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Contract 2018-37 • DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALYTICS Benefits Science Technologies BENEFITS SCIENCE SERVICES AGREEMENT IN THIS AGREEMENT,by and between City of Clermont("Company")located at 685 W.Montrose Street, Clermont,FL 34711,and Benefits Science LLC located at 129 South Street,4th Floor,Boston,MA 02111("BST"), and with the Effective Date of February 1,2018,the Parties agree as follows: 1. DEFINITIONS.Whenever the following terms or phrases are used in this Agreement,they will have the following meaning unless the context clearly requires otherwise: 1.1. "Application Data"means individual's personal,medical,disability,individually identifiable health information,including protected health information,provider or insurance claim information provided by Company or Company's business partners,including without limitation, Third Party Administrators,pharmacy benefit companies and utilization management companies, to BST to create the Application Service,pursuant to this Agreement. Application Data includes, but is not necessarily limited to,claims,membership and eligibility information for group insurance plan members,stop-loss contracts,benefits summary sheets,and vendor fee Information. 1.2. "Application Service"means the services,including the implementation and maintenance of such services,described in Appendix A of this Agreement,whereby users gain access,via an interface provided by BST,to information compiled by BST,in any Internet-available or private data network. 1.3. "Authorized Users"means the authorized Representatives of Company or of approved Third Parties,as set forth on Appendix B of this Agreement,each of whom has or will be given a username and password to gain access to and use the Application Service,as authorized by Company and approved and Issued by BST,at its discretion,in compliance with this Agreement and applicable state and federal laws and regulations 1.4. "Confidential Information"- means the terms,conditions,and existence of this Agreement (including,but not limited to,the finandal terms herein),the Application Data,the Application Service,and any information disclosed by a Party(the"Disclosing Party")to the other Party(the "Receiving Party")arising out of,developed in connection with,or related to the preparation or performance of this Agreement. No information of the Disclosing Party will be considered Confidential Information to the extent that an exception is provided for it in Section 3.3 herein. 1.5. "Documentation"means any printed user manuals provided by BST to Company for use with the Application Service. 1.6. "Effective Date"is the date executed by BST's authorized representative. 1.7. "Guidelines"means the BST's Care Guidelines. 1.8. "HIPAA"means collectively,the Health Insurance Portability and Accountability Act of 1996,the Health Information Technology for Economic and Clinical Health Act of 2009,and the Omnibus Rules,all as amended. 1.9. "Intellectual Property"or"IP"means patents and patent applications;registered and unregistered trade names,trademarks,service names and service marks;copyrights and copyright registrations;trade secrets;network designs,computer data(including formulations and analyses),computer software(whether in source code,object code or other form)and all related programming,user and systems documentation;inventions,processes and designs (whether or not patentable or reduced to practice);know-how,and formulae;and all business, contract rights,causes of action(including without limitation the right to sue for past,present or future infringement)and goodwill in,incorporated or embodied in,used to develop or related to any of the foregoing. 1.10. "Party"or"Parties"means,as applicable, BST and/or Company. 1 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PRFDICTIVF•PRESCRIPTIVE ANALYTICS Benefit Science Technolcgles 1.11. "PEEPM"means Per Enrolled Employee Per Month 1.12. "Person"includes,without limitation,any corporation,company,partnership,entity or individual. 1.13. "Primary Data Feeds"-means Medical, Prescription RX,and Eligibility Files. 1.14. "Representatives"of any Person means,collectively,its affiliates and the directors,officers, employees,agents,advisors and controlling persons of such Person and its affiliates. 1.15. "Term"has the meaning ascribed to it in Section 12.1 of this Agreement. 1.16. "Third Party"means a Person other than Company or BST. 1.17. "Third Party Administrator"or"TPA"means a Person who directly or indirectly underwrites, collects charges,collateral or premiums from,or adjusts or settles claims in connection with Company insurance plans. 2. PROVISION AND USE OF APPLICATION SERVICE. 2.1. Subject to the terms and conditions of this Agreement,Company hereby orders and BST agrees to provide the Application Service. 2.2. As a condition precedent to BSTs obligation to provide the Application Services,Company or Company's business partners must provide the primary data feeds of Application Data to BST (medical,Rx,eligibility).Upon receipt of such primary data feeds of Application Data,BST strives to provide software access to Company within 60 days. BST will make best efforts to implement all cases within 60 days but reserves the right to invoice Company for an additional 60 days for complex cases that have multiple Primary Data Feeds,and complex design layout. 2.3. Training. BST will provide mutually agreed upon limited number of training on the Employer Portal,Data Visualization Module and Monthly Management Reports.Additional training will be provided as needed via webinar at no charge. 2.4. Use of the Application Service: 2.4.1. Company may permit its Authorized Users to access and use the Application Service only for Company's own internal use and not for the use or benefit of any other Third Party unless approved in writing by BST in advance of such use. 2.4.2. Company may request that BST approve Third Party Authorized Users to access and use the Application Service in accordance with the terms of this Agreement.Upon approval by of a Third Party Authorized User,BST will enter into a separate User Access Agreement with such Third Party Authorized User,which will set forth the number of login credentials to be provided to such Third Party Authorized User. If approved by BST,such Third Party Authorized Users may use the Application Service only for such approved Third Party's own internal use and not for the use or benefit of any other Third Party unless approved in writing by BST in advance of such use. 2.4.3. Company will limit(I)access to the Application Service,and(Ii)access to the Application Data to those Authorized Users that have a reasonable need for such access and will Inform the Authorized Users who are allowed such access of the restrictions contained in this Agreement on the use of the Application Service. 