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AG 16-156 - OPTUMHEALTH CARE SOLUTIONS, INC.RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV; PARKS -FEDERAL WAY COMMUNITY CENTER (FWCC) 2. ORIGINATING STAFF PERSON: KIMBERLY SHELTON EXT: 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT It 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 S. PROJECTNAME: FITNESS PASSPORT SERVICE AGREEMENT G. NAME OF CONTRACTOR: OPTUMHEALTH CARE SOLUTIONS, INC. (HEALTY CONTRIBUTIONS IS REIMBURSEMENT PROCESSOR) ADDRESS: 11000 OPTUM CIRCLE; EDEN PRAIRIE, MN 55344 TELEPHONE E-MAIL: FAX: SIGNATURE NAME: JOEL COSTA TITLE CFO 7. EXHIBITS AND ATTACHMENTS: 11 SCOPE, WORK OR SERVICES 0 COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 07/21/2016 COMPLETION DATE: AUTO RENEW ANNUALLY 9. TOTAL COMPENSATION $ (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 ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED ❑ LAW DEPARTMENT It SIGNATORY (MAYOR OR DIRECTOR) KIMBERLY SHELTON ❑ CITY CLERK A ASSIGNED AG# AG# 16-156 (ORIGINAL & AMENDMENTS A & B) COMMENTS: provided to City Clerk's Office on 10/11/2021 2/2017 AG #16-156b toogc*wr healthy contributions Wellness. Rewarded. PROGRAM AGREEMENT ?� ? i ujA %W3 Primary Address: �P mod" Address #2: Business Name (DBA): l LQ c6ti+Aut. Primary Contact Number: Business Name (Legal): a ved city: re,,U.Y-pL-f lA1tc+.1 State: WA Zip: 9 R-0l)--z-) This Aggreement is made on OcAv�r lv , 20 K!, by and between Healthy Contributions, LLC ("HC") and Fgrf +rcc l Ou A (CYYim tg.., 'rCtient") will confirm the arrangement under which HC is providing payment -processing services for Client's facility and data trarAfer and disbursement services for the Optum BeWell Program (Program Provider) , all as set out below. 1. Appointment: Client hereby appoints HC to act as its reimbursement processor for the Optum BeWell Program. The duties of HC are as follows: (A) provide a platform for the entry of data; (B) collect and provide specific Program usage data to the Program Provider; (C) return status of this data to Client via web reporting; and (D) if applicable, disburse any monies to the Client based upon instructions from the Program Provider. 2. Service: HC agrees to facilitate the collection and transfer of data and funds for Client as this information is provided to HC. To that end, by the 5th calendar day of each month for the prior month, Client shall provide HC with the member usage information for Client's facility as requested, and in the format required, by HC. Disbursement of funds hereunder by HC to Client shall occur at the times agreed to by HC and the Program Provider, but is contingent upon data and funds received from the associated Program Provider, and upon Client's provision of member usage information in the formats required by HC. 3. Management: HC has agreed to manage the reimbursement portion of the Optum BeWell Program. Management and maintenance of Client shall include audits of usage data. Client's staff is subject to record and data review by HC. Instances where HC has reasonable cause for audits or record and data reviews will be initiated with a written notice that specifies the purpose and scope of the record and data review and will be sent to Client by certified mail. If improprieties are found or suspected, a review of participation will be initiated with due process and Program Provider in question and may result in a warning, probation, suspension or Client's permanent removal from the program. 4. Fees: Optum agrees to pay all applicable HC fees on behalf of the Client, for services herein. HC will not be liable to Client or be in breach of this Agreement for events directly related to the failure of Client to comply with its reporting obligations to HC or due to the failure of the Program Provider to provide HC with the appropriate information so that HC can perform its obligations hereunder. In the event that Optum fails to pay any HC fees on behalf of the Client as set forth herein, HC can immediately terminate this Agreement upon written notice to Client, and Client will notify all participating members of the program that benefits will cease. 5. Termination Ft Closing club(s): Unless otherwise terminated pursuant to Section 4, either party may terminate this Agreement by giving the other party (30) days written notice. If Client is discontinuing its involvement in a Program, it will immediately notify all participating members of the Program that benefits will cease. It must also immediately notify HC to close out accounts and provide HC with current member status. HC will notify the Program Provider, if necessary. 6. Sale: If Client sells the facility to a new owner, client must agree to provide to Healthy Contributions the identity and contact information of new ownership. This agreement will immediately terminate without further obligation from HC or Client. Fees that are owed for the final processing period will be the responsibility of Optum. Any processing that is submitted past the date of sale is still calculated by usage month and Optum is responsible for paying these fees to HC. 7, Confidentiality: During the term of this Agreement and at any time after, Client will keep confidential and not disclose any Confidential Information (as defined below) nor will Client use the Confidential Information listed below for a purpose causing harm or damage to HC. Client will hold the Confidential Information in strict confidence and will protect it with the same diligence that it protects its own confidential information. Confidential Information shall include, but not be limited to, the terms of this Agreement, including any financial terms, trade secrets, the identity of any Program providers, unique identifiers, Personal Information (as defined below), and reimbursement amounts. 8. Privacy: During the term of this Agreement and at any time after, if Client obtains or has access to "Personal Information", Client agrees to comply with all applicable privacy laws and to hold and protect all "Personal Information" in strict confidence and maintain the confidentiality of this information except as required by law or a court order. a. "Personal Information" means any information about or concerning an individual including, but not limited to: i. An individual's first name or first initial and his or her last name, or any information concerning a natural person which, because of name, number, personal mark, or other identifier, can be used to identify such natural person whether or not in combination with any one or more of the following data elements: (A) social security number; (B) driver's license number or state identification card number; (C) checking account number, savings account number or other account number alone if no other information is required to access such account or otherwise commit identity theft or misuse such information; (D) credit or debit card number; (E) account passwords or personal identification