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Healthcheck 360 Wellness Program ConsultantTHE CITY OF Dubuque - - DT T~ ~ AAA-AAmedcaC~y ~,,J ~ ~ Masterpiece on the Mississippi 2007 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Wellness Program Consultant DATE: June 29, 2009 After a Request for Proposal process, Public Health Specialist Mary Rose Corrigan is recommending Cottingham & Butler Healthcheck360 be awarded the Wellness Programming contract in the amount of $60,300 (+$150/site charge for biometrics) I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM:Iw Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Mary Rose Corrigan, Public Health Specialist THE CITY ©F Dubuque DUB E ""~ 1 I Masterpiece on the Mississippi 2007 TO: Michael C. Van Milligen, City Mana er FROM: Wellness Subcommittee Mary Rose Corrigan, Chair SUBJECT: Wellness Program Consultant DATE: June 29, 2009 INTRODUCTION This memorandum submits a recommendation for a wellness program consultant to implement a wellness program for City of Dubuque employees. BACKGROUND A budget improvement package was submitted for a City employee wellness program in the FY09 budget process. This request was not funded through the FY09 budget process, but through the Health Care Reserve Fund, which included $75,000 for FY09 and $37,500 for FY10 and FY11. The Wellness Subcommittee received approval to prepare an RFP to solicit proposals for an incentive-based employee wellness program. The Wellness Subcommittee members include: Mary Rose Corrigan, Pat Prevenas, Janna Beau, Aaron DeJong, Chad Berendes, and Robert Rehfeldt. DISCUSSION The RFP included the following scope of service: • Eight copies • Letter of Transmittal • Profile of Firm • Proposed approach to wellness programs • Consultants availability • Fee structure • Resume of staff members • References • Approved nondiscrimination & equal opportunity statement or affirmative action plan • Statement of amount of time consultant will require from City members or other items City must provide • Standard agreement or contract Requests for Proposals were sent to the following local firms: Cottingham & Butler Tri-State Occupational Health • Finley Business Health • Westside Occupational Health. RFPs were also sent to Wellmark Blue Cross Blue Shield and an ad placed in the Telegraph Herald, along with their website and the City's website. Eleven proposals were received from the following: • WeIlSteps, Mapleton UT • Wellness Corporate Solutions, Cabin John MD • Behavioral Healthcare Options Inc., Las Vegas NV • Empowering LLC, Marietta GA • Commerce Group America, Avone Lake OH • U.S. Care Management, Inc., Jacksonville FL • The Other Healthcare Plan, Urbandale IA • Tri-State Occupational Health, Dubuque IA • Cottingham & Butler, Dubuque IA • Encompass Health Management, West Des Moines IA The Wellness Subcommittee reviewed all the proposals and selected three finalists to interview: • Tri-State Occupational Health • Cottingham & Butler Healthcheck360 • U.S. Care Management, Inc. In person interviews were conducted with Cottingham & Butler Healthcheck360 and Tri- State Occupational Health. A conference call/web interface interview was conducted with U.S. Care Management, Inc. After these interviews, the Committee selected core elements of a wellness program for each finalist to provide pricing information, based on 300 employees participating. 2009 Wellness RFP Comparisons Tri-State 360 Px Plan Health Risk Appraisal Health Risk Appraisal Health Risk Appraisal HRA and Biometrics HRA and Biometrics HRA and Biometrics 112.50/per person 105/per person 166/per person X 300 = 33,750 X300 = 31,500 X 300 = 49,800 Health Coaching & Health Health Coaching & Health Health Coaching & Health Risk Appraisal Risk Appraisal Risk Appraisal review/person review/person review/person $ 95.00 3 sessions $ 96.00 unlimited $125.00 unlimited +112.50 +105.00 +166.00 $217.50 $201.00 $291.00 X300 X 300 X 300 $65,250 $60,300 (+$150/site charge $87,300 for biometrics These costs do not include any wellness program participation incentives, which are yet to be determined. Each consultant had numerous potential incentives to attract employees to participate and succeed in the wellness program. The Wellness Subcommittee will work with the consultant chosen to develop participation incentives and recommend a program design and implementation process to the Health Care Committee for their approval. RECOMMENDATION Based on the price, submitted proposals, information gained through the interviews, additional services provided at no charge (including educational resources, quarterly risk-specific mailings, and on-line web portal tracking system), and four reference checks, the Wellness Subcommittee recommends the RFP for wellness programming be awarded to Cottingham & Butler Healthcheck360. COUNCIL ACTION Award Cottingham & Butler Healthcheck360 the contract for providing a wellness program to City of Dubuque employees and authorize the City Manager to sign the agreement. MRC/cj cc: Randy Peck, Personnel Manager HealthCheck 36~ www ,iealih~ h~..x ,.~i~ .uin HealthCheck360° BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT THIS BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT (the "Agreement") is made and entered into as of the date executed by both parties (the "Effective Date"), by and between City of Dubuque with a business address at 50 West 13th Street, Dubuque, Iowa 52001 ("Company"), for itself and on behalf of its group health plans(s) sponsored by Company for the purpose of providing health related services to employees of Company and their dependents, and HealthCheck360° adivision of HealthCorp, with a principal place of business at 800 Main St., PO Box 28, Dubuque, IA 52004-0028. I. DEFINITIONS Unless otherwise specifically provided, the capitalized terms used in this Agreement shall have the meanings set forth in Exhibit A, attached hereto and incorporated herein. II. COVENANTS OF HEALTHCHECK360°, COMPANY (a) HEALTHCHECK360° agrees that it will provide, or arrange for the provision of, the HealthCheck360° Program as described in Exhibit B for Participants, in accordance with the terms and conditions of this agreement. (b) Company agrees that it will, directly or through employees of Company provide administrative services to Company: (i) Provide HEALTHCHECK360° with the data listed on Exhibit B no later than thirty- one (31) days prior to the first Biometric Screening Event; (ii) Provide Eligible Persons with enrollment materials describing the HealthCheck360° Program and any financial incentive arrangement sponsored by Company related to participation in the HealthCheck360° Program; (iii) Distribute HealthCheck360°'s HRA forms to Eligible Persons participating in the HealthCheck360° Program off-line prior to their Biometric Screen; (iv) Provide a Biometric Screening Schedule to HEALTHCHECK360° at least fifteen (15) business days in advance of such Biometric Screening Event; (v) Provide HEALTHCHECK360° and its agents and subcontractors with an appropriate, accessible and safe setting at each Work Site adequate for the purpose of conducting Biometric Screens of Eligible Persons who desire to participate in the HealthCheck360° Program; (vi) Encourage each Participant to complete all actions necessary for HEALTHCHECK360° to generate a HealthCheck360° Personal Health Report; and (vii) Designate one or more appropriate company representatives to serve as a