2.4.4. Upon request by Company,BST will provide Company login credentials for an Authorized User of Company as outlined in Appendix A. Additional sets of login credentials may be purchased for$100.00 each per month.If a Third Party Authorized User is approved by BST in accordance with Section 2.4.2,BST will provide such Third Party Authorized User with such number of login credentials as may be agreed upon from time to time between BST and such Third Party Authorized User. 2.4.5. Each set of Authorized User login credentials will be used by one and only one individual.Authorized User login credentials may be transferred to other individuals within the Company or approved Third Parties,but shall not exceed the total number of Authorized Users without applying additional charges. 2.4.6. Company represents and warrants that each Authorized User may have access to the Application Data in compliance with applicable state and federal laws and regulations. 2 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALYTICS Benefits Science Technologies Company will be responsible for the acts and omissions of Authorized Users with respect to the provisions of this Agreement,use of the Application Service,and their compliance with applicable state and federal laws and regulations. Company will notify BST immediately when an Authorized User is no longer employed by,or contracting with,Company and no longer an Authorized User in order for BST to terminate such individual's access to and use of the Application Service. 2.4.7. Company represents and warrants to BST that it will have obtained,prior to the commencement of the use of the Application Service,appropriate agreements with its Authorized Users,and will require approved Third Parties to enter into such appropriate agreements with their Authorized Users,who may access and use the Application Service(including an agreement for each Authorized User to comply with this Agreement, including the confidentiality provisions in Section 3)sufficient to enable Company and all Authorized Users to comply with the terms of this Agreement and applicable state and federal laws and regulations. in the event Company learns or has determined that an Authorized User is in breach of a term of this Agreement or applicable state or federal laws or regulations,Company will notify BST within five(5) days of such breach. In that event,or if BST otherwise learns or has determined that an Authorized User is in breach,BST shall have the right to terminate such Authorized User's access to the Application Service forthwith. Termination of such access for any or all Authorized Users shall not limit BST's other rights under this Agreement. 2.4.8. The Parties acknowledge and agree that BST shall be deemed to constitute a"Business Associate"of Company as such term is defined in HIPAA. Moreover,BST acknowledges that during performance of services under this Agreement,it may have access to protected health information that is subject to the applicable Administrative Simplification Provisions of HIPAA,and the Parties shall sign and abide by the terms in the Business Associate Agreement,attached hereto as Appendix C and incorporated herein by reference. 3. CONFIDENTIAL INFORMATION. 3.1. "Confidential Information"means the terms,conditions,and existence of this Agreement (including,but not limited to,the financial terms herein),the Application Data,the Application Service,and any information disclosed by a Party(the"Disclosing Party")to the other Party(the "Receiving Party")arising out of,developed in connection with,or related to the preparation or performance of this Agreement. No information of the Disclosing Party will be considered Confidential Information to the extent that an exception is provided for it in Section 3.3 herein. 3.2. Use and Disclosure of Confidential Information. The Receiving Party acknowledges that it and its employees will have access to the Disclosing Party's Confidential Information;nevertheless,all Confidential Information is and shall remain the property of the Disclosing Party. The Receiving Party agrees that it will not(and it will cause its employees to not)(i)use any such Confidential Information in any way,for its own account or the account of any Third Party,except for the exercise of its rights and performance of its obligations under this Agreement,or(ii)disclose any such Confidential Information to any Third Party,other than furnishing such Confidential Information to its employees who are required to have access to the Confidential Information in connection with the exercise of its rights and performance of its obligations under this Agreement. The Receiving Party agrees that It will not allow any unauthorized Person access to the Disclosing Party's Confidential Information,and that the Receiving Party will take all action reasonably necessary to protect the confidentiality of such Confidential information,including but not limited to(i)establishing and maintaining technical and organizational measures to minimize the possibility of unauthorized access to,accidental damage to,or destruction,loss or alteration of such Confidential Information,and(ii)establishing and maintaining network and internet security procedures that are at or above the industry standard for businesses securing sensitive medical and proprietary operational information. In the event that the Receiving Party 3 DocuSign Envelope ID CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANAi YTIC Benefits Science Technologies is required by applicable law to make any disclosure of any of the Disclosing Party's Confidential Information,by subpoena,judicial or administrative order,or otherwise,the Receiving Party will first give written notice of such requirement to the Disclosing Party,and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information,and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection. In