numbers, other access codes, or any other accounts or resources; (F) electronic identification number; (G) digital signatures; (H) biometric data, including fingerprints, (1) birth date; (J) parent's legal surname prior to marriage; (K) identification number assigned by an employer; (L) any individually identifiable information, in electronic or physical form, regarding the individual's medical history or medical treatment or diagnosis by a health care professional; 9. Forms; Programs: . HC shall advise Client that Client's facility has the option to either 1.) Maintain original documents related to the participating member's Program Providers enrollment forms in a secure location consistent with existing record retention policies, 2.) Return documents and forms back to the member after inserting this information into the enrollment website, or 3.) Destroy forms in a 5 For internal use only secure manner. All options stand unless state law record retention requirements state otherwise. Client is solely responsible for the membership agreement that Client uses. HC will provide Client with a copy of the participating Program Provider's enrollment forms and Client shall make copies for enrollment. Client will not be allowed to make changes to the enrollment forms. 10. Visits: ALL visits for this Program by Client's members must be performed at Client's facility. Events, programs, classes or other activities hosted by Client outside of Client's physical facility will also be eligible for being counted in the cumulative total number of visits for members if Client has a commercially reasonable method of tracking such activity. 11. Trademark Usage: All advertisements or other marketing materials referencing a Program Provider's name, trademark, service mark, Logo or other commercial symbol must be approved by that Program Provider's legal department prior to publication by Client. Requests can be facilitated through HC. 12. Indemnification: Liability: The parties agree to defend, indemnify and hold each other , harmless , its owners and affiliates, and each of them, and their respective officers, directors, employees, shareholders, agents, insurers, and representatives from and against any and all demands, Losses, actions, damages, claims, costs, expenses and liability (including attorneys' fees) ("Damages") whether or not involving any third party claim, that results from or arises out of directly or indirectly: (a) any act or omission ; or (b) any injury or Damage caused in connection with providing services hereunder. 13. Dispute Resolution: In the event that any dispute, claim, or controversy of any kind or nature relating to this Agreement arises between the Parties, the Parties agree to meet and make a good faith effort to resolve the dispute. If the dispute is not resolved within thirty (30) days after the Parties first met to discuss it, and either Party wishes to further pursue resolution of the dispute, that Party shall refer the dispute to non -binding mediation under the Commercial Mediation Rules of the American Arbitration Association ("AAA"). In no event may the mediation be initiated more than one (1) year after the date one Party first gave written notice of the dispute to the other Party. A single mediator engaged in the practice of law, who is knowledgeable as to the subject matter relevant to the dispute, shall conduct the mediation under the then current rules of the AAA. The mediation shall be held in a mutually agreeable site. Nothing herein is included to prevent either Party from seeking any other remedy available at law including seeking redress in a court of competent jurisdiction. 14. Entire Agreement: This Agreement, including the documents referenced herein, is the only agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, whether written or oral, relating hereto. No purported amendment, modification or waiver of any provision of this Agreement shall be binding unless set forth in a written document signed by all parties (in the case of amendments or modifications) or by the party to be charged thereby (in the case of waivers); provided, however, HC may amend the FPREtD and the Policy (all as defined below) at any time. Copies of this Agreement with signatures transmitted by facsimile shall be deemed to be original signed versions of this Agreement. 15. Additional Documents: Client acknowledges that it has read and understands this Agreement, the Optum BeWell Program Information Packet document, and the Cancellation Policy (the "Policy"). In the event of a conflict between the terms of this Agreement and any of the foregoing documents, the terms of this Agreement shall control. 16. Facility Liability Insurance: Client will at its own cost and expense, maintain (and cause its subcontractors working on the facility, if any to maintain) the following insurance coverage in full force: Workers' Compensation Insurance and Commercial Liability Insurance, with limits of not less than $1,000,000. The insured must give Healthy Contributions thirty (30) days' written notice before the insurance is cancelled or altered in a way that no Longer satisfies the requirements Client will need to provide a copy of the current certificate of liability insurance. 17. Benefits; Assignment: This Agreement shall inure to the benefit of and shall bind the successors and permitted times assigns of both parties to this Agreement. Client may not assign or transfer its interest in this Agreement without the prior written consent of HC. 18. Acknowledgments: Client acknowledges: (A) that HC is not a payer of services, nor an insurer with respect to any services provided by Client and its only obligation with respect to funds received from the Program Provider is to disburse the funds in accordance with the instructions of the Program Provider; (B) that HC shall have no obligation to disburse funds hereunder if a Program Provider fails to provide the funds for reimbursement to HC; and (C) that HC has not made any representation, warranty or guarantee as to any revenue that it may derive from any program. 19. Assignment: Neither party shall assign this agreement, its rights or obligations under this agreement or grant a security interest in or pledge as collateral any interest herein or therein without written consent of the non -assigning party. 20. Non -exclusivity: Each party understands and acknowledges that the relationship created hereby is of a non-exclusive nature, meaning that either party may do business with any other party that provides the same or similar services. 