Irfcr Dc.ci - DAMAGE 1,000,000 $ $ $ A X. UMBRELLA LIAB I X OCCUR EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ 10,000 8189067 10/1/2019 10/1/2020 EACH OCCURRENCE $ 5,000,000 $ 5,000,000 $ AGGREGATE A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y❑ J��FICERIM MBEREXCLUDED? (Marsdatory�n NH) It yes, describe under -___._---__------.-._.._. NIA 36055892 10/1/2019 10/1/2020 � STATUTE TE X OTH- 1,000,000 $ ___ $ _ 1,000.000, �e 1,000,000 El. EACH ACCIDENT E L. DISEASE =EA EMPLf1YE , cne� . , �ean��nvion�rr DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Evidence of Insurance. City of Federal Way 33325 8th Ave S. Federal Way, WA 98003 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 7 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD