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HomeMy WebLinkAbout2021-098ADocuSign Envelope ID: 67705.E7E-0794-4F3C=AF08-23523789F737 AQA KannaI.ct" CHRONIC DISEASE MANAGEMENT MASTER SERVICES AGREEMENT This Chronic Disease Management Master Services Agreement .("MSA"),, effective this first day ;of October 2021: ("Effective Date"), is entered into by and between Kannact; Inc., having its principal place of business at 2121 N.E. Jack London St. #200,_ Corvallis, Oregon 97330 ("Kannact"),. and Indian River County("Customer"). Each party is hereafter collectively referred to as "the Parties" and individually referred to as "Party". This MSA is intended to cover the parties' obligations with respect to Customer utilizing services provided by Kannact (hereinafter referred to as the "Transaction"). Subject to this MSA, the applicable services selected by Customer shall be listed on a Statement of Work ("SOW'), which is hereby incorporated by reference. (collectively, the MSA and SOW are the "Agreement"). RECITALS WHEREAS, Kannact is engaged in the business of providing clinical recommendations, behavioral health, coaching .services, products and technology solutions to assist individuals' with the self-management .of their. health- and wellness, including management of chronic conditions (e.g., diabetes and cardiovascular disease) and cardiovascular and metabolic. risk factors.(e.g., high blood sugar, hypertension and obesity) (hereinafter referred to as the "Chronic Care Program") and, the management of medications associated with those chronic. conditions '(hereinafter referred to as the "Medication Management Services") (collectively, the Chronic Care Program and Medication Management Services are referred to as the "Services"); WHEREAS, Customer sponsorsa health and/or medical benefits plan or other similarprogram for the benefit_ of its employees and their dependents (hereinafter referred to as "Health Plan"); WHEREAS, Customer desires and elects to provide some or all of the Services in the benefits package it offers to its eligible employees and their dependents who are covered by the Health Plan ("Plan Members"); and WHEREAS, Kannact shall provide some or all of its Services, as selected by the Customer and identified in the SOW, .to the Plan Members. pursuant to the terms of -this Agreement, for and on behalf of Customer. NOW, THEREFORE, in exchange for the promises made hereunder and for other. valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: TERMS .1.Term and Termination. The initial term of this Agreement ("Initial Term") shall commence on the Effective Date and continue for twenty-four (24) months from the -Effective Date. The Initial Term and Renewal Term are collectively referred to herein as the "Term" Except as otherwise provided herein, this Agreement shall be subject to delay should sufficient data not b.e shared 45 days prior to launch date. Except. as otherwise provided herein, this Agreement shall expire at the end of the Term and not subject to any auto -renewals. Should both parties wish to.continue with the provided services post Initial Term it .shall be subject to a new agreement. Thirty (30) calendar days prior to the end of the Initial - Term and any Renewal Term, Kannact will review its Service Fees (as defined herein) with Customer, and such Service Fees may be adjusted, upon mutual written consent of the Parties, during future periods that the Services are provided to Customer. Notwithstanding any other provision herein, either Party may terminate this Agreement, for its sole convenience and without cause, as of any date after two hundred and seventy (270) calendar days after the Effective Date by providing not less than sixty (60) calendar days' prior written notice to the other Party of its intention to terminate this Agreement. Either Party may terminate this Agreement immediately in the event (i) the other Party commits a material breach of this Agreement, and such.breach is not cured within thirty (30) business days following Written notice thereof to the other Party, or (ii) the other Party files or is subject to any voluntary or involuntary bankruptcy, receivership, assignment for the benefit of creditors or similar proceeding. The termination or expiration of this Agreement shall not cancel the Customer's obligation to pay any Service Fees accrued during the Term of this Agreement. Upon expiration or termination of this Agreement, Kannact is under no further obligation to provide the Services to Plan Members enrolled in Services ("Participants"), and all unpaid Service Fees will -be due and payable. For the benefit of the Participants, the Parties may mutually agree, in writing, to provide the Services to DocuSign Envelope ID: 67705E7E-0794-4F3C-AF08-23523789F737 Participants for a specified time period after the termination or expiration of this Agreement, and Customer shall be invoiced and pay all associated Service Fees due during this specified time period. 