21. Email: Healthy Contributions may from time to time send emails to the addresses referenced in the Smart login forms to update of program changes, enhancements and other pertinent information. These may include communications from health plans or promotional advertisings in connection with our standard services. Notwithstanding, any formal notifications regarding this Agreement shall be sent to the other party via certified mail for approval and verification that such mailings do not violate privacy laws or opt out notifications by the intended recipient. Healthy Contributions, LLC 1-800-317-2739 By: Title: Signature: Date Client Disbursement Option: Direct to Club By: Title: UM f'1 VL'5EY- Signature: Date 1 l 6 For internal use only AG # 16-156a tg%r_ healthy contributions Wellness. Rewarded. PROGRAM AGREEMENT Primary Address: 1�14 S 333 rd S4 Address #2: Business Name (DBA): ��Q 41u OYVA- 6.4� Primary Con act Number: ZS3� 35 i�] d O Business Name (Legal): G r,LJ W City: State: WA Zip: -9 S. 3 This greement is ma on A us+ ZZ 20 t L, by and between Healthy Contributions, LLC ("HC") and i•L 1. ("Client") will confirm the arrangement under which HC is providing payment -processing services for Client's facility and data tfansfer and disbursement services for the Optum BeWell Program (Program Provider) , all as set out below. 1. Appointment: Client hereby appoints HC to act as its reimbursement processor for the Optum BeWell Program. The duties of HC are as follows: (A) provide a platform for the entry of data; (B) collect and provide specific Program usage data to the Program Provider; (C) return status of this data to Client via web reporting; and (D) if applicable, disburse any monies to the Client based upon instructions from the Program Provider. 2. Service: HC agrees to facilitate the collection and transfer of data and funds for Client as this information is provided to HC. To that end, by the 5th calendar day of each month for the prior month, Client shall provide HC with the member usage information for Client's facility as requested, and in the format required, by HC. Disbursement of funds hereunder by HC to Client shall occur at the times agreed to by HC and the Program Provider, but is contingent upon data and funds received from the associated Program Provider, and upon Client's provision of member usage information in the formats required by HC. 3. Management: HC has agreed to manage the reimbursement portion of the Optum BeWell Program. Management and maintenance of Client shall include audits of usage data. Client's staff is subject to record and data review by HC. Instances where HC has reasonable cause for audits or record and data reviews will be initiated with a written notice that specifies the purpose and scope of the record and data review and will be sent to Client by certified mail. If improprieties are found or suspected, a review of participation will be initiated with due process and Program Provider in question and may result in a warning, probation, suspension or Client's permanent removal from the program. 4. Fees: Optum agrees to pay all applicable HC fees on behalf of the Client, for services herein. HC will not be liable to Client or be in breach of this Agreement for events directly related to the failure of Client to comply with its reporting obligations to HC or due to the failure of the Program Provider to provide HC with the appropriate information so that HC can perform its obligations hereunder. In the event that Optum fails to pay any HC fees on behalf of the Client as set forth herein, HC can immediately terminate this Agreement upon written notice to Client, and Client will notify all participating members of the program that benefits will cease. 5. Termination @ Closing club(s): Unless otherwise terminated pursuant to Section 4, either party may terminate this Agreement by giving the other party (30) days written notice. If Client is discontinuing its involvement in a Program, it will immediately notify all participating members of the Program that benefits will cease. It must also immediately notify HC to close out accounts and provide HC with current member status. HC will notify the Program Provider, if necessary. 6. Sale: If Client sells the facility to a new owner, client must agree to provide to Healthy Contributions the identity and contact information of new ownership. This agreement will immediately terminate without further obligation from HC or Client. Fees that are owed for the final processing period will be the responsibility of Optum. Any processing that is submitted past the date of sale is still calculated by usage month and Optum is responsible for paying these fees to HC. 7. Confidentiality: During the term of this Agreement and at any time after, Client will keep confidential and not disclose any Confidential Information (as defined below) nor will Client use the Confidential Information listed below for a purpose causing harm or damage to HC. Client will hold the Confidential Information in strict confidence and will protect it with the same diligence that it protects its own confidential information. Confidential Information shall include, but not be limited to, the terms of this Agreement, including any financial terms, trade secrets, the identity of any Program providers, unique identifiers, Personal Information (as defined below), and reimbursement amounts. 8. Privacy: During the term of this Agreement and at any time after, if Client obtains or has access to "Personal Information", Client agrees to comply with all applicable privacy laws and to hold and protect all "Personal Information" in strict confidence and maintain the confidentiality of this information except as required by law or a court order. a. "Personal Information" means any information about or concerning an individual including, but not limited to: i. An individual's first name or first initial and his or her last name, or any information concerning a natural person which, because of name, number, personal mark, or other identifier, can be used to identify such natural person whether or not in combination with any one or more of the following data elements: (A) social security number; (B) driver's license number or state identification card number; (C) checking account number, savings account number or other account number alone if no other information is required to access such account or otherwise commit identity theft or misuse such information; (D) credit or debit card number; (E) account passwords or personal identification numbers, other access codes, or any other accounts or resources; (F) electronic identification number; (G) digital signatures; (H) biometric data, including fingerprints; (1) birth date; (J) parent's legal surname prior to marriage; (K) identification number assigned by an employer; (L) any individually identifiable information, in electronic or physical form, regarding the individual's medical history or medical treatment or diagnosis by a health care professional; 9_ Forms; Programs: . HC shall advise Client that Client's facility has the option to either 1.) Maintain original documents related to the participating member's Program Providers enrollment forms in a secure location consistent with existing record retention policies, 2.) Return documents and forms back to the member after inserting this information into the enrollment website, or 3.) Destroy forms in a 5 For internal use only secure manner. All options stand unless state law record retention requirements state otherwise. Client is solely responsible for the membership agreement that Client uses. HC will provide Client with a copy of the participating Program Provider's enrollment forms and Client shall make copies for enrollment. Client will not be allowed to make changes to the enrollment forms. 10. Visits: All visits for this Program by Client's members must be performed at Client's facility. Events, programs, classes or other activities hosted by Client outside of Client's physical facility will also be eligible for being counted in the cumulative total number of visits for members if Client has a commercially reasonable method of tracking such activity. 11. Trademark Usage: All advertisements or other marketing materials referencing a Program Provider's name, trademark, service mark, logo or other commercial symbol must be approved by that Program Provider's legal department prior to publication by Client. Requests can be facilitated through HC. 12. Indemnification: Liability: The parties agree to defend, indemnify and hold each other , harmless , its owners and affiliates, and each of them, and their respective officers, directors, employees, shareholders, agents, insurers, and representatives from and against any and all demands, losses, actions, damages, claims, costs, expenses and liability (including attorneys' fees) ("Damages") whether or not involving any third party claim, that results from or arises out of directly or indirectly: (a) any act or omission ; or (b) any injury or Damage caused in connection with providing services hereunder. 13. Dispute Resolution: In the event that any dispute, claim, or controversy of any kind or nature relating to this Agreement arises between the Parties, the Parties agree to meet and make a good faith effort to resolve the dispute. If the dispute is not resolved within thirty (30) days after the Parties first met to discuss it, and either Party wishes to further pursue resolution of the dispute, that Party shall refer the dispute to non -binding mediation under the Commercial Mediation Rules of the American Arbitration Association ("AAA"). In no event may the mediation be initiated more than one (1) year after the date one Party first gave written notice of the dispute to the other Party. A single mediator engaged in the practice of law, who is knowledgeable as to the subject matter relevant to the dispute, shall conduct the mediation under the then current rules of the AAA. The mediation shall be held in a mutually agreeable site. Nothing herein is included to prevent either Party from seeking any other remedy available at Law including seeking redress in a court of competent jurisdiction. 14. Entire Agreement: This Agreement, including the documents referenced herein, is the only agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, whether written or oral, relating hereto. No purported amendment, modification or waiver of any provision of this Agreement shall be binding unless set forth in a written document signed by all parties (in the case of amendments or modifications) or by the party to be charged thereby (in the case of waivers); provided, however, HC may amend the FPREtD and the Policy (all as defined below) at any time. Copies of this Agreement with signatures transmitted by facsimile shall be deemed to be original signed versions of this Agreement. 15. Additional Documents: Client acknowledges that it has read and understands this Agreement, the Optum BeWeIL Program Information Packet document, and the Cancellation Policy (the "Policy"). In the event of a conflict between the terms of this Agreement and any of the foregoing documents, the terms of this Agreement shall control. 16. Facility Liability Insurance: Client will at its own cost and expense, maintain (and cause its subcontractors working on the facility, if any to maintain) the following insurance coverage in full force: Workers' Compensation Insurance and Commercial Liability Insurance, with limits of not less than $1,000,000. The insured must give Healthy Contributions thirty (30) days' written notice before the insurance is cancelled or altered in a way that no Longer satisfies the requirements Client will need to provide a copy of the current certificate of liability insurance. 17. Benefits; Assignment: This Agreement shall inure to the benefit of and shall bind the successors and permitted times assigns of both parties to this Agreement. Client may not assign or transfer its interest in this Agreement without the prior written consent of HC. 18. Acknowledgments: Client acknowledges: (A) that HC is not a payer of services, nor an insurer with respect to any services provided by Client and its only obligation with respect to funds received from the Program Provider is to disburse the funds in accordance with the instructions of the Program Provider; (B) that HC shall have no obligation to disburse funds hereunder if a Program Provider fails to provide the funds for reimbursement to HC; and (C) that HC has not made any representation, warranty or guarantee as to any revenue that it may derive from any program. 19. Assignment: Neither party shall assign this agreement, its rights or obligations under this agreement or grant a security interest in or pledge as collateral any interest herein or therein without written consent of the non -assigning party. 20. Non -exclusivity: Each party understands and acknowledges that the relationship created hereby is of a non-exclusive nature, meaning that either party may do business with any other party that provides the same or similar services. 21. Email: Healthy Contributions may from time to time send emails to the addresses referenced in the Smart login forms to update of program changes, enhancements and other pertinent information. These may include communications from health plans or promotional advertisings in connection with our standard services. Notwithstanding, any formal notifications regarding this Agreement shall be sent to the other party via certified mail for approval and verification that such mailings do not violate privacy laws or opt out notifications by the intended recipient. Healthy Contributions, LLC 1-800-317-2739 By: Title: Signature: Date Client <�leral Vjaq CornM- GAUD-r Disbursement Option: Direct to Club By: rt 5vIe L'�1 Title: Signature: Date } For internal use only DocuSign Envelope ID: 9C8298CA-1 E6D-4F52-9B68-3167A77B3ED5 AG #16-156 FITNESS PASSPORT SERVICE AGREEMENT This Fitness Passport Service Agreement (this "Agreement") is entered into on July 21, 2016 (the "Effective Date"), by and between OptumHealth Care Solutions, Inc., including its affiliates ("Optum") and City of Federal Way, dba Federal Way Community Center ("Network"). For purposes of this Agreement, Network and Optum shall collectively be referred to herein