liaison to HEALTHCHECK360° and to be available during normal business hours to respond to inquiries from HEALTHCHECK360°. HealthCheck360° BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT (c) HEALTHCHECK360°, Company, as applicable, further agrees that: (i) Except as provided herein, HEALTHCHECK360° and Company each reserve the right to, and control of, the use of its name, symbols, trademarks and service marks presently existing or later established. In addition, except as provided herein, neither HEALTHCHECK360°, or Company shall use the other's name, symbols, trademarks or service marks, without the prior written consent of that party, and shall cease any such usage immediately upon written notice of the party or upon termination or expiration of this Agreement; provided, however, (A) Company shall have the right to use the name of HEALTHCHECK360° for the purpose of communicating with Eligible Persons the identity and services of HEALTHCHECK360°, and otherwise to carry out the terms of this Agreement, and (B) HEALTHCHECK360° shall have the right to use Company's name, symbols, trademarks and service marks in communicating with Eligible Persons under this Agreement and for its general marketing purposes; (ii) HEALTHCHECK360° and its affiliates shall have the right to use the outcomes and results from the HealthCheck360° Program under this Agreement for their general marketing purposes in a manner that does not identify Company,or any Eligible Person or Participant, or identifiable protected health information; (iii) During the term of this Agreement, Company shall not, directly or indirectly, enter into any agreement or contract with any other vendor or company for the provision of the same or similar services provided by HEALTHCHECK360° under this Agreement; and (iv) The HealthCheck360° Program is designed to comply with the Wellness Program requirements of Section 54.9802-1(f) of the Treasury Regulations, Section 2590.702(f) of the EBSA Regulations and other relevant regulations (the "Wellness Program Exception"). Company acknowledges that changes to the structure or implementation of the HealthCheck360° Program may adversely affect Company's ability to rely upon this exception. Therefore, neither Company nor HEALTHCHECK360° Company will make material changes to the structure or implementation of the HealthCheck360° Program without the prior written consent of HEALTHCHECK360°. III. PAYMENTS TO HEALTHCHECK360° In consideration of the services rendered by HEALTHCHECK360° under this Agreement, effective as of the Effective Date, Company, shall pay HEALTHCHECK360° fees based upon the number of Participants ("Participation Fee") and any additional program fees as set forth on Exhibit B, Exhibit C, and Exhibit E. The fees shall be invoiced by HEALTHCHECK360° monthly and paid by Company, as applicable, by electronic funds transfer or written check within fifteen (15) days of receipt of each invoice. IV. INDEPENDENT RELATIONSHIP Notwithstanding any other provisions hereof, in the performance of their obligations of this Agreement, each party is at all times acting and performing as an independent contractor with respect to the other party, and no party shall have or exercise any control or direction over the method by which any other party shall perform such work or render or perform such services and functions. HealthCheck360° Page 2 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT against whom disclosure is sought shall immediately notify the other party and cooperate with the other party in connection with obtaining a protective order. In the event of a breach or threatened breach by either party of the provisions of this Section VI(a), the other party shall be entitled to seek an injunction restraining the breaching party from the conduct causing such a breach or threatened breach without the necessity of posting bond. Nothing herein shall be construed as prohibiting either party from pursuing any other remedies available to that party for such breach or threatened breach, including the recovery of damages from the breaching party. This Section shall survive termination or expiration of this Agreement. (b) Protected Health Information. Company represents and warrants that Company's documents have been amended to include all items required by the privacy and security regulations implementing HIPAA and that Company maintain an "adequate separation" between Company and health plan as required by such regulations or that Company complies with 45 C.F.R. § 164.530(k). Company shall ensure that all necessary or required consents or authorizations not otherwise obtained by HEALTHCHECK360° are obtained from, and all necessary or required notices are sent to, Eligible Persons or Participants regarding the use and disclosure of Protected Health Information as may be necessary, in light of applicable state and federal laws, for both parties to fulfill their obligations under this Agreement. The parties acknowledge that HEALTHCHECK360° is a business associate of Company for purposes of HIPAA, and not a health care provider as defined by HIPAA, and hereby agree to the terms of the Business Associate Addendum attached hereto as Exhibit D. Company is responsible for assuring its own compliance with the privacy and security regulations implementing HIPAA and is not relying on HEALTHCHECK360° for legal or other advice regarding its compliance with HIPAA, its implementing privacy and security regulations, other privacy laws or other applicable laws. VII. EFFECTIVE DATE, TERM, RENEWAL AND TERMINATION (a) Effective Date; Term. This Agreement shall be effective as of the Effective Date and shall continue for one (1) year (the "Initial Term"), unless otherwise terminated pursuant to the terms hereof. (b) Renewal Terms. This Agreement shall automatically renew for additional one (1) year terms after the Initial Term (a "Renewal Term") on the same terms, conditions and provisions as contained herein, together with any authorized and approved amendments hereto, unless either party gives written notice to the other party of its intent not to renew the Agreement at least ninety (90) days prior to the expiration of renewal term. (c) General Termination Provisions. This Agreement may be terminated as follows: (i) By mutual written consent of the parties; or (ii) Upon thirty (30) days' written notice in the event that either party declares bankruptcy, becomes insolvent or makes an assignment for the benefit of its creditors. (iii) The Company's failure to pay fees in accordance with the provisions of Schedule C. (d) Termination for Material Breach. Either HEALTHCHECK360° or Company may terminate this Agreement by providing the other party with a minimum of ninety (90) days prior written notice in the event the other party commits a Material Breach (as defined below). Said notice HealthCheck360° Page 4 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT V. COMMUNICATION WITH COMPANY Certain information communicated by an Eligible Person or a Participant pursuant to the HealthCheck360° Program may constitute Protected Health Information. It is the parties' intent that all information exchanged pursuant to the HealthCheck360° Program be compliant with the privacy and security regulations implementing the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and other applicable law and be consistent with any representations to Eligible Persons or Participants concerning confidentiality of information. Except as specified in Exhibit B of this Agreement with respect to reports related to HealthCheck360° Program participation, HEALTHCHECK360° will not disclose to Company Personal HealthCheck360° Data except upon Company's specific request, provided that compliance with such request is permitted by law and consistent with representations made by HEALTHCHECK360°, and Company. HEALTHCHECK360° will cooperate with Company with regard to making selected Personal HealthCheck360° Data from Participants' HealthCheck360° Personal Health Reports available (through a file transfer protocol) to other providers of healthcare related services and employee assistance programs designated by Company, with which Company contracts and with which Company has in effect a Business Associate Agreement consistent with the requirements of the privacy and security regulations implementing HIPAA; provided that any disclosures are permitted by applicable law and consistent with representations made by HEALTHCHECK360°, and Company. HEALTHCHECK360° may condition any disclosures of Personal HealthCheck360° Data to Company or other parties upon the receipt of written instructions from Company, as applicable, and representations deemed sufficient by HEALTHCHECK360°, in its sole discretion, that such disclosure complies with all applicable law, including but not limited to the privacy and security regulations implementing HIPAA, and consistent with representations made by HEALTHCHECK360°, and Company. In the event HEALTHCHECK360°, or Company determines that a requested disclosure requires written consent of the Participant, Company, as applicable, shall be responsible for all costs associated with obtaining such consent(s) as a program fee payable pursuant to Section III above. VI. CONFIDENTIALITY (a) Business Confidentiality. HEALTHCHECK360° and Company acknowledge and agree that during the course of the performance of the parties' respective obligations under this Agreement, HEALTHCHECK360° may make available to Company, and Company may make available to HEALTHCHECK360°, Confidential Information that is of value to the party disclosing the information. Each party agrees to maintain the confidentiality of the Confidential Information of the other party and not to disclose or disseminate such Confidential Information to third parties. The party receiving Confidential Information agrees to use the same standard of care in maintaining the confidentiality of the Confidential Information as it uses to avoid disclosure of its most sensitive Confidential Information. Nothing in this Section shall preclude a party from disclosing Confidential Information to the extent that the disclosure thereof is required by law. Upon termination or expiration of this Agreement, the parties shall destroy or return all Confidential Information of the other and shall not use any Confidential Information of the other in its business. In the event that a party is required to disclose Confidential Information in response to legal process, the party HealthCheck360° Page 3 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT must specify the nature of such Material Breach. The breaching party shall have sixty (60) days from the date of receipt of the foregoing notice to cure said Material Breach. In the event the breaching party fails to cure the Material Breach within said sixty (60) day period, this Agreement shall automatically terminate upon expiration of the ninety (90) day notice period. For purposes of this Agreement, the term "Material Breach" shall mean a breach of an essential term of this Agreement, not caused by or contributed to by the aggrieved party. VIII. INDEMNIFICATION (a) HEALTHCHECK360° hereby agrees to indemnify, defend and hold harmless Company, their officers, directors, employees, agents and affiliates, from and against any loss, cost, damage, expense or other liability, including without limitation all reasonable costs and attorneys' fees, actually incurred and finally determined and either: (i) Adjudicated by a court of competent jurisdiction, or (ii) Determined to have azisen out of, or in connection with, the tortious acts or omissions of HEALTHCHECK360°, its officers, directors, employees and agents, in the performance of their obligations under this Agreement. (b) Company agrees to indemnify, defend and hold harmless HEALTHCHECK360°, its officers, directors, employees, agents, subcontractors and affiliates, from and against any loss, cost, damage, expense or other liability, including without limitation all reasonable costs and attorneys' fees, actually incurred and finally determined and either: (i) Adjudicated by a court of competent jurisdiction, or (ii) Determined to have arisen out of or in connection with the tortious acts or omissions of Company ,their officers, directors employees and agents, in the performance of their obligations under this Agreement. (c) An indemnitee entitled to indemnification under this Section VIII shall give notice to the indemnitor of a claim or other circumstances likely to give rise to a request for indemnification, promptly after the indemnitee becomes aware of the same. No compromise or settlement of any such claim shall be made without the prior written consent of the indemnitee. (d) HEALTHCHECK360° and Company agree to make all reasonable efforts, consistent with the advice of counsel and the requirements of applicable insurance policies and carriers, to coordinate the defense of all claims in which both parties aze either a named defendant or have a substantial possibility of being a named defendant and have interests that aze not in conflict. Each party shall promptly notify the other party of the receipt of any actual or threatened claim relating to this Agreement. IX. GENERAL PROVISIONS (a) Amendment. This Agreement may be amended at any time during the term of the Agreement by mutual consent in writing of duly authorized representatives of the parties; provided, however, that any change (including any addition and/or deletion) to any provision or HealthCheck360° Page 5 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT provisions of this Agreement that is required by duly enacted federal or state legislation, or by a regulation or rule finally issued by a regulatory agency pursuant to such legislation, rule or regulation (including, without limitation, any final regulations issued with regard to the Wellness Program Exception will be deemed to be part of this Agreement without further action required to be taken by either party to amend this Agreement to effect such change or changes, for as long as such legislation, regulation or rule is in effect, provided that, without limiting the effect of the foregoing, if such amendment adversely affects either party, the parties agree to renegotiate the affected portion of the Agreement in a good faith effort to remedy the adverse effect. (b) Assignment. Neither party may assign this Agreement to a third party without the express written approval of a duly authorized representative of the other party, and any such attempted assignment shall be void; provided, however, that either party expressly reserves the right to assign any and all of its rights hereunder to an affiliate or wholly-owned subsidiary, or successor to the business of a party, provided that such party shall notify the other party of any such assignment in writing at least thirty (30) days prior thereto. (c) Applicable Law. This Agreement shall be governed by the laws of the State of Iowa, without regard to its conflicts of law rules. The Company consents to the jurisdiction of the state or federal courts in the State of Iowa and any dispute arising under this Agreement shall be decided by a state or federal court in the the State of Iowa. (d) Agent or Broker Fees Company acknowledges that the insurance agent or broker who assisted Company, as the case may be, in determining whether to engage HEALTHCHECK360° to provide the HealthCheck360° Program services to Company and Company will not be paid a commission by HEALTHCHECK360°. . (e) Bindin Eg ffect. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and their permitted assigns. (f) Enforceability. In the event any provision of this Agreement is rendered invalid or unenforceable by a federal or state legislative action or judicial decision, the remainder of the provisions of this Agreement shall remain in full force and effect, unless the invalidated or unenforceable provision is material to the overall intent of the Agreement. (g) Entire Agreement. This Agreement, which shall be deemed to include all attachments, amendments, exhibits, addenda and schedules, contains the entire agreement between the parties. Any prior agreements, promises, negotiations or representations, either oral or written, relating to the subject matter of this Agreement and not expressly set forth in this Agreement are of no force or effect. (h) No Third Party Beneficiaries. Although this Agreement contemplates services for Eligible Persons, the parties reserve the right to amend or terminate this Agreement without notice to, or the consent of, any Eligible Person. No persons or entities other than Company, and HEALTHCHECK360° are intended to be, or are in fact, beneficiaries of this Agreement, and the existence of the Agreement shall not in any respect whatsoever increase the rights of any Eligible Person or other third party, or create any rights on behalf of any Eligible Person or other third party vis-a-vis any of the parties. HealthCheck360° Page 6 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT (i) Corporate Authority. Company represents and warrants to HEALTHCHECK360° that it has the corporate power and corporate authority to execute this Agreement, and that this Agreement, when executed, will be a valid and binding obligation of Company enforceable in accordance with its terms. HEALTHCHECK360° represents and warrants to Company that it has the corporate power and corporate authority to execute this Agreement and that this Agreement, when executed, will be a valid and binding obligation of HEALTHCHECK360°, enforceable in accordance with its terms. (j) Professional Liability Insurance Coverage. Each party agrees to maintain, at its own expense, liability insurance coverage in an amount equal to $1,000,000 per occurrence and $2,000,000 in the aggregate, as well as adequate comprehensive general liability and worker's compensation insurance. HEALTHCHECK360° acknowledges that the Company carries these levels through the Iowa Community Assurance Pool and that the Company agrees to maintain this coverage throughout the term of this agreement. (k) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together comprise one and the same instrument. (1) Attorneys' Fees; Enforcement Costs. If any legal proceeding is brought for the enforcement of this Agreement, or because of an alleged breach of any provision of this Agreement, each party shall pay its own attorney's fees, court costs and other reasonable expenses incurred in connection with maintaining or defending such proceeding. (m) Waiver of Breach. The waiver by a party of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof by that party. (n) Force Majeure. Either party shall be excused from the performance of any of its obligations hereunder and such party's nonperformance shall not be a default or grounds for termination of this Agreement to the extent that such party is prevented, hindered or delayed from performing any of its obligations, in whole or in part, as a result of an act of God, war, terrorism, bio-terrorism, epidemic, civil disturbance, court order, regulatory order, labor dispute or other cause beyond that party's control. HealthCheck360° Page 7 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT X. NOTICES Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing, postage prepaid, and shall be sent (by certified or registered mail, return receipt requested, or by federal express or other overnight mail delivery for which evidence of delivery is obtained by the sender) to the address or addresses set forth below unless the sender has been otherwise instructed in writing or unless otherwise provided by law. The notice shall be deemed to be effective on the date indicated on the return receipt or, if no date is so indicated, then on the date of the notice. To HEALTHCHECK360°: HealthCheck360°, Inc. 800 Main Street P.O. BOX 28 Dubuque, IA 52004-0028 Attn: Company Officer To Company: City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Attn: Company Officer IN WITNESS WHEREOF, by placing their duly authorized signatures below, the parties hereby execute this Agreement as of the Effective Date and agree to be bound by its terms. Signing on behalf of Company By: Name: Title: Date: HEALTHCHECK360° By: Name: Title: Date: HealthCheck360° Page 8 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT EXHIBIT A DEFINITIONS Confidential Information shall mean any and all information, expertise and data, technical or non- technical, whether written, graphic or oral, furnished by either party or on its behalf, to the other, that is confidential and proprietary or is treated as such by the disclosing party, and shall include, without limitation: financial information; pricing information; trade secrets; proprietary software and intellectual property; customer information; benefit design concepts; research and technical information; business and operational policies, processes, procedures, and strategies; business plans; and systems design and operating specifications. Confidential Information shall not include the following: (a) Information that is lawfully now in the public domain or subsequently enters the public domain through no fault of the receiving party; (b) Information that is presently known or becomes known to the other party from its own independent sources as evidenced by its written records; (c) Information that is lawfully received from any third party not under any obligation to keep such information confidential; (d) Information independently developed by or for a party hereto by persons who did not access Confidential Information disclosed by the other party under this Agreement; (e) Information that is required by securities laws or exchange listing requirements to be disclosed by the receiving party; or (f) Information which is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by the receiving party; provided however, that such receiving party gives the other party hereto sufficient advance written notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and thereafter discloses only the information required to be disclosed in order to comply. 