2.Services. This Agreement sets forth the terms and conditions that will govern the Services provided to Customer. Each SOW shall set forth: (i) a description of the Services to be provided by Kannact; (ii) the PPPM (as defined herein) fees associated with the selected Services; (iii) and such additional terms and conditions as may be mutually agreed upon by Kannact and the respective Customer as it relates to this Transaction. Changes in the Services described in the SOW may be made only by a written amendment to the SOW signed by authorized representatives of the Parties. 3. Fees and Payment Terms. Kannact will, on a monthly basis, invoice Customer an amount based on the Services rendered to Participants on a per participant per month ("PPPM") basis ("Service Fees")in addition to a monthly minimum of $3,5000, or the equivalent of fifty (50) Active Participants. Upon Customer engagement of fifty (50) Active Participants, Service Fees will be based on the number of Participants > 50 which enrolled in Services as of the last day of the preceding month. Customer has authorized to receive a direct invoice and agrees to pay such Service Fees within thirty (30) calendar days of the date of any invoice and reserves the right to transition from direct invoice to medical claims billing provided a sixty (60) day notice to Kannact. Customer hereby acknowledges that it is solely responsible for paying all applicable Services Fees. If .the Customer fails to make any payment within (60) calendar days from the date of Kannact's invoice, Kannact shall have the right to suspend or terminate providing Services. For Kannact `Easy Enroll' Program, Customer will not be billed for agreed upon eligible Members for the initial forty-five (45) -day period following launch, allowing participants to opt=out of the Kannact `Easy Enroll' Program. Customer will only be billed for Members who voluntarily engage within the initial forty-five (45). day period. The Service Fees shall not change — regardless of the testing supplies utilized by a Participant. Participants may request additional testing -supplies at no additional expense to the Customer or Participant providing Kannact's receipt of a copy of prescribing Physician's prescription of such. The Service Fees do not include the cost of any other of Participant's prescribed or over-the-counter medications (e.g., insulin) required to manage their chronic condition. 4.Duties of Kannact. During the Term of this Agreement, Kannact shall make available and provide its Services to all - Plan Members who voluntarily and successfully enroll as Participants. Kannact shall provide Client approved promotional material which may be further provided to Plan Members to create awareness of and encourage enrollment in the Services. Kannact will provide targeted outreach and recruitment strategies direct to the agreed upon eligible Members on the Health Plan. Kannact will report to Customer aggregated and de -identified usage and biometric information on Participant's participation in the Services. Reports will be distributed to Customer in compliance with all applicable regulations. The Parties agree that all such reports shall be treated as Confidential Information (as defined in the Nondisclosure Agreement signed by the Parties) and shall otherwise be maintained in accordance with applicable law. . Kannact will perform detailed analysis of each enrollee to determine eligibility for participation. Eligibility is defined as being eligible on the health plan as stated in the monthly eligibility file received from the client. Eligibility into The Kannact Program is defined as having clinical confirmation of a covered condition; clinical confirmation includes a Medical Diagnosis or Prescription identified via Medical or Pharmacy Claims, Physician Prescription, .or verification, reported Biometric numbers that are considered variable from National Institute ofHealth recommended ranges based on Participant sex, age and risk factors. Should an Individual self-report conditions, Individual will be tracked for up to (90) days to confirm self-reported Condition through Medical and/or Pharmacy- Claims data. S.Duties of Customer. In order for the Services to be successful, the Customer must act in good faith to: (i) offer the Services to all Plan Members at no cost to Participants and as a 100% covered benefit under the Health Plan; (ii) actively promote and co -market the Services to Plan Members and encourage qualified Plan Members to enroll and participate in the Services; (iii) permit Kannact to promote and market the Services directly to Plan Members, through quarterly targeted communication, including mailers, emails, and/or phone calls to Plan Members who are identified as individuals who would benefit from the program; (iv) cooperate with Kannact on actions required to implement the Services, enroll Plan Members, and manage ongoing provision of the Services; and (v) provide and/or ensure that its thud -party administrator (or other approved data sharing entity) provides Kannact with an initial Plan Member eligibility, Medical and Pharmacy claims data files forty-five (45) days prior to program launch. If sufficient, agreed upon, data is not received, Customer agrees that the program launch is subject to delay and may require amended terms prior to launching. Both Customer and Kannact will work in good faith to review alternative options should sufficient data serve as the sole barrier to program launch. 6.Particivant Termination. Customer agrees to pay -the applicable Service Fees for each Participant for the first six (6) months of Participant's enrollment in the Services, regardless of Participant's continued participation. Members disenrolled due to change of eligibility, the last invoice shall be submitted the month immediately following, customer agrees. to pay any remaining balance for supplies delivered that have not been paid for by months enrolled service fees remitted (when and if 2 DocuSign Envelope ID: 67705E7E-0794-4F3C-AF08-23523789F737 applicable). -Following the initial six-month period, a Participant may terminate Services based on the following guidelines: (i) a Participant who ceases his or her activity in the Services for ninety (90) consecutive, calendar days shall automatically terminate his or her enrollment as of the ninety-first (91) consecutive day of inactivity. The Customer will no longer be invoiced for the Participant after the ninety-first (91) day. For purposes of this provision, activity is defined as taking a reading (i.e., testing one blood glucose level or blood pressure) or interacting with a Kannact coach via phone or digital communications; (ii) any Participant may terminate his or her enrollment in the Services at any time upon providing notice to Kannact at support@kannactnow.com or the assigned coach. The Customer will be invoiced for the Participant for the month of termination, and one additional month following the termination; and (iii) any Participant that becomes no longer eligible for the plan benefit will be terminated from the program during the month ineligibility occurs, in which case the Customer will be invoiced only for the month of termination. 7.Property Riahts. Each Party shall retain all right, title, and interest in and to its respective intellectual property, trademarks, or company logos, and nothing contained herein shall confer in the other Party any right, title, or interest in or to such intellectual property, trademarks, or company logos. Any use by a Party of the intellectual property, trademarks, or company logos of the other Party shall conform to.any usage guidelines or instructions that such other Party may provide from time to time, and each Party shall promptly remedy any failure to conform to such guidelines as are communicated to it by the other Party. Notwithstanding the foregoing, Kannact shall be entitled to utilize Customer's name and logo in written or electronic marketing literature that advertises that it is a customer of Kannact, subject to Customer's prior written approval. 8.No Medical Advice or Practice of Medicine. Customer hereby acknowledges, and. agrees that. the Services includes behavioral and lifestyle coaching services and tools to Participants that are informational in nature to. assist Participants in the self-management of theirhealth and wellness and is neither intended for nor replaces a physician or other care providers services and/or medical advice. Customer hereby acknowledges that Kannact is not engaged in the practice of medicine; and its Services are not a substitute for the professional judgement of and treatment by Participant's healthcare providers or any healthcare providers. Furthermore, Customer hereby acknowledges that. healthcare providers have complete and sole responsibility for the medical treatment of their patients, and healthcare providers may. or may not utilize their ability to access the Participant's portal or reports derived from the Participant's participation in the Services, which may be provided by Participant to their healthcare provider. Additionally, Services are not intended to address urgent or emergency conditions. 9.Limitations of Liability. The express warranties set forth in this Agreement are the exclusive and sole warranties made to Customer by Kannact. Kannact makes no other warranty, expressed or implied. Kannact. does not warrant that the operation of, and Participant's participation in, the Services will be error free. Each Party and its third -party vendors Shall have no liability for special, indirect, consequential, exemplary or incidental damages, including,without limitations, for loss of use, data, profits or goodwill, whether in an action in contract, tort (including negligence), warranty or otherwise, arising out of or. in connection with this Agreement, even if the. Party or such third -party vendors have been advised of the possibility of such losses or damages. Client liability under this provision is only to the limits set forth in section 768.28, Florida Statutes. 10.Indemnification and Hold Harmless. Either Party shall defend, indemnify and hold harmless the other Party and its respective officers, directors, employees, agents, and representatives against any and all third -party actions against the breaching Party for damages, injuries, claims, losses, liabilities, judgments, lawsuits and/or other such proceedings, and expenses (including court costs and reasonable attorneys' fees) arising out of or resulting from any breach by either Party of its obligations under this Agreement. 11.Insurance. Kannact will maintain such insurance coverage as is commercially reasonable and necessary to support and cover its indemnification obligations and other obligations under this Agreement. 12.Additional Agreements Required. Before enrolling Plan Members into the Services, the Parties hereby agree to execute a Business Associate Agreement ("BAA") and Nondisclosure Agreement ("NDA!') that is mutually acceptable to the Parties. 13.Miscellaneous Provisions. a. Further Assurances: In connection with this Agreement and the transactions contemplated by it, each Party agrees to provide further assurances if requested by another Party. These further assurances include signing and delivering any additional documents, instruments, conveyances, and other assurances or taking any further actions necessary to carry out the provisions of or transactions contemplated_ by this Agreement. 3 DocuSign Envelope ID: 67706E7E-0794-4F3C=AF08-23523786F737 b. No Waiver: A Party's failure to insist upon strict performance of any provision or obligation of this Agreement for any period of time is not a waiver of that Party's right to demand strict compliance in the future: Ain express or implied consent to or waiver of any breach.or default in the performance of any obligations under this Agreement is not a consent to or waiver of any other breach or default'in the performance of the same or of any other obligation. c. " Governing Law; Venue: This Agreement is governed, construed, and administered according to the laws of the State of Florida, as from time to time amended, and any applicable federal law. No effect is given to any - choice -of -law or:coriflict=of-law provisionor rule (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Florida. A cause of action arising out of this Agreement includes any cause of action seeking to enforce any provision: of or based on any matter arising out.of or in connection with this Agreement or the transactions contemplated by it. The.Parties agree that any suit, action, or proceeding—whether in contract; tort, or otherwise—arising out of this Agreement must be brought in a state_ or federal court :or courts located in the State of Florida if one of these courts has subject-matter_jurisdiction over the suit; action, or proceeding. Any cause of action arising out of this Agreement is -deemed to have arisen from a transaction of business in the State of Florida. Each Party irrevocably -consents to the jurisdiction of these courts (and their respective appellate courts) in any cause of action arising out of this Agreement: To the fullest extent permitted by law,.'each Party irrevocably waives any objection that it may have now or later to the venue of any action arising out of this Agreement in any of these courts, including an inconvenient forum petition: d.. Dispute Resolution: Any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof shall first attempt to be settled through good faith negotiation between the Parties: If the dispute cannot be settled through negotiation; :the parties.agree to attempt in good faith to settle the dispute by mediation before resorting to arbitration, litigation, or some other. dispute resolution procedure. The parties shall work in good faith to select a. mutually agreed upon. mediator. If the Parties cannot agree to a mediator, each Party shall -appoint its own mediator. Within ten (10) days of their appointment, the appointed mediators shall"then select aneutral mediator to oversee mediation between the -Parties. e. Attorneys' Fees: In the event of any dispute relating to this Agreement, the prevailing Party shall .be entitled to reimbursement of attorney's fees and costs from the non -prevailing Party. f. Remedies Cumulative: Except to the extent this Agreement expressly provides otherwise,. the rights and, remedies under this Agreement are cumulative and are in addition to and not in substitution for any, other rights and remedies available at -law, in equity, or. otherwise. g. Force Majeure: Either.Party's failure to perform: its duties pursuant to this Agreement will be excused because of.any delay or prevention, directly or indirectly, caused by -any condition beyond its control including, but not limited.to: fires; floods; earthquakes; hurricanes; :disasters; other acts of God; accidents;, riots; wars;. operation of law; strikes; governmental action or regulation; .shortage of -labor, power, supplies or transportation; .or supplier delay, h. Notices: Unless otherwise stated, all notices, requests, consents, claims, demands, waivers, and :other communications called for under this Agreement must be in writing and will be considered given: when delivered by hand (with written confirmation of receipt); when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); on the date.sent by facsimile or email as a PDF document (with confirmation of transmission) if sent during recipient's normal business hours, and on the next business day if sent after normal business hours of the recipient; or on the third day after the date mailed, by certified or registered.mail, return receipt requested, postage. prepaid.. The written notice must be sent to the respective. Parties at the Party's last known address (or at the address a. Party has specified in a notice given in accordance with this Section). i. Severability: The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision of this Agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this Agreement are to be construed as if the invalid provision had never been included in this Agreement. Upon a determination that any provision is invalid, illegal, or unenforceable, the Parties to this Agreement shall negotiate in good faith to modify this Agreement to effect the original intent of the. Parties as closely as possible in a mutually acceptable manner so that the transactions contemplated by this Agreemerit can be consummated as originally contemplated to the greatest extent possible. j. Separate Counsel: By signing this Agreement, each Party acknowledges that this Agreement is the product of arms -length negotiations between the Parties and should be construed as such. Each Party acknowledges 4 DocuSign Envelope ID: 67705E7E-0794-4F3C-AF08-23523789F737 that he or she has been advised to seek separate counsel and has had adequate opportunity to do so. No Party may claim that an ambiguity in this Agreement should be construed against any other Party or that there was any coercion, duress (economic or otherwise), negligent misrepresentation, or fraud (including fraud in the inducement) affecting the validity or enforcement of this Agreement. k. Entire Agreement: This Agreement constitutes the sole and entire agreement of its Parties with respect .to the Agreement's subject matter. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties with respect to the subject matter. As. between or among the Parties, no oral statements or prior written material riot specifically incorporated in this Agreement has any force or effect. The Parties specifically acknowledge that, in entering into and executing this Agreement, each is relying solely upon the representations and agreements in this Agreement and no others. 1. Amendments: No provision of this Agreement may be amended or modified except by a written instrument executed by the Parties. m. Multiple Originals; Validity of Copies: This Agreement may be signed in any number.of counterparts, each of.which will be deemed an original. Any person may rely on a copy of this Agreement that any Party certifies. to be a true copy to the same effect as if it were an original. n. Customer Required Purchasing Language Added 1. TERMINATION IN REGARD TO . F.S..287.135: CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies. that. Boycott Israel List, created pursuant to s. 215.4725.of the Florida Statutes, and are not engaged in a boycott of Israel.- In addition, if this agreement is for goods or services of one million dollars or more, CONTRACTOR certifies that it and those related entities. of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. OWNER may terminate this Contract if CONTRACTOR is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria,. as defined by section 287.135, Florida Statutes. OWNER may terminate this Contract if CONTRACTOR, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set. forth in section 2.15.4725, Florida Statutes: 2. E Verify. Under Executive Order 11-116, and Section 448.095, Fla. Stat., effective July 1, 2020, EDH shall use the U.S. Agency of Homeland Security's E -Verify system, https://e-verify.uscis.eov/emp, to verify the employment eligibility of all EDH employees hired during the term of this Agreement. EDH must obtain an