as the "Parties" and individually as a "Party". WHEREAS, Network wishes to become part of the Optum Fitness Passport Network comprised of facilities that provide services to support the Fitness Passport Program to customers of Optum; and WHEREAS, Optum provides its customers and related Members access to the Fitness Passport Program (as further described in Appendix A); and WHEREAS, Optum and Network wish to enter into this Agreement so that Optum customers and related Members may access the Fitness Passport Program and its associated benefits. NOW THEREFORE, the Parties agree as follows: ARTICLE 1 DEFINITIONS Except as otherwise specifically indicated, the following terms shall have the following meanings in this Agreement (such meanings to be equally applicable to both the singular and plural forms of the terms defined): Activation ID: A unique system -generated number assigned by Optum and used by both Parties to identify a Member who enrolls in the Fitness Passport Program. Activation Letter: A letter, which displays the Activation ID that Members print off and present to a Participating Network Facility to enroll in the Fitness Passport Program. Fitness Passport Program: A program sponsored by Optum as described in Appendix A herein. Eligible Member: A benefit holder or a benefit holder's spouse enrolled in a qualifying health plan that may or may not be a member of a Participating Network Facility and is not enrolled in the Fitness Passport Program. Member: A benefit holder or a benefit holder's spouse enrolled in a qualifying health plan that is enrolled in the Fitness Passport Program and is a member of a Participating Network Facility. Participating Network Facility: A Network facility including its branches contracted under this Agreement to provide services to Members under the Fitness Passport Program as outlined in Appendix A herein. Network Facility Reimbursement: The payment for which Optum has agreed to distribute to Network for each Member who meets or exceeds the established Fitness Passport Program visit requirements as defined by Optum in Appendix A. ARTICLE 2 TERM AND TERMINATION DocuSign Envelope ID: 9C8298CA-1 E6D-4F52-9B68-3167A77B3ED5 2.1 Term. The initial term of this Agreement shall begin on the Effective Date and shall continue for a period of twelve (12) months ("Initial Term"). Thereafter, this Agreement shall automatically renew for successive one (1) year terms (each a "Renewal Term"), unless sooner terminated in accordance with Section 2.2 of this Agreement. 2.2 Termination. This Agreement may be terminated by any of the following: a) After the Initial Term, during any Renewal Term thereafter, either Party may terminate this Agreement at any time by giving a minimum one hundred twenty (120) day written notice to the other Party; b) By either Party upon mutual written agreement; or c) If either Party breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after written notice is given by the non -breaching Party, the Agreement shall terminate at the end of the thirty (30) day period. Notwithstanding the above, this Agreement shall terminate immediately upon delivery to the other Party of written notice of termination on the occurrence of one of the following: a) Bankruptcy, insolvency or the dissolution of either Party; b) Assignment of this Agreement by either Party without the permission of the other Party; or c) The loss of any license, qualification, authorization, accreditation or certification required for a Party to perform its duties under this Agreement. Each Party agrees to notify the other Party in writing not later than five (5) business days after the occurrence of any of the events referred to immediately above. 2.3 Effect of Termination: Upon termination of this Agreement, each Party shall immediately cease using the other Party's name, symbol or logo ("Mark"), including but not limited to uses of the Mark authorized by this Agreement. Notwithstanding, the obligation to pay Network Facility Reimbursement to Network by Optum shall survive Termination for 120 days after the termination date. 2.4 Ongoing Obligations. Termination shall not affect either Party's liability for any obligations incurred by such Party prior to the effective date of termination. ARTICLE 3 OBLIGATIONS OF NETWORK 3.1 Access to, Fulfillment of, and Membership Fees for the Fitness Passport Program. Each Participating Network Facility shall provide all Members with access to the Participating Network Facility and all regular Network services, during the hours of operation as advertised by the Participating Network Facility to include, if applicable, an orientation to the Participating Network Facility and the equipment. In connection with participating in the Fitness Passport Program, each Participating Network Facility will provide Members with membership to their facility at the rate set forth in Appendix A. 3.2 Acknowledgement. Network acknowledges that Optum is not a payer of services nor an insurer with respect to any services provided by the Network as part of this Agreement. DocuSign Envelope ID: 9C8298CA-1 E6D-4F52-9B68-3167A77B3ED5 3.3 Compliance with Applicable Laws. Both Parties shall comply with all applicable local, state and federal laws. Network shall also obtain and maintain any and all licenses required to fulfill its duties and obligations under this Agreement. 3.4 Cooperation with Optum. Both Parties agree Network shall be the first point of contact for Members and Eligible Members and shall assume all service responsibility with respect to Member participation in the Fitness Passport Program, unless the Member contacts Optum first, in which case that Member will be re -directed to the Network. In the event of an escalated issue whereby Optum's assistance is required for resolution, Optum agrees to cooperate with Network in handling any complaints or inquiries from Members or Eligible Members regarding the Fitness Passport Program. 3.5 Account Management. Network will assign an account management team to support Optum with implementation of the Fitness Passport Program. ARTICLE 4 OBLIGATIONS OF OPTUM 4.1 Payment to Network. Optum shall pay Network the Network Facility Reimbursement set forth in Appendix A for each eligible Member that meets or exceeds the Fitness Passport Program's monthly visit requirement. Payment details for the Network Facility Reimbursement are set forth in Appendix A. 4.2 Hold Harmless. Network understands that Members are responsible for paying Participating Network Facilities the membership dues and/or associated fees. Optum shall not be responsible or liable for any membership dues and/or associated fees that a Member fails to pay to a Participating Network Facility. 