addition,neither Party will disclose the terms of this Agreement to any Third Party without the prior written consent of the other Party,except that either Party may disclose the terms of this Agreement to its(a)attorneys for all purposes and(b) accountants,advisors,investors,acquirers and/or potential investors or acquirers and their advisors(collectively for(a)and(b),"Investment Representatives")of such Party,which Investment Representatives have a"need-to-know"solely for the purpose of evaluating, negotiating or documenting this Agreement or a contemplated investment or acquisition; provided,however,that each such Investment Representative is bound by a written agreement (or in the case of attorneys or other professional advisors,formai ethical duties)requiring such Investment Representative to treat,hold and maintain the terms of this Agreement as Confidential Information In accordance with the terms and conditions of this Section 3. 3.3. Exceptions.Except as otherwise required by applicable state and federal laws and regulations, information will not be deemed Confidential Information hereunder if such information:(a)is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party;(b) becomes known(independently of disclosure by the Disclosing Party)to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party;(c)becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party;or(d)is independently developed by the Receiving Party without reliance on any Confidential Information received from the Disclosing Party;(e)is not subject to an exemption pursuant to Florida's Public Records Law. Each Party has the right to refuse to accept any trade secret,Confidential Information or similar proprietary information prior to full disclosure. 4. BILLING AND PAYMENT. 4.1. Billing.Payment amounts are to be determined by the pricing listed in Appendix A. Company agrees to pay BST within thirty(30)days from the date an invoice is received by Company. BST will render invoices to Company on or about the first day of each month by email to Company's accounts payable representative.Payments to BST must be in United States dollars. 4.2. Overdue Payments.Overdue and undisputed payments are subject to a late payment charge, compounded monthly,and calculated at an annual rate of five percent(5%). If the late payment rate exceeds the maximum permitted by law,the charge will be reduced to that maximum allowable rate and any overpayment of interest applied against other amounts due to BST from Company or refunded. 4.3. Taxes.means the terms,conditions,and existence of this Agreement(including,but not limited to,the financial terms herein),the Application Data,the Application Service,and any information disclosed by a Party(the"Disclosing Party")to the other Party(the"Receiving Party")arising out of,developed in connection with,or related to the preparation or performance of this Agreement. No information of the Disclosing Party will be considered Confidential Information to the extent that an exception is provided for it in Section 3.3 herein.Plan Documents. Company will be responsible for all costs associated with any modification of Company's or Group's ERISA or non-ERISA Plan Document,including legal fees required to develop any Procedure,Drug,or Service Carve-out Programs or other Specialty Programs.Company or Group may make such changes if it deems necessary in its sole discretion;however,nothing in this Agreement shall be interpreted as requiring Company or Group to make changes to any Plan Document. 4 DocuSign Envelope ID CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALYTICS Benefits Science Technologies 4.4. Travel Expenses. Except as set forth in Section 2.3,BST will be responsible for all travel expenses of BST personnel for face-to-face meetings occurring at Company offices. Company will be responsible for all travel expenses of Company personnel for face-to-face meetings occurring at BST's offices. 4.5. Collection for Non-Payment. If Company fails to pay any undisputed fee,expense,tax or any other sum due under this Agreement,Company will pay all reasonable expenses incurred by BST in collecting those sums,including reasonable attorneys'fees. 4.6. Fees for Transfer of Data.Fees from Third Party Administrators,Carriers,Third Party Service Companies,and any other entities feeding data to BST for data access,whether they be one-time or recurring data transfers,will not be the responsibility of BST.Any fees charged by a service provider to BST in the course of providing data for BST's Application Service will be included as a separate line item on BST's invoice and shall be paid within the requirements of Section 4. 4.7. Commencement of Invoicing.BST will send the initial invoice to Company immediately upon receipt of primary data feeds(medical,Rx,eligibility)from the TPA or Carrier.The second invoice will be sent at the first of the following month immediately after receipt of the primary data feeds. . BST strives to provide software access to Company within 60 days of invoice. BST will make best efforts to implement all cases within 60 days of initial invoice but reserves the right to invoice Company for an additional 60 days,if agreed upon by both parties,for complex cases that have multiple primary data feeds,and complex design layout. 5. APPLICATION SERVICE ACCESS GRANT. Subject to the terms and conditions of this Agreement,BST grants to Company a personal,nontransferable and nonexclusive right to access and use the Application Service solely within and for the benefit of Company's own internal business operations and for no other purpose.Except as specifically provided in this Agreement,BST assumes no responsibility for(i)providing any improvements to the Application Service,(ii)maintaining the Application Service,or(ill)providing other services with respect to the Application Service. 6. INTELLECTUAL PROPERTY RIGHTS. 6.1. BST's IP. Company acknowledges and agrees that as between Company and BST,title to and ownership of the Application Services,the software used to provide the Application Services,the Documentation,BST's proprietary technology,and all intellectual property rights relating thereto,including without limitations,any Intellectual Property rights related to the Application Services throughout the world(whether owned by BST or licensed to BST from a third party), used in the Application Services or incorporated into any deliverables,and any derivatives, improvements,enhancements,or extensions of any of the foregoing,conceived,reduced to practice,or developed whether alone or jointly with others by BST or Company(collectively, "BST's IP"),are and will remain vested in BST at all times and for all purposes. Company will not knowingly take any action inconsistent with BST's rights in and to the Application Services and BSTs IP. "BST's IP"also includes any reports generated from data available through the Application Service,and any modifications or enhancements thereto,but does not include any stored Application Data provided by Company to BST hereunder. 6.2. Limitations on the Use of Application Services. 6.2.1. The right to use any of BST's IP will not extend to any Third Party(other than an Authorized User),or any business or operation of a Third Party,unless and until(i)BST is notified in writing of the desire for such extension,(II)BST and Company agree in writing as to appropriate increases,if any,in the payments required under this Agreement,and (iii)appropriate written agreements have been entered into between BST and such Third Party. 6.2.2. Company will not modify,add to,transfer,copy,adapt,translate,create derivative works of,reverse engineer,decompile or disassemble any of BST's IP("Adaptations"). Company will not contract with any Third Party to create Adaptations,nor use Adaptations created by any Third Party independently. 5 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALYTICS Benefits Science Technologies 6.3. Ownership of Intellectual Property in the Application Service. As between the Parties,BST is the owner of all right,title and interest,including all Intellectual Property rights,in and to BST's IP. Except as expressly provided herein,BST reserves all rights with respect to the BST's IP and Company shall not have or exercise any such rights not expressly granted. Company grants BST the right to use,copy,modify and incorporate Application Data in the Application Service and distribute Application Data,directly or indirectly,as incorporated in the Application Service. All modifications,improvements,changes,or adaptations to the Application Service or the Documentation,whether or not authorized,made by Company or any Third Party shall be the sole and exclusive property of BST. Without limiting the foregoing: 6.3.1. No right is granted to Company(i)for the use of the Documentation except as part of the Application Service;(ii)for the use of the Application Service for or by any Third Party;(iii)to sell,transfer,export,license,sublicense or provide any services utilizing the Application Service to Third Parties,(iv)to transmit the Application Service to any Third Party,(v)to use the Application Service for any purpose other than as expressly permitted under this Agreement;and 6.3.2. No right is granted to Company to(i)use BST's IP in any public electronic bulletin board, public computer based information system,or the equivalent;(if)publish,translate or transfer possession of BST's IP or copy any portion thereof;or(iii)without prior written permission from BST,frame or deep-link into any page of the Application Service,or otherwise mask the appearance of BST-identifying information on such page. 6.4. No Rights by Implication.No direct or indirect ownership interest or license rights are granted or created by implication in this Agreement. 6.5. Trademarks and Use of Other Party's Name. Elements of the Employer Portal(as defined in Appendix A)may be used in the Application Service,and the Application Service may include one or more of Company's trade names,trademarks,service marks,logos,slogans,trade dress,and website navigation bars,if any(collectively,the"Company Elements"). One or more of the Company Elements may link to the Employer Portal(at the discretion of Company). The BST name and/or logo(preceded by the works"produced by"or"powered by")will be placed on each page of the Employer Portal(with appropriate copyright and trademark mentions). The pixel size of the promotional areas,logos,frames,and other references to the parties are subject to adjustment(by agreement between the parties)based on the design and layout of the Employer Portal. Company and BST agree that the Application Service will be marketed and made available to users of the Employer Portal under any lawful trade name,service name, service mark,or trademark that Company may specify from time to time. Company grants to BST a limited,non-exclusive worldwide right to use,while this Agreement is in effect,the Company Elements provided to BST by Company in accordance with Company's usage guidelines In effect and modified from time to time,for the purposes of delivering the Application Service solely for the benefit of Company. Neither Party has a right to and hereby agrees not to use in any manner the name,trade name or any trademark of the other Party except that,each Party,with the documented consent of the other,is allowed to use in advertising,publicity,promotion, marketing,or other similar activity,any name,trade name,trademark,or other designation including any abbreviation,contraction or simulation of the other Party. Company hereby grants such consent for BST to use a Company-approved logo on BST's website and in other promotional materials indicating Company is a dient of BST. Notwithstanding the foregoing restrictions,either Party may use the name of the other Party,with reference to the existence of this Agreement,without consent,in all of its materials provided to investment Representatives. 6.6. Similar Work for Other Customers. Company acknowledges and agrees that BST may perform the same or similar services for others. 7. RIGHT TO PROVIDE INFORMATION.Company agrees that it will provide to BST the Information, specifications,Application Data and/or other data necessary for BST to provide the Application Service, such other data Including,without limitation,stop-loss contracts,benefits summary sheets and vendor 6 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811 B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALYTICS Benefits Science Technologies fees. Company represents and warrants to BST that it has the right to provide the information, specifications,Application Data and/or other data that it has provided or will provide to BST in order for BST to provide the Application Service hereunder. Company further represents and warrants to BST that possession and/or use of that information,specifications,Application Data and other data by BST under the terms and conditions of this Agreement will not constitute a violation of any applicable state or federal law or regulation or an infringement upon any patent,copyright,trade secret,other Intellectual Property right or privacy right of any Third Party. BST agrees that,prior to contacting any Third Party Administrator or other of Company's business partners to request information,including Application Data,BST will consult with Company so that Company can be informed of the potential costs and approve the transfer of the Application Data. 8. WARRANTY AND DISCLAIMER. 8.1. BST warrants that the Application Service will perform using sound,professional practices and in a competent and professional manner by knowledgeable,trained and qualified personnel. BST does not warrant or guaranty the Application Service will be error free,or that any access to the Application Service will always be uninterrupted. Company's sole and exclusive remedy for breach by BST of the foregoing warranty will be for. (i)BST to re-perform the nonconforming whole or part of the Application Service;and(Ii)if within fourteen(14)business days of receiving notice from Company BST fails to provide a specific conforming Application Service,BST will provide to Company a proportional refund of the fees paid by Company for the nonconforming portion of the Application Service. 8.2. DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 8.1,BST: (A)MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND,INCLUDING,BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE,NON- INFRINGEMENT OR WARRANTIES ALLEGED TO ARISE AS A RESULT OF CUSTOM AND USAGE;AND (B)NEITHER ASSUMES NOR ACCEPTS ANY UABILITY TO CUSTOMER WITH RESPECT TO WHETHER THE APPLICATION MEETS CUSTOMER'S BUSINESS NEEDS. 9. LIMITATION OF LIABILITY. 9.1. Limited Liability. Unless BST engaged in willful misconduct,even if advised of the possibility of loss,liability,damage or expense,BST is not liable for any indirect damages,including any lost profits,data,business,goodwill,anticipated savings,opportunity or use or other incidental or consequential damages,which Company or any Third Party may suffer as a result of or in connection with the furnishing of the Application Service or Application Data,including without limitation the use or inability to use the Application Service or Application Data. 9.2. Exclusion from Liability. BST will not be liable for any damages,expenses or loss due to impairments to the Application Service or Application Data caused by acts of Company's Representatives,subcontractors,suppliers,or any Authorized User. 9.3. Exclusion from Liability—Transaction Loss.Even if BST is advised of the possibility of loss, liability,damage or expense,BST will not be liable for any damages,expenses or loss due to: (a) misuse of any data,including Application Data,or the Application Service by Company;(b)any error or omission in data results or information provided by the Application Service and not caused by BST;(c)any inability to use the Application Service or Application Data;(d)any error or omission in data provided to BST;and/or(e)any failure,delay,corruption,error,inaccuracy, discrepancy,incompletion or omission in or made to the Application Data or through the Application Service and not caused by BST. 9A. Liability Not to Exceed Amounts Paid. Notwithstanding anything to the contrary,or any failure of essential purpose of any limited remedy or invalidity of this Section 9,BST's aggregate liability, if any,to Company or to any Third Party for claimed loss or damage arising under this Agreement during any specific period will not exceed the total amount actually paid by Company to BST for such period pursuant to this Agreement only. 9.5. Reasonableness.Company hereby expressly acknowledges and agrees that in view of the amount of the fees paid or to be paid hereunder,the limitations of liability in this Section 9 and 7 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALYTICS Benefits Science Technologies the indemnities given in Section 11("Indemnification")below are in all respects fair and reasonable and reflect a duly considered allocation of risk between the Parties. 10. PROPER USE OF GUIDEUNES 10.1. The Guidelines are not intended to be used without the judgment of a qualified healthcare provider with the ability to take into account the individual circumstances of each patient's case. The Guidelines may not be used as the sole basis for any treatment or payment determination. BST shall not be liable to Company or any Third Party for any claims or damages arising out of any party's use of the Guidelines in any manner for which they were not intended or Inconsistent with this Section. 11. INDEMNIFICATION. 11.1. INDEMNITY OF COMPANY GROUP. EXCEPT AS LIMITED BY SECTION 9,BST WILL PROTECT, DEFEND,INDEMNIFY,AND HOLD HARMLESS COMPANY AND ITS AFFILIATES AND ITS AND THEIR OFFICERS,DIRECTORS,EMPLOYEES,CONTRACTORS AND SUBCONTRACTORS(COLLECTIVELY, "COMPANY GROUP"),AT B5T'S EXPENSE,FROM AND AGAINST ANY AND ALL CLAIMS,INJURIES, DAMAGES,LIABILITIES,AND/OR LOSSES THATARISE OUT OF,OR ARE IN ANY WAY RELATED TO, BST'S ACTIONS RELATING TO THIS AGREEMENT,INCLUDING,BUT IN NO WAY LIMITED TO,ANY BREACH THEREOF,EXCEPT TOTHE EXTENT OF COMPANY GROUP'S NEGLIGENCE,GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. 11.2. INDEMNITY OF BST GROUP. COMPANY SHALL PROTECT,DEFEND,INDEMNIFY,AND HOLD HARMLESS BST AND ITS AFFILIATES AND ITS AND THEIR OFFICERS,DIRECTORS,MANAGERS, EMPLOYEES,CONTRACTORS AND SUBCONTRACTORS(COLLECTIVELY,"BST GROUP"),AT THE COMPANY'S EXPENSE, FROM AND AGAINST ANY AND ALL CLAIMS,INJURIES,DAMAGES, LIABILITIES,AND/OR LOSSES THATARISE OUT OF,OR ARE IN ANY WAY RELATED TO,COMPANY'S NEGLIGENT ACTIONS RELATING TO THIS AGREEMENT,INCLUDING,BUT IN NO WAY UMITED TO, ANY BREACH THEREOF,EXCEPT TO THE EXTENT OF THE BST GROUP'S NEGLIGENCE,GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. NOTHING HEREIN SHALL BE CONSTRUED OR ACT AS A WAIVER OF ANY SOVEREIGN IMMUNITY THATTHE COMPANY MAY ENJOY AS A METTER OF LAW. 11.3. ADDITIONAL COMPANY INDEMNITY.COMPANY WILL PROTECT,INDEMNIFY,HOW HARMLESS AND DEFEND BST AND ITS AFFILIATES,WITH COUNSEL REASONABLY ACCEPTABLE TO BST,AT COMPANY'S EXPENSE,FROM AND AGAINST ANY AND ALL DAMAGES TO THE EXTENT DIRECTLY ARISING FROM(A)COMPANY'S RIGHTTO PROVIDE INFORMATION AS DESCRIBED IN SECTION 7 HEREIN EXCEPT IN SUCH INSTANCES WHEN THE PROVISION IS REQUIRED BY LAW;(B)COMPANY'S OR A THIRD PARTY'S INTENTIONAL OR NEGLIGENT MISUSE OF THE APPUCATION SERVICE OR APPUCATION DATA;(C)THE CONTENT OF ANY INFORMATION,SPECIFICATIONS,APPLICATION DATA OR OTHER DATA THAT COMPANY HAS OR WILL PROVIDE OR ARRANGE TO BE PROVIDED TO BST;OR(D)THE TERMINATION OF,DISCIPUNARY ACTION AGAINST,OR OTHER EMPLOYMENT, ERISA,EMPLOYEE BENEFITS,HUMAN RESOURCES,LEGAL,ADMINISTRATIVE,OR REGULATORY EVENT TO OR BY ANY PHYSICIAN,HEALTH CARE PROVIDER,OR OTHER HEALTH CARE OR INSURANCE SERVICES PROFESSIONAL OR ENTITY PERTAINING TO OR RESULTING DIRECTLY OR INDIRECTLY FROM COMPANY'S USE OF THE APPLICATION SERVICE OR USE,PROVISION,OR PROCUREMENT OF THE PROCESSED APPLICATION DATA. 12. TERM AND TERMINATION. 12.1. Term. The Term of this Agreement will commence on the Effective Date and remain in effect, subject to prior termination in accordance with this Section 12,for a period of(1)one year. Thereafter,the Term of this Agreement will be automatically extended for successive renewal periods of one(1)year at a time,provided that either Party may terminate this Agreement by 60- day prior written notice to the other Party. BST reserves the right,not later than one hundred eighty(180)days prior to the end of the initial or relevant renewal period,to make revisions to pricing without revision to any other section,appendix or exhibit of this Agreement provided that such pricing revision is subject to prior written notice and approval by Company.The Term of this Agreement refers to a Term between BST and Company.Regardless of the expiration of 8 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANAI YTICS Benefits Science Technologies the Contract Term,Company is responsible for completing one year of initial service prior to submitting sixty(60)day written notice of cancellation on BST's Application Service. 12.2. Termination. 12.2.1. Termination Without Cause.Either Party,in its sole discretion,may terminate this Agreement(and any related agreements,orders,or licenses)without cause upon sixty (60)days advance written notice. 12.2.2. Termination for Cause. Either Party may terminate this Agreement(and any related agreements,orders,or licenses)for cause upon fifteen(15)days advance written notice If the other Party has breached a material term of the Agreement,and has not cured such breach within thirty(30)days after receipt of written notice thereof from the other Party specifying the breach in reasonable detail. 12.2.3. Rights and Obligations Upon Termination. Except as otherwise provided in the attached Business Associate Agreement or by applicable law,upon any termination of this Agreement,each Party will return to the other Party any Confidential Information of such other Party which Is In its possession. If such Confidential Information cannot be returned,due to regulatory restrictions or for any other reason,the Party In possession of the Confidential Information shall destroy or permanently delete all such Confidential Information,and shall provide a certificate from counsel indicating that such Confidential Information has been destroyed or deleted.Upon termination of the Services Agreement,BST may maintain all transaction and claims data it has received for purposes of research and will continue to be bound by the provisions of the Business Associate Agreement while in possession of Protected Health Information.Upon any termination of this Agreement,all rights and obligations of the Parties under this Agreement will cease except for:(i)Company's obligation to make any payment of any fees accrued hereunder on or prior to the date of termination,and(ii)the provisions of Sections 1(Definitions),3(Confidential Information),6(Intellectual Property Rights),7 (Right to Provide Information),8(Warranty and Disclaimer),9(Limitation of Liability),11 (Indemnification),this Section 12.2.3,12.3(Non-Exclusive Rights)and 13(General). 12.3. Non-Exclusive Rights. These termination rights are in addition to all other rights and remedies available to the either Party. 13. GENERAL 13.1. Assignment. Except as otherwise permitted herein,neither Party will assign,in whole or in part, this Agreement or any license,rights or obligations granted hereunder,to any other Person or entity,without the prior written consent of the other Party,which consent may not be unreasonably withheld.Any attempted assignment,delegation or transfer by a Party in violation hereof will be null and void. Notwithstanding the foregoing to the contrary,either Party may assign this Agreement without the written consent of the other Party to a corporation or other business entity succeeding to all or substantially all the assets and business of the assigning Party by merger or purchase,provided that such corporation or other business entity will expressly assume all of the assigning Party's obligations under this Agreement by a writing delivered to the other Party. Subject to the foregoing,this Agreement will be binding on the Parties and their successors and assigns. 13.2. Waiver. The failure of either Party at any time to enforce any of the provisions of this Agreement or any right under this Agreement,or to exercise any option provided,will in no way be construed to be a waiver of the provisions,rights,or options,or In any way to affect the validity of this Agreement. The failure of either Party to exercise any rights or options under the terms or conditions of this Agreement will not preclude or prejudice the exercising of the same or any other right under this Agreement. 13.3. Force Majeure.Neither Party will be liable for delay or damages if prevented from fulfilling its obligations by reason of Force Majeure causes,Including but not limited to acts of God,acts of 9 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALYTICS Benefits Science Technologies war(whether declared or undeclared),insurrection,terrorism,or acts of hostilities(such as invasion or bombing),lockouts,strikes,riots,floods,fires,governmental restrictions covering the use of Internet-based application and support services,priority given to U.S.Government work, export restrictions imposed by any Government,mobilization of technical personnel in general, or any other cause beyond the control of such Party. In case of Force Majeure,the Party's performance obligations will be extended by a reasonable period of time corresponding to the delay caused by the Force Majeure.The Party experiencing the Force Majeure will inform the other Party in writing within fifteen(15)days after a fact or event of Force Majeure has been recognized to have occurred. 