affidavit from its subcontractors in accordance with paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the duration of the Contract. Upon written request of Sponsor, EDH must provide a copy of its DHS Memorandum of Understanding (MOU) to Sponsor. This section serves as :notice to EDH regarding the requirements of section 448.095, .F.S., specifically sub -paragraph (2)(c)11 and Sponsor's obligationto terminate this Agreement if it has a good faith belief that EDH has knowingly violated section 448.09(1), F.S. Each party appending signature hereto represents and warrants that he or she has the necessary authority to bind the Party set forth below. IN WITNESS WHEREOF, the parties have executed this Agreement as of the. Effective Date written above. Additional signatures required on the following, page 6, Statement of Work. COMPANY: KannA D"661 by I By Name:. Krisna Rao, Kannact CEO 9/16/2021 Date: . CUSTOMER: .�y ... hi M/. Indian River County 1%%.• Z sir •� . •• s� me: Joseph E. Flescher°��, +`' :'pQ;•� Date . September 21, 2021 co Attest: Jeffrey R. Smith, Clerk of CCourt and Comptroller 5 ey: DocuSign Envelope ID: 67705E7E-0794-4F3C=AF08-23523789F737 Ka. -nnact" STATEMENT OF WORK Customer: Indian River County Kannact Account Executive: Olivia McIver_, I Phone: 870-917-8300 I Email: Omciver@kannact.com This Statement of Work (`•`SOW') is entered into as of the Effective Date stated on the Master Services Agreement ("MSA") between Kannact, Inc. and Indian River County. The Parties acknowledge and agree that the provisions of the MSA shall apply to. this SOW as though such provisions were set forth herein in their entirety. Services Offered to Plan Members: Pro am PP -PM Kannact Essential Diabetes' Management Program $70.00 Management of Hypertension & Cardiovascular Disease included at no -additional cost to Customer during Initial Term Kannact Eligibility I Covered Chronic Conditions: Members must have a diagnosis of Diabetes to be eligible for The Kannact Program, which shall be confirmed via Medical and/ or Pharmacy Claims Data. Supplies Provided Per Condition Confirmation: Diabetes: Glucoineter, Testing Strips, Lancing Device & Lancets Hypertension and/ or Cardiovascular Disease: Blood Pressure Cuff and/or Weight Scale Program Services Include: Proprietary Medical and Pharmacy Data Analysis, Biometric Testing Supplies (per eligible condition(s),.Personalized, 1 -on -1 Coaching and/or personalized Digital Coaching, Medication Management Services, Escalated Video Telephone conferencing, as needed. with Kannact Medical Guidance Team, Full Account and Client Experience Support, Promotion Materials, Quarterly and Annual Health Outcomes Reporting with Annual Financial Cost Trend Analysis and Reporting. Program Design: Easy Enroll; All agreed upon eligible participants with a Diabetes diagnosis will be enrolled with the opportunity to `opt -out' or to be disenrolled after being `unable.Ao-reach' -within the initial forty-five (45) day period. Marketing and Promotion: Kannact shall provide all collateral for review and approval by Customer along with recommended distribution calendar. Kannact shall perform outreach to eligible Members. -Program Requirements: Enrolled Members must engage with their assigned coach and submit 15 readings/month via Kannact provided devices to remain active and eligible. Members who do not adhere to these guidelines will be automatically disenrolled. Billing:. Kannact shall submit Direct Invoice to Indian River County for Active Participants in the Diabetes Management Program. Kannact shall verify Participant eligibility and perform due diligence in confirming Participant's usage of the Services prior to billing. Key Performance Indicators: Kannact and Indian River County agree upon the following Key Performance Indicators. to serve in the evaluating of Kannact Services: • Improved. Biometric Trends: To include Blood Glucose; Hemoglobin Ale, and Blood Pressure. • Increased Enrollment: Engagement of a minimum of fifty (50) eligible members by 12 months post - implementation for reporting and proof of concept purposes. Customer agrees to promote, co -market and Easy Enrollment Model. • Increased Testing Adherence: Customer agrees to implement program requirements (i.e., engaging with Kannact Coach and the submission of 15 biometric readings per month) for active Participants to remain eligible for the Program. IN WITNESS WHEREOF, the Parties, hereto, through their duly authorized officers, have executed this Stae 16fS8`" Work to the Master Services Agreement, as of the Effective Date stated therein. ; J�>� /�''✓c�9 CO sil aftact, Inc. CUSTO ER: India River County By. By. Name: Krishna Rao, Kannact CEO Na Joseph E. Flescher '?oma'• off: e: 9/16/2021 Date: Dater September 21, 2021 p ^••^••^ Attest: Jeffrey.R. Smith, Clerk of Page G of 5 Cir it Court an7om fler Denuty Clerk