4.3 Promotion of Services. Optum shall promote the Fitness Passport Program to Eligible Members through the Optum Web site, marketing and sales brochures, and other distribution channels designated by Optum, including but not limited to telephone and email communications. Optum shall be responsible for the design and production of any such materials and the design and maintenance of the Optum Web site. ARTICLE 5 CONFIDENTIALITY 5.1 Information. Each Party acknowledges that in the course of performing under this Agreement, it may learn confidential, trade secret, or proprietary information concerning the other Party or third parties to whom the other Party has an obligation of confidentiality. Each Party shall protect and shall not disclose the other's proprietary information, including but not limited to, trade secrets, lists of Activation IDs and Participating Network Facilities, Member information, reimbursement amounts, and patented, trademarked, trade -named, service -marked, and copyrighted material or other property belonging to it or to a third party to whom it has an obligation of confidentiality ("Confidential Information"). 5.2 Protection of Confidential Information. Each Party agrees that during the term of this Agreement: (a) it will use such Confidential Information only as permitted by this Agreement or as otherwise permitted in writing, (b) it will not disclose such Confidential Information orally or in writing to any third party without the prior written consent of the other Party, (c) it will take at least those precautions to protect the other's Confidential Information as it takes to protect its own similar information, and (d) it will not otherwise use such Confidential Information for its own purposes or that of any other person or entity. A Party may disclose Confidential Information if required by law, legal process, or court order, in which case the disclosing Party shall notify the other Party sufficiently in advance of the disclosure, as allowed DocuSign Envelope ID: 9C8298CA-1 E6D-4F52-9B68-3167A77B3ED5 by law, to permit intervention at its option. The obligations stated in this Section shall survive termination of this Agreement for so long either Party has access to the other's Confidential Information. 5.3 Privacy. Each Party agrees to be bound by any applicable state and federal rules and regulations concerning the privacy and security of Member information. ARTICLE 6 DISPUTE RESOLUTION In the event that any dispute, claim, or controversy of any kind or nature relating to this Agreement arises between the Parties, the Parties agree to meet and make a good faith effort to resolve the dispute. If the dispute is not resolved within thirty (30) days after the Parties first met to discuss it, and either Party wishes to further pursue resolution of the dispute, that Party shall refer the dispute to non -binding mediation under the Commercial Mediation Rules of the American Arbitration Association ("AAA"). In no event may the mediation be initiated more than one (1) year after the date one Party first gave written notice of the dispute to the other Party. A single mediator engaged in the practice of law, who is knowledgeable as to the subject matter relevant to the dispute, shall conduct the mediation under the then current rules of the AAA. The mediation shall be held in a mutually agreeable site. Nothing herein is included to prevent either Party from seeking any other remedy available at law including seeking redress in a court of competent jurisdiction. ARTICLE 7 RESPONSIBILITY FOR DAMAGES AND INDEMNIFICATION 7.1 Responsibility for Damages. Each Party shall be responsible for any and all damages, claims, liabilities, or judgments it incurs that arise as a result of its own acts or omissions. Any costs for damages, claims, liabilities, or judgments incurred at any time by one Party as a result of the other Party's negligence or intentional wrongdoing shall be paid for or reimbursed by the other Party. Except for claims indemnified hereunder, or breaches of provisions related to confidentiality of information provided, in no event shall either Party be liable to the other for incidental, consequential, economic, special, or lost profit damages, even if such Party has been advised of the possibility of such damages. Consequential damages include, but are not limited to, lost profits, lost revenues, and lost business opportunities, whether or not the other Party was or should have been aware of the possibility of these damages. 7.2 Indemnification. The Parties shall each indemnify and hold the other harmless against any and all losses, liabilities, penalties, fines, costs, damages, and expenses the other incurs, including reasonable attorneys' fees ("Damages"), which arise out of the indemnifying Party's: (i) breach of this Agreement; (ii), negligence or willful misconduct. Network shall also indemnify Optum for (a) any damages arising from a claim by a third party as a result of services performed by a Participating Network Facility; (b) any damages incurred by Optum that result from Network's failure to comply with requirements of Section 3.3 Compliance with Applicable Laws; and (c) for any claim brought by a Member for the failure to deliver services by Participating Network Facility, or membership dues and/or associated fee disputes. 7.3 Indemnification Procedures. Promptly, upon becoming aware of any matter which is subject to the provisions of Article 7 (a "Claim"), the Party seeking indemnification (the "Indemnified Party") must give notice of the Claim to the other Party (the "Indemnifying Party"), accompanied by a copy of any written documentation regarding the Claim received by the Indemnified Party. DocuSign Envelope ID: 9C8298CA-1 E6D-4F52-9B68-3167A77B3ED5 The Indemnifying Party will, at its option, settle or defend, at its own expense and with its own counsel, the Claim. The Indemnified Party will have the right, at its option, to participate in the settlement or defense of the Claim, with its own counsel and at its own expense; but the Indemnifying Party will have the right to control the settlement or defense. The Indemnifying Party will not enter into any settlement that imposes any liability or obligation on the Indemnified Party without the Indemnified Party's prior written consent. The Parties will cooperate in the settlement or defense and give each other full access to all relevant information. If the Indemnifying Party: (i) fails to notify the Indemnified Party of the Indemnifying Party's intent to take any action within 30 days after receipt of a notice of a Claim; or (ii) fails to proceed in good faith with the prompt resolution of the Claim, the Indemnified Party, with prior written notice to the Indemnifying Party and without waiving any rights to indemnification, including reimbursement of reasonable attorney's fees and legal costs, may defend or settle the Claim without the prior written consent of the Indemnifying Party. The Indemnifying Party will reimburse the Indemnified Party on demand for all Damages incurred by the Indemnified Party in defending or settling the Claim. ARTICLE 8 MISCELLANEOUS 8.1 Entire Agreement. This Agreement, exhibits and attachments constitute the entire understanding between the Parties and supersedes all proposals, communications and agreements between the Parties relating to its subject matter. 