13.4. Schedule Delay. In those instances where a responsibility or performance obligation of BST or Company is dependent on a precedent performance activity or responsibility of the other Party, and the other Party does not perform its precedent performance activity or responsibility as of the scheduled date or in accordance with the specifications for such precedent performance activity or responsibility,then the performance activity or responsibility of the other Party may be delayed by a reasonable amount of time,but no less than a corresponding amount of time. The Parties understand that there may be instances where such a corresponding delay may reduce the amount of time for the non-delaying Party to perform its performance activity or its responsibility such that the non-delaying Party does not have adequate or sufficient time to fulfill its obligations in a commercially reasonable manner and stay within the agreed upon schedule as set forth herein,in which case the non-delaying Party will be entitled to take a reasonably necessary amount of time to complete its performance activity or obligation. The Parties agree that a delay by a non-performing Party,other than a minimal delay,may require a negotiation between the Parties to address the effect of such delay upon performance,schedule and/or price or costs. 13.5. Governing Law;Consent to Jurisdiction. This Agreement,Including all matters of construction, validity,and performance,will be governed,construed and enforced In accordance with the laws of the State of Florida. The Parties hereto agree that the exclusive jurisdiction and venue for any action under this Agreement will be the state and federal courts in Florida,and each of the Parties hereby agrees and submits itself to the exclusive jurisdiction and venue of such courts for such purposes. 13.6. Interpretation: Each Party hereto hereby acknowledges that it has been represented by legal counsel in connection with this Agreement and the matters contemplated hereby. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived.No course of dealing,course of performance,or usage of trade may be considered in the interpretation or enforcement of this Agreement.Both parties waive any right they may have to introduce any such evidence. 13.7. Severability. If any provision or portion of a provision of this Agreement is held Invalid or unenforceable,the remainder of the Agreement will not be affected,and the remaining terms will continue in effect and be binding on the Parties,provided that such holding of invalidity or unenforceability does not materially affect the essence of the Agreement. 13.8. Compliance with Laws. The Parties agree to comply with all applicable laws and regulations. If BST requires any government licenses or approvals to proceed with the provision of the Application Service,BST will provide Company with prior notice of the requirement and an estimate of any resulting increase in the price of the Application Service and Company will have the right to terminate this Agreement without further obligation,excepting obligations set forth in Section 12.2.3("Rights and Obligations upon Termination")herein,if Company determines in its reasonable discretion that such price increase is material. 13.9. Headings Not Controlling. The headings and numbering of the sections and attachments of this Agreement are inserted for convenience of reference only and will not be construed to define or limit any of the terms herein or to affect the meaning of this Agreement. 1C DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811 B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALYTICS Benefits Science Technologies 13.10. Relationship of the Parties.The Parties to this Agreement are independent contractors. Nothing herein shall be deemed to create a separate corporation,a merger or partnership of the Parties, a joint venture,a master-servant relationship,an employer-employee relationship,a contractor- subcontractor relationship,a principal-agent relationship,or any other relationship whatsoever besides that of independent contractors. Further,neither of the Parties to this Agreement,nor their respective officers,directors or employees shall be construed to be the agent,employee or representative of the other except and unless specifically provided in this Agreement. 13.11. Remedies. Each Party acknowledges that breach of this Agreement would cause immediate and irreparable harm to the other Party for which money damages could not adequately compensate the other Party.Therefore,each Party will have the right to enforce this Agreement,not only by an action or actions for damages,but also by an action or actions for specific performance or injunctive or other equitable relief in order to enforce or prevent any violations of the terms or conditions of this Agreement,without proof of actual damages and without the posting of bond or other security. 13.12. Insurance: BST's Comprehensive and Cyber Liability Insurance—BST shall take out and maintain during the life of this Agreement Comprehensive General Liability and Cyber Liability Insurance as shall protect It from claims for damage for personal injury,including accidental death,as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it,and the amount of such insurance shall be minimum limits as follows: (a) CONTRACTOR's Comprehensive General,$1,000,000 Liability Coverages,Bodily Injury Occurrence,&Property Damage Combined Single Limit (b)Cyber Liability coverage in the amount of$1,000,000 13.13. Entire Agreement.This is the entire Agreement between the Parties about its subject.It consists of Sections 1 through 13,inclusive,Appendix A,Appendix B,and Appendix C and any attachments and documents expressly referenced or described herein.It incorporates and supersedes all written and oral communications about its subject. This Agreement may not be amended,supplemented or changed in any manner except by a written instrument executed by an authorized representative of both Parties. 