2. Eligible Person means an employee of Company or, as applicable, the spouse, dependent, or domestic partner over the age of 18 of such employee, and permitted by Company to participate in the HealthCheck360° Program. Individuals who aze employees of company but who aze not permitted by company to participate in the HealthCheck360° Program are not considered "Eligible Persons" as defined herein. Company shall not restrict the eligibility of eligible employees to participate in the HealthCheck360° Program unless such eligibility restriction is based on an employment-based classification permitted under the Wellness Program Exception. 3. Health Risk Assessment Form (HRA) means HEALTHCHECK360° proprietary questionnaire which is available to Eligible Persons through HEALTHCHECK360° web portal, and available as a printed form provided by HEALTHCHECK360° to Company and distributed to Eligible Persons by Company, directly or through Company employees providing Company administrative services to Company. 4. Biometric Screen means a Biometric Screen of an Eligible Person pursuant to the HealthCheck360° Program that is provided or arranged by HEALTHCHECK360° and which involves the collection of a blood sample and a Biometric examination that includes measurement of the Eligible Person's blood pressure, weight, height, and other vital statistics. HealthCheck360° Exhibit A -Page 1 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT 5. Biometric Screening Event means the designated place, date, and times arranged by HEALTHCHECK360° and Company, as applicable, on which Biometric Screens are provided to an Eligible Persons by the examiner(s) pursuant to the HealthCheck360° program. 6. Biometric Screening Schedule means the schedule providing the names, dates, and times for each Biometric Screening Event. 7. Biometric Screening_Site means a Company work site or other location mutually acceptable to HEALTHCHECK360° and Company, as applicable, where a Biometric Screen is administered. 8. Incentive-Eligible Participant means a Participant who qualifies under Company's Incentive Program as described in Exhibit B to receive a financial incentive from Company, as applicable. 9. Incentive-Inel~ible Participant means a Participant who does not qualify to receive an incentive under the Incentive Program. 10. Incentive Prog am means a health and wellness incentive program, as described in Exhibit B, offered by Company, whereby certain Participants may be eligible to receive a discount in their health care premium payments, or receive other similar incentive compensation permitted by law. Such financial incentives may not exceed twenty percent (20%) of the total cost of employee-only coverage or other applicable coverage (such as family coverage if dependents are permitted to participate in the Incentive Program) under the Company, including both the employee and employer contributions for the relevant coverage. 11. Remote Screening means a Biometric Screen that is scheduled for a single Participant. 12. HealthCheck360° Personal Health Report means the customized personal health report described in Exhibit B prepared by HEALTHCHECK360° for each Participant who has completed all of the following: (a) a Biometric Screen, from which the blood test results and biometric measurements shall have been submitted to HEALTHCHECK360° with sufficient identifying data to permit HEALTHCHECK360° to match such data accurately to the Participant, (b) an HRA, which shall have been submitted to HEALTHCHECK360° with sufficient identifying data to permit HEALTHCHECK360° to match accurately the HRA to the Participant, and (c) all consent forms required by HEALTHCHECK360° and Company in connection with participation in the HealthCheck360° Program, which consent forms shall have been submitted to HEALTHCHECK360°. Company, if applicable, acknowledge that HEALTHCHECK360° cannot prepare a HealthCheck360° Personal Health Report (including a HealthCheck360° Score) for any Participant who has completed some, but not all, of the foregoing requirements. 13. HealthCheck360° Program means HEALTHCHECK360° proprietary program for providing health risk management and population Biometric Screening and Health risk Assessment services for Company as described in Exhibit B. 14. HealthCheck360° Score means the score between 0 and 100 that is assigned to each Participant in the Participant's HealthCheck360° Personal Health Report using HEALTHCHECK360° proprietary health risk assessment system, and which is based on the results of the Participant's Biometric Screen. 15. Non-Participant means any Eligible Person who has not become a Participant on or before the Participation Deadline. HealthCheck360° Exhibit A -Page 2 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT 16. Off-Line Participant means a Participant who chooses to use the paper version of the Health Risk Assessment, and will consequently not have access to online individual health portal. 17. Participant means an Eligible Person who, prior to the Participation Deadline, either (a) undergoes a Biometric Screen, or (b) submits an HRA to HEALTHCHECK360° with sufficient identifying data to permit HEALTHCHECK360° to match accurately the HRA to an Eligible Person. 18. Participation Deadline means, for a particular Eligible Person, the date that is thirty (30) days following the Biometric Screen conducted at the Biometric Screening Site to which an Eligible Person or a Participant, as applicable, is assigned. 19. Participation Fee means those fees owed and payable by the Company, as applicable, to HEALTHCHECK360°, as described in Exhibit C of this Agreement. 20. Personal HealthCheck360° Data means (i) the contents of any Participant's HRA; (ii) the results of any Participant's Biometric Screen; (iii) the Participant's HealthCheck360° Score; (iv) the reason that any Participant is Incentive-Eligible (whether because of the HealthCheck360° Score, score improvement, or PCC); (v) the reason that any Participant is Incentive-Ineligible (whether because of a failure to improve the HealthCheck360° Score or non-participation); and (vi) any other information considered to be Protected Health Information. 21. Patient Compliance Certification (PCC) is the form accepted in lieu of meeting the outlined incentive standard; completed and signed by a Medical Doctor stating that the participant has done everything in their capacity to meet the standards of the program, and should be provided the incentive. 22. Screening Fee means those fees owed and payable by the Company, as applicable, to HEALTHCHECK360°, as described in Exhibit C of this Agreement. HealthCheck360° Exhibit A -Page 3 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT EXHIBIT B HEALTHCHECK360° PROGRAM 1. HEALTHCHECK360° Protocol for the HealthCheck360° Program (a) General Communication Information Communication with Eligible Persons in the implementation of the HealthCheck360° Program shall be provided by HEALTHCHECK360° or by Company, as applicable, using standard mail, a-mail, and/or through website communications. Written (both electronic and paper) communication is dependent upon HEALTHCHECK360° having a valid residential address and email address for the Eligible Person. HEALTHCHECK360° may contact Participants to inform them about other wellness programs and related resources that may be appropriate for and relevant to Participants. (b) Introduction to Eligible Persons Introduction of the HealthCheck360° Program to Eligible Persons shall be provided by Company in a form mutually agreeable to Companyand HEALTHCHECK360°. (c) Biometric Screen HEALTHCHECK360° shall provide, or arrange to provide, the