8.2 Independent Contractors. The Parties' relationship to each other is that of independent contractors. No Party shall be deemed to be, or hold itself out as, a partner, agent, employee or joint venture partner of any other Party. No Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party, or to represent any other Party as an agent, employee or in any other capacity. 8.3 Insurance. Each Party, at its sole cost and expense, shall procure and maintain in full force and effect for the term of this Agreement and after its termination for so long as the services are provided to Members pursuant to this Agreement, adequate commercial general liability insurance coverage, including but not limited to contractual liability insurance coverage, with limits that are reasonable and customary for its business to cover liabilities and claims which may arise in relation to or in connection with providing such Party's respective services under this Agreement, but in no event less than $1,000,000 per occurrence and $3,000,000 annual aggregate. 8.4 Certificate of Insurance. Network and Optum agree to 1) provide the other, within ten (10) business days of a written request, with a Certificate of Insurance with respect to all liability insurance required under this Agreement, and 2) maintain the foregoing policy or policies of insurance without material change or cancellation except upon thirty (30) days written notice to the other Party. 8.5 Right to Audit. Optum shall have the right to review or to appoint an independent third party auditor to review the files and materials used by Network for the purpose of auditing compliance by Network with the Access & Performance Minimums set forth in Section 1 of Appendix B. Optum may exercise such right of audit during normal business hours upon five (5) business days prior written notice to Network. Network shall cooperate with Optum's auditor in the performance of any audit. Optum shall be solely responsible for the cost of the audit, providing however, if such audit reveals reporting discrepancies to Optum, Network shall bear the costs of such audit. DocuSign Envelope ID: 9C8298CA-1 E6D-4F52-9B68-3167A77B3ED5 8.6 Assignment. Except as provided in this Section, neither party may assign any of its rights and responsibilities under this Agreement to any person or entity without the prior written consent of the other party, which shall not be unreasonably withheld. Network and Optum acknowledge that persons and entities under contract with or affiliated with them may perform certain services under this Agreement. Network acknowledges that assignment by Optum of all or any of its rights and responsibilities under this Agreement to any affiliate shall not require Network's prior written consent. 8.7 Successors. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heir(s), personal representatives, executors, administrators, successors, and assigns. 8.8 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Minnesota. 8.9 Amendments. No amendments, modifications, or additions to this Agreement shall be valid unless made in writing and signed by both the Network and Optum. 8.10 Invalidity of Sections of Agreement. If any portions of this Agreement shall, for any reason, be invalid or unenforceable such portions shall be ineffective only to the extent of such invalidity or unenforceability and the remaining portion or portions shall nevertheless be valid, enforceable and of full force and effect. 8.11 Survival. The terms and conditions of this Agreement, which by their express or implied terms, survive the termination of this Agreement, shall survive the termination of this Agreement. 8.12 Notices. Any notice, demand, or communication required under this Agreement shall be hand delivered or sent by commercial overnight delivery service, or if mailed, by pre -paid, first class mail to the addresses below. The addresses to which notices are sent may be changed by proper notice. Notice to Optum: Optum Attn: Contracts Administration 11000 Optum Circle, MN101-W013 Eden Prairie, MN 55344 Notice to Network: City of Federal Way, dba Federal Way Community Center 876 333rd St. Federal Way, WA 98003 8.13 Counterparts. This Agreement may be executed by electronic signatures or in one or more counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one agreement. [SIGNATURE PAGE FOLLOWS] DocuSign Envelope ID: 9C8298CA-1 E6D-4F52-9B68-3167A77B3ED5 IN WITNESS WHEREOF, this Agreement is executed by the parties' authorized officers or representatives and shall be effective as of the Effective Date. OptumHealth Care Solutions, Inc. 11000 Optum Circle Eden Prairie, 9"dby: Signature: �Ot COSfa Print Name: 10e1 costa Title: CFO Internal Control No.: 67608 City of Federal Way, dba Federal Way Community Center 876 333rd St. Federal Mard&Apn98603 Signature: E���� Print Name: Kimberly Shelton Title: community center Supervisor DocuSign Envelope ID: 9C8298CA-1 E6D-4F52-9B68-3167A77B3ED5 Appendix A Fitness Passport Program Fees and Description of Services I. Fitness Passport Program Description: The Optum Fitness Passport Program provides eligible Members with pre -determined monthly membership rates to Participating Networks when they enroll in the Fitness Passport Program. The Optum Fitness Passport Program also reimburses Participating Networks a pre -determined amount when Members meet the established program criteria as defined by Optum. II. Network Reimbursement Fees: 1. Network Facility Reimbursement: In connection with participating in the Fitness Passport Program, Optum will reimburse Network for each participating Member a pre -determined amount each calendar month, when the Member meets the program criteria as defined by Optum below: Member Participation Requirement Network Reimbursement amount paid by Optum Member visits Participating Network Facility $4.00 per visit to Participating Network Facility during calendar month with a maximum monthly payment of $32.00 8 visits III. Description of Services: 1. Network Responsibilities. Network shall be responsible for: a) Participating Network Facility Membership Fees: In connection with participating in the Fitness Passport Program, Participating Network Facilities shall waive any and all enrollment and membership fees for those Members that enroll in the Fitness Passport Program. Members who have existing memberships with Participating Network Facilities or other gyms, either directly or through a third party, do not need to terminate their existing membership contract. Network will need to enroll the eligible Member in the Fitness Passport Program in order to be eligible for reimbursement. b) Network will reasonably cooperate with Optum to create Fitness Passport Program communication and promotional materials for Optum to send to Optum's clients, Members or Eligible