11 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811 B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANAL Y11(', Benefits Science Technologies The signatures below reflect agreement of all pages of this agreement including Appendix A, Appendix B,and Appendix C, City of Cler 4 Signature: A,1 y .w Name: _ 4 ,• .i •• Title: tY1 el/VIOL/SeA Date: 91160 Ig Benefits Science LLC Do/IcuSiigned''by..: Signature: ri 001:CsA:CF7Sce Sid Mann Name: Title: vice President sales 4/26/2018 Date: 12 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALY f IC5 Benefits Science Technologies APPENDIX A Application Service 1. Implementation of Data Feeds for monthly data transfer as outlined below: a. TPA for medical claims and eligibility b. PBM feed c. Plan data such as stop-loss policies,benefit summaries,premium equivalence rates,and subsidy rates. 2. Data blending linking data from a variety of vendors into common member and group records. 3. Multi-period data warehousing to include up to five years historical data plus all future data imported on a monthly basis. 4. Company maintains access to all data,including post-processed data. 5. Build-out of Company's Employer Portal for access to plan data,historical documents,monthly management reports,ad hoc queries against the data tables,predictive modeling and risk scoring,and data visualization dashboards. BST will provide standard dashboards and views for each Authorized User login. 6. Produce monthly financial analytics reporting package. 7. Produce monthly clinical analytics reporting package. 8. Software customization to include configuration of dashboards(up to 30)to suit Company's workflow and customization of the monthly reporting package. 9. Stop-Loss Modeling and Optimization. 10. Annual Plan Design Optimization for each group on the platform. 11. Wellness ROI Analysis provided annually for each group with wellness data available. PRICING DETAIL Implementation: • One data feed for eligibility • One data feed for medical claims • One data feed for Rx claims Fee Waived • One additional WA feed,if needed • Additional TPA feeds or feeds with changed formats are subject to an additional fee as identified under"Additional Services." Charges listed under"Additional Services"are not waived and will be charged if applicable. 13 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALYTICS Benefits Science Technologies Pricing while Hylant is Broker or Consultant of Record----- — ------------- $0.75 PEPM Pricing if Broker or Consultant of Record relationship with Hylant substantially changes due to Broker/Consultant change or termination of relationship--- $3.50 PEPM This price will begin the first of the month following the dote the Hylant relationship ends and extend through the end of the BST contract period. At the end of the BST contract period,it will be renegotiated to BSTs standard pricing based on group size. • Invoicing will reflect the group size as determined by the eligibility feed received the previous month.For example,February billing will reflect the enrolled count based on the December eligibility feed received in January. Branding:(Company) Included Implementation of wellness data feeds with one wellness vendor.Additional wellness feeds or feeds with changed formats are subject to an additional fee as identified Included under"Additional Services." Data blending into common records. Included Receipt of historical claims data(up to 5 years). Included Data warehouse and storage of pre and post-processed data. Included Access to pre and post processed data by authorized Company users. Included BST's standard reporting package for Company. Included Access to the data table for ad hoc queries. Included Digital library enabling user uploading/downloading of plan documents such as Benefit Summaries,Completed 5500 Forms,stop-loss contracts and other plan related forms Included and documents. Claims Lag and Future Payment Table will be updated monthly. Included IBNR calculations will be produced monthly. Included Access to data for approved Third Party through web application,subject to adjustments from time to time based on agreement between BST and Third Party. Included Access for Company to data through web application for[three(3)]unique user logins. Included 19 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALY I IC_ Benefits Science Technologies Data visualization access to BST's standard dashboard configuration. Induded Stop-loss modeling and optimization. Included Annual plan design optimization including plan design,premium equivalence rates, Included stop loss deductibles modeled around an employer's budget constraint. Sensitivity analysis for plan design optimization output. Included Wellness Return on Investment Analysis annually for groups with a minimum of 1,000 employee lives and with wellness performance data available in digital form. Included Additional Services: Description Benefits Science Fee 1 Additional software users in excess of the per approved Third Party and Company base offering. $100 per month Additional data feeds, beyond those noted in Appendix A, $1,500 fee per new or 2 with changes to 5 or more data fields will be subject to changed feed. Eligibility, medical,and Rx are the additional charge. considered three feeds. 15 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALYTICS Benefits Science Technologies APPENDIX B Authorized Users Company hereby represents to BST that the following individuals, per section 2.4.4,shall be designated by Company as Authorized Users as defined in the Agreement, and that the Authorized Users may have access to the Application Data and Application Service in compliance with the terms of the Agreement and applicable state and federal laws and regulations. Company will notify BST immediately when an Authorized User Is no longer employed by,or contracting with,Company and no longer an Authorized User. Authorized Name Title Email Address PHI or NON PHI User No. 1 2 3 16 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPTIVE•PREDICTIVE•PRESCRIPTIVE ANALYTICS Benefits its Science Technologies APPENDIX C Confidentiality Nondisclosure Agreement (see attached) 17 DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B