examiners and blood collection kits necessary to conduct Biometric Screens for Eligible Persons at a Biometric Screening Site on such dates and times as shall be mutually acceptable to HEALTHCHECK360° and Company, as applicable. Once the location, date and time of each Biometric Screen has been determined, and notice of the location of the Biometric Screening Site timely provided to HEALTHCHECK360° by Company, as applicable, the scheduling of Eligible Persons for Biometric Screens at such event shall be the primary responsibility of Company. For efficiency, HEALTHCHECK360° anaverage of five (5) Eligible Persons scheduled per examiner per hour. Company, as applicable, shall provide the Biometric Screening Schedule to HEALTHCHECK360° at least fifteen (15) business days before the date of the Biometric Screening Event. Such Schedule shall include the number of eligible Persons and the date(s) and the beginning and end time for each Biometric Screening Event. Each Eligible Person must sign and submit to HEALTHCHECK360° awritten consent, in form and content acceptable to HEALTHCHECK360°, before the Biometric Screen can be performed. (d) Health Risk Assessment Each Eligible Person will be provided with access to the HealthCheck360° HRA on an annual basis either in printed form (copies of which shall be provided by HEALTHCHECK360° to Company for distribution to Eligible Persons who do not wish to complete the HRA on-line) or in an electronic format through HealthCheck360° secure web portal. (e) HealthCheck360° R_port and HealthCheck360° Score for Participants Following the completion by a Participant of all of the requirements necessary for HEALTHCHECK360° to prepare a HealthCheck360° Personal Health Report for such Participant (as specified in the definition of "HealthCheck360° Personal Health Report" in Exhibit A), HEALTHCHECK360° will deliver a HealthCheck360° Personal Health Report to HealthCheck360° Exhibit I3 - Yage 1 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT such Participant, including his/her HealthCheck360° Score, lab test results and risk-specific educational materials based on the Participant's individual risk factors. HEALTHCHECK360° may deliver HealthCheck360° Reports to Participants by standard mail or through secure website access. (f) Participant Website Access Participants will have access to a secure personalized web portal to complete HRAs on-line, view their HealthCheck360° Personal Health Report, receive educational materials, and access links to websites for further clinical content. (g) Hotline A toll-free telephone number and a-mail communication through the HealthCheck360° website is available to Eligible Persons and Participants to provide technical assistance in accessing the HealthCheck360° Program website and to provide general information regarding the HealthCheck360° Program. The toll-free telephone service and a-mail account is monitored by HEALTHCHECK360° Monday through Friday from 8 a.m. to 5 p.m. Central time. (h) Cooperation with Third Parties HEALTHCHECK360° will cooperate with Company with regard to making selected Personal HealthCheck360° Data available to other providers of healthcare related services and employee assistance programs designated by Company as set forth in Section V of this Agreement. Nothing in this Exhibit B shall require HEALTHCHECK360° to change its existing data fields. (i) Liaison HEALTHCHECK360° will designate one or more representatives of HEALTHCHECK360° who will serve as a liaison to Company and who will be available during normal business hours to respond to inquiries from Company. Reporting Provided there are at least twenty (20) Participants in a contract year, HEALTHCHECK360° will provide Company (directly or to Company employees providing Company administrative services to Company) with one (1) annual Corporate Aggregate Data Report of Company's HealthCheck360° Program Data in a manner consistent with the requirements of Section VI(b) and Exhibit D of this Agreement, which report shall also include (i) the number of Participants; (ii) the names of Incentive- Eligible Participants. HealthChec1c360° Program Services Modification HEALTHCHECK360° reserves the right to make modifications to the HealthCheck360° Program services outlined above for the express purpose of continuously improving the effectiveness and/or efficiency of the HealthCheck360° Program. HEALTHCHECK360° will notify Company in advance of any material modifications. HealthCheck360° Exhibit B -Page 2 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT 4. Terms of Use The use of the web portal by Company or Eligible Persons is subject to the terms and conditions of use agreed to by participant when they first sign-in to the web portal, which are incorporated herein by this reference. The terms and conditions of use on the web portal shall control over any conflicting terms herein or made by any party, whether oral or written or referenced herein. HealthCheck360° Exhibit B -Page 3 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT EXHIBIT C FEES Participation Fee The Participation Fee for all Participants at locations with twenty (20) or more participants, other than Participants who receive a Remote Screening, shall be Eighty Dollars ($85.00) per Participant per year during the first year following the Effective Date. The participation fee for locations or make-up events with less than twenty (20) participants is represented in the chart below: # of Partici ants at location Partici ation fee er artici ant 20+ $85 10-19 $100 6-9 $120 2-5 $140 The Participation Fee for each Participant who receives a Remote Screening shall be One Hundred Sixty Dollars ($160.00) per Participant per year; Participants who receive a Remote Screening shall not be charged a separate Screening Fee, as described in Section 3, below. HEALTHCHECK360° shall be entitled to, at a minimum, payment of the Participation Fee for each participant listed on the Biometric Screening Schedule provided to HEALTHCHECK360° at least fifteen (15) business days before the date of the Biometric Screening Event. HEALTHCHECK360° shall also be entitled to payment for any additional screenings not on the Biometric Screening Schedule provided to HEALTHCHECK360° at least fifteen (15) business days before the date of the Biometric Screening Event. Off-Line Participant Fulfillment Fee The off-line fulfillment fee shall be an additional Fifteen Dollars ($15.00) per Off-Line Participant and shall only include the use of HealthCheck360° HRA in printed form. Screening Fee The Screening Fee, other than for a Participant who receives a Remote Screening, shall be Seventy- five Dollars ($75.00) per hour for each examiner for the duration of the Biometric Screening Event. The number of examiners attending a Biometric Screening Event will be determined by HEALTHCHECK360° based on the Biometric Screening Schedule provided to HEALTHCHECK360° for such Biometric Screening Event. Company shall pay fifty per cent (50%) of the Screening Fee that would have been incurred per the Biometric Screening Schedule for any Biometric Screening Event that is cancelled by Company less than fifteen (15) days prior to the confirmed Biometric Screening Event. Company shall pay one hundred per cent (100%) of the Screening Fee that would have been incurred per the Biometric Screening Schedule for any Biometric Screening Event that is cancelled by Company less than forty eight (48) hours prior