Members. c) Maintaining a Web site that provides Participating Network Facilities locations including Network branches by zip code as well as a list of amenities and services, hours of operation and other information for each Participating Network Facility including branches. Network shall allow Optum to link to this site for purposes of providing information to Eligible Members and Members. d) By the seventh day of each month or the next business day if the seventh day of the month falls on a weekend or holiday, the Network or Optum's designated third party will deliver to Optum, in a mutually agreed upon file format, a file containing the usage data for the prior month for every Member in the Fitness Passport Program, regardless of how many times DocuSign Envelope ID: 9C8298CA-1 E6D-4F52-9B68-3167A77B3ED5 they visited the Network each month (from zero visits to 12 or more visits per month). Network is responsible for ensuring the submitted usage data is accurate. A maximum of one (1) visit per calendar day can be counted towards a Member's monthly visit total to Network. Only those records that have been reported within two (2) months from the end of the reported month will be evaluated for possible Network Facility Reimbursement. For example, at the conclusion of the month of April, the Network has two calendar months to report a Member's April visit count for purposes of calculating a possible Network Facility Reimbursement. e) Upon receipt of Fitness Passport Program utilization information on a monthly basis from Optum, on or before the first day of the month following the data submission or the next business day if the first day of the month falls on a weekend or holiday, Optum or Optum's designated third party will direct the Network Facility Reimbursement into the Network's designated account via EFT. In the event that data processing errors are found, these errors can be corrected in the next month's payment cycle. f) Assisting to resolve questions, complaints or grievances related to a Member's participation in the Fitness Passport Program and to notify Optum via e-mail correspondence of all unresolved Member disputes and/or grievances that require the involvement of Optum. g) Additional administrative and support services as described herein. 2. Optum Responsibilities. Optum shall be responsible for: a) Communicating program overview to Members pursuant to Section 4.3 of the Agreement. b) Making reasonable efforts to notify Optum's Eligible Members of Fitness Passport Program enrollment guidelines and processes. c) Posting updated facilities as a Participating Network Facility directory on the Optum Web site pursuant to Section 4.3 of the Agreement when available. d) Upon receipt of Member Fitness Passport Program utilization information on a monthly basis from Network or Optum's designed third party, Optum will verify the eligibility of Members listed on the monthly Member usage file and indicate which Activation IDs meet eligibility requirements for Network Facility Reimbursement to Network. Optum will designate with an error code any records which are ineligible for any such payments. e) By the twenty-third day of each month or the next business day if the twenty-third day of the month falls on a weekend or holiday, Optum will upload to the specified FTP site the eligibility verification file containing the payment amount of Network Facility Reimbursement to be reimbursed to Network. In addition, by the twenty-third day of the month Optum will send a payment via electronic funds transfer ("EFT") to Optum's designated third party equal to the total amount of Network Facility Reimbursement to Network for the prior month. f) Additional administrative and support services as described herein. 3. Additional Fitness Passport Proqram Guidelines. DocuSign Envelope ID: 9C8298CA-1 E6D-4F52-9B68-3167A77B3ED5 a) Details of Fitness Passport Program Member benefits are available upon request and may be changed from time to time at the sole discretion of Optum. Optum shall use reasonable commercial efforts to notify Participating Network Facilities thirty (30) days prior to such changes. b) The Network Facility Reimbursement period for Network is for each calendar month, not the fifteenth of the month to the fifteenth of the following month or based upon the date when the individual joins the Fitness Passport Program. A Member who signs up for the Fitness Passport Program will enable Network to be eligible to earn a Network Facility Reimbursement payment from Optum in the month he or she enrolls. For example, if the Member enrolls in the Fitness Passport Program on January 5, Network may earn the Network Facility Reimbursement if the Member meets their monthly attendance requirement at Network on or after January 1 through the end of January. DocuSign Envelope ID: 9C8298CA-1 E6D-4F52-9B68-3167A77B3ED5 Appendix B Fitness Passport Program Performance Standards Network and Optum accept the minimum performance standards set forth below. Section 1 Minimum Standards 1.1 Customer Service: Participating Network Facilities and Optum shall work together to resolve all Member complaints and grievances in a timely manner. Network will make best efforts to achieve the Customer Service Deliverables listed in Table 1 below: TABLE 1 - Customer Service Service Level Deliverables Timeframe E-mails and written inquiries to and from Participating Response within two (2) business days Network Facilities and Optum Member complaint and/or grievance resolution Network must notify Optum in a timely manner of any disputes or other grievances involving Members and work to resolve ninety-five percent (95%) of such disputes within seven (7) business days. 1.2 Data and Payment Processing Schedule: Network, Optum and Optum's designated third parties, if applicable will use the following schedule set forth in Table 2 below for processing data and sending payment: TABLE 2 - Data and Payment Processing (per Appendix A) Network or Optum's designated Optum to upload eligibility Optum or Optum's designated third party to upload usage file to verification file to Optum's third third party to transmit the Optum's FTP site * party designated FTP site Network Facility Reimbursement to Network's designated account By the seventh day of the month or By the twenty-third day of the By the first day of the month or the the next business day if the seventh month or the next business day if next business day if the first day of day of the month falls on a the twenty-third day of the month the month falls on a weekend or weekend or holiday, following the falls on a weekend or holiday, holiday, following the exchange of month of usage following the month of usage data Example: February 7 for January Example: February 23 for January Example: March 1 for January usage I usage usage and February data exchange * Member's monthly usage reports are to be reported to Optum's designated third party by the fifth day of the month.