to the confirmed Biometric Screening Event. Site Deliverv Fee The Site Delivery Fee shall be One Hundred and Fifty Dollars ($150.00) per Biometric Screening Site. HealthCheck360° Exhibit C -Page 1 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT Information Services Fee In the event of the use of external phlebotomists and lab vendors, all data must be received from the Company to HEALTHCHECK360° in the format provided by HealthCheck360°. If data file requires re-formatting by HEALTHCHECK360° the Company will be obliged to pay an Information Services Fee at the rate of One Hundred and Fifty Dollars ($150.00) per hour incurred by HEALTHCHECK360°. Additional Lab Test Fee If the Company requests tests in addition to the HEALTHCHECK360° standard wellness panel, those tests will be priced independently and added to the participation fee as applicable. Fees of requested tests are listed in Exhibit E. 6. Fee(s) Increases In the event that HEALTHCHECK360° suppliers significantly increase their charges to HEALTHCHECK360° so that it becomes economically infeasible for HEALTHCHECK360° to provide the HealthCheck360° Program for the amount of the fees herein, HEALTHCHECK360° may propose new fees for the upcoming year to Company for its approval at least ninety (90) days prior to the anniversary of the Effective Date of this Agreement. In the event Company does not agree to such fee increase, this Agreement shall automatically terminate at HEALTHCHECK360°' option as of the end of the current contract year and HEALTHCHECK360° shall be relieved of its obligation to provide the HealthCheck360° Program for the remainder of the term of this Agreement. HealthCheck360° Exhibit C -Page 2 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT EXHIBIT D BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum (the "Business Associate Addendum") supplements that certain Biometric Screening and Health Risk Assessment Agreement (the "Agreement") by and between City of Dubuque ("Company") and HealthCheck360°, Inc. ("Business Associate"). To the extent that there are any inconsistencies between this Business Associate Addendum and the Agreement, this Business Associate Addendum shall govern. Under the Health Insurance Portability and Accountability Act of 1996 (as amended, modified or superseded from time to time, "HIPAA"), the final Privacy Rule issued pursuant thereto (codified at 45 C.F.R. Part 160 and Part 164, Subparts A and E) (as amended, modified or superseded from time to time, the "Privacy Rule"), the final Security Rule issued pursuant thereto (codified at 45 C.F.R. Part 160 and Part 164, Subparts A and C) (as amended, modified or superseded from time to time, the "Security Rule") (collectively, HIPAA, the Privacy Rule, the Security Rule and any other state or federal legislation relating to the confidentiality of health information are referred to herein as "Applicable Privacy Law"), Company is considered a "Covered Entity" and Business Associate is considered a "Business Associate" (as such terms are defined in 45 C.F.R. Part 160) of Company. Business Associate and Company desire to enter into this Business Associate Addendum pursuant to the requirements of the Privacy Rule and Security Rule. Defined Terms. Unless otherwise indicated in this Business Associate Addendum, all capitalized terms shall have the meanings provided in Section 15 hereof or as provided in Applicable Privacy Law from time to time. 2. Use and Disclosure of Protected Health Information. Business Associate shall not use or disclose PHI except as Required By Law or as permitted or required by this Business Associate Addendum. Business Associate may: (i) use and disclose HEALTHCHECK360° for purposes of fulfilling its obligations under the Agreement and for purposes of providing Health Care Operations on behalf of Company, provided that such use or disclosure would not violate Applicable Privacy Law if done by Company; (ii) use HEALTHCHECK360° for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate; (iii) disclose HEALTHCHECK360° for the purposes described in (ii) above, if Required By Law or if Business Associate obtains reasonable assurances from the recipient of such information that the HEALTHCHECK360° will be kept confidential and only used or further disclosed if Required By Law or for purposes described in (ii) above and that the recipient will notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached; (iv) use HEALTHCHECK360° to provide Data Aggregation services relating to the Health Care Operations of Company; and (v) use or disclose HEALTHCHECK360° asotherwise requested by Company, provided that such use or disclosure would not violate Applicable Privacy Law if done by Company. Safeguards; Security. Business Associate shall maintain appropriate safeguards to prevent the use or disclosure of HEALTHCHECK360° other than as provided herein. Business Associate agrees to implement administrative, technical and physical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of EHEALTHCHECK360°. Report Breaches. To the extent known to Business Associate, Business Associate shall report to Company any use or disclosure of HEALTHCHECK360° in violation of this Business Associate Addendum and any Security Incident involving HEALTHCHECK360°. HEALTHCHECK360° and Business Associate also agrees to notify all effected Participants of security breach and information compromised. The parties acknowledge and agree that this section constitutes notice by Business HealthCheck360° Exhibit D -Page 1 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT Associate to Company of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below) for which no additional notice to Company shall be required. "Unsuccessful Security Incidents" shall include, but not be limited to, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of HEALTHCHECK360°. 5. Downstream Contracts. Prior to disclosing HEALTHCHECK360° to any agent (including subcontractors) of Business Associate (collectively "BA Subcontractors"), Business Associate shall ensure that BA Subcontractors agree to the same or similar restrictions and conditions as those contained herein with respect to HEALTHCHECK360°. 6. Eligible Person Access. Business Associate shall provide access to Eligible Persons of Company to HEALTHCHECK360° about such Eligible Person as required for Company to comply with Applicable Privacy Law. 7. Amendment and Correction. Business Associate shall make HEALTHCHECK360° available for amendment and amend or correct such HEALTHCHECK360° asrequired by Applicable Privacy Law and requested by Company. 8. Accounting. Business Associate will record such accounting information as required by Applicable Privacy Law for each disclosure that Business Associate makes of HEALTHCHECK360°. Business Associate shall provide such accounting information to Company upon request. The information shall include the date of the disclosure, the name and address (if known) of the recipient of such HEALTHCHECK360°, a brief description of the HEALTHCHECK360° disclosed, and a statement of the purpose of such disclosure of HEALTHCHECK360°. Such an accounting shall not be necessary if the disclosure was for purposes of Payment, Treatment or Health Care Operations or if Company would not otherwise be required by Applicable Privacy Law to record such disclosure. 9. Access to Books and Records. Business Associate shall make available to the Secretary of the U.S. Department of Health and Human Services, upon request, Business Associate's internal practices, books and records relating to the use or disclosure of HEALTHCHECK360° for purposes of determining Company's compliance with Subpart E of the Privacy Rule. 10. Destruction of Protected Health Information. Upon termination or expiration of the Agreement for any reason, Business Associate will either destroy or De-identify all HEALTHCHECK360° that Business Associate has or maintains in any form (including copies of such HEALTHCHECK360°). To the extent it is not feasible for Business Associate to De-identify or destroy all HEALTHCHECK360°, Business Associate shall extend the protections of this Business Associate Addendum to such HEALTHCHECK360° and limit its further use and disclosure to those purposes that make de-identification or destruction of such HEALTHCHECK360° infeasible, for so long as Business Associate maintains such HEALTHCHECK360°. Notwithstanding the foregoing, in the event Company requests that Business Associate return the HEALTHCHECK360° to Company or provide the HEALTHCHECK360° to another business associate of Company, Business Associate may, in its discretion, comply with such request provided that Company provides adequate assurances to Business Associate that such request complies with Applicable Privacy Law. 11. Breach/Termination. If Company determines that Business Associate has breached a material term of this Business Associate Addendum, Company may terminate the Agreement upon thirty (30) days notice to Business Associate, unless Business Associate cures such breach to Company's satisfaction within such thirty (30) day period. This Business Associate Addendum shall automatically terminate HealthCheck360° Exhibit D -Page 2 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT upon termination of the Agreement. Business Associate's obligations under this Business Associate Addendum shall survive termination of this Business Associate Addendum for any reason and shall remain in effect (a) until Business Associate has completed the return, de-identification, or destruction of HEALTHCHECK360° as required by Section 10 hereof, and (b) to the extent Business Associate retains any HEALTHCHECK360° pursuant to Section 10 hereof. 12. De-Identified Health Information. As part of its management and administration, Business Associate may use HEALTHCHECK360° to create De-identified Information and use or disclose De- identified Information in any manner permitted by Applicable Privacy Law. 13. Oblieations of Company 13.1. Upon execution of the Agreement, Company shall provide Business Associate with a copy of the notice of privacy practices that Company or its insurance issuer, as applicable, produces pursuant to 45 C.F.R. § 164.520, and Company shall promptly notify Business Associate of any material changes to such notice. 13.2. Company shall promptly notify Business Associate with any changes in, or revocation of, permission by an individual to use or disclose HEALTHCHECK360°, if such changes affect Business Associate's permitted or required uses or disclosures. 13.3. Company shall notify and consult with Business Associate prior to agreeing, pursuant to 45 C.F.R. § 164.522, to a restriction on the use or disclosure of HEALTHCHECK360° that would affect Business Associate. Company shall notify Business Associate of any confidential communication request granted by Company pursuant to 45 C.F.R. § 164.522 that would affect Business Associate. 13.4. Company shall not request Business Associate to use or disclose HEALTHCHECK360° in any manner that would not be permissible under Applicable Privacy Law if done by Company, except that Business Associate may use or disclose HEALTHCHECK360° for Data Aggregation or management, administrative or legal activities of Business Associate as described in items (ii), (iii) and (iv) of Section 2 hereof. In the event that Company requests Business Associate to disclose HEALTHCHECK360° to employee assistance programs, disease management vendors or other third parties, Company shall provide written assurances as reasonably requested by Business Associate regarding the permissibility of such disclosures, including as applicable, the existence of business associate agreements with such third parties and their inclusion in an organized health care arrangement. 14. Changes In Law. To the extent there are material changes to HIPAA, the Privacy Rule, the Security Rule, or other Applicable Privacy Law following the date this Business Associate Addendum is executed (including state law not preempted by HIPAA), then the parties agree to meet and confer in good faith about amending this Business Associate Addendum and/or the Agreement as reasonably necessary to be in compliance with such Applicable Privacy Law. 15. Definitions "De-identified Information "means Health Information that has been de-identified consistent with the requirements of 45 CFR § 164.514(a-c). "De-ident~" means to remove identifiers from Health Information so that it meets the definition of De-identified Information. HealthCheck360° Exhibit D -Page 3 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT Exhibit E ADDITIONAL LAB SERVICES ADDENDUM The following tests have been requested in addition to the standard HEALTHCHECK360° wellness panel: (a) The additional lab testing fee for the Prostate-specific antigen (PSA) blood test shall be twelve dollars and zero cents ($12.00) per eligible Participant defined as all males 35 years and older on screening date. Initial to elect: (b) The additional lab testing fee for the Thyroid-Stimulating Hormone (TSH) blood test shall be seven dollars and no cents ($7.00) per eligible Participant defined as all females. Initial to elect: The following coaching services have been requested in addition to the standard HEALTHCHECK360° wellness offering: (a) The comprehensive model includes scheduling and completing a review of finding call for every participant and adds outgoing year-around coaching. Follow-up interventions are based on risk stratification or participant request to receive additional calls. Program includes unlimited incoming calls/ electronic communication for all participants. Outbound calls for participants with the highest number of risk factors include five (5) outbound calls, with the number of outbound calls decreasing as the number of risk factors decreases. The fee for the comprehensive coaching model shall be seven dollars and no cents ($7.00) per health risk assessment participant per month. Initial to elect: HealthCheck360° Exhibit D -Page 5 BIOMETRIC SCREENING AND HEALTH RISK ASSESSMENT AGREEMENT "EHEALTHCHECK360°" means HEALTHCHECK360° that is transmitted by, or maintained, in electronic media. "HEALTHCHECK360°" means Protected Health Information that is created or received by Business Associate for or from Company (either directly or from third parties on Company's behalf). 16. Miscellaneous 16.1. Regulatory References. A reference in this Business Associate Addendum to a section in the Privacy Rule or Security Rule means the section as in effect or as amended. 16.2. Interpretation. Any ambiguity in this Business Associate Addendum shall be resolved in favor of a meaning that permits Company and Business Associate to comply with Applicable Privacy Law. Nothing in this Business Associate Addendum shall be construed to create any rights or remedies in any third parties. HealthCheck360° Exhibit D -Page 4