190168-CONTRACT.PDF

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CONTRACT EMPLOYEE WELLNESS SERVICES
This Contract is entered into this 21st day of August, 2019 by and between Maricopa County (“County”), a political
subdivision of the State of Arizona, and Virgin Pulse, Inc., a Delaware Corporation (“Contractor”) for the purchase
of a comprehensive Wellness Program for Maricopa County.
1.0 DEFINITIONS
Certain capitalized terms not otherwise defined on the Exhibit A have the meanings set forth in
this Section 1.
1.1 “Amendment” shall mean any Amendment to this Contract, and may include, without limitation,
Contractor’s standard Statement of Work (“SOW”).
1.2 “Administrative Vendor(s)” shall mean any third-party vendors used by Contractor to operate and
support the Application Services, Software and Virgin Pulse Program for Contractor’s entire book
of business.
1.3 “Application Services” shall mean the services and Software described in Exhibit B and
Contractor content provided by Contractor by means of access to certain content and use of the
features and functionality of software applications available and accessible within the Contractor
web sites (also referred to as the “Application” or “Services”), including but not limited to the
Virgin Pulse Platform.
1.4 “Authorized Partner(s)” shall mean any of the third-party partners Contractor can refer County to
for the provision of additional services to be integrated and expand the Virgin Pulse Program.
County shall contract with and be invoiced by such Authorized Partners directly.
1.5 “Blocked Person” shall mean any individuals, entities or organizations subject to sanction by the
US Department of Commerce, the US Department of State, the US Department of the Treasury or
any other agency of the US government (a consolidated list of such persons being available at
https://www.export.gov/csl-search), the United Nations, the European Union or the United
Kingdom.
1.6 “Certified Partner(s)” shall mean any of the third-party strategic partners Contractor can offer
directly to County for the provision of additional services to be integrated and expand the Virgin
Pulse Program.
1.7 “Confidential Information” shall have the meaning set forth in the non-disclosure agreement
entered into by the Parties, or in the absence of such a non-disclosure agreement will mean all
written or oral information, disclosed by either Party to the other, related to the corporate affairs of
either Party or a third party that has been identified as confidential or that by the nature of the
circumstances surrounding disclosure ought reasonably to be treated as confidential to the extent
permitted by Arizona or federal law.
1.8 “County Brand” shall mean any one or more of the trademarks, service marks, trade names,
domain names, logos, business and product names, slogans, and registrations and applications for
registration thereof owned by County as of the Effective Date.
1.9 “County Data” shall mean the data, media and content provided by County for use with the
Application Services that are accessible through the Application Services.
1.10 “Connected Partner(s)” shall mean any of County’s third-party vendors, with whom County has a
direct relationship, that County requests be integrated or connected, as applicable in the context of
the services offered by such Connected Partners, to the Virgin Pulse Program.
1.11 “Contractor” shall mean Virgin Pulse, Inc. and its predecessors and successors in interest.

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1.12 “Documentation” shall mean documentation related to County’s access to the Software and use of
the Application Services delivered by Contractor to County, as updated by Contractor from time to
time.
1.13 “Eligible” or “Eligibles” shall mean individuals who are eligible to access the Application. This
definition of Eligibles includes: (a) “Incentive Eligibles” defined as those individuals who have
access to the Application and are eligible to receive incentives; and (b) “Non-Incentive Eligibles”
defined as those individuals who are not enrolled in the County’s benefit program and not eligible
to receive incentives.
1.14 “Embargoed Jurisdiction” shall mean those countries or jurisdictions subject to embargo by the
United States.
1.15 “The Go-Live Date” shall mean July 1, 2020, the anticipated date on which Contractor will launch
or otherwise make the Application Services and the Pulse Program available to the participating
Members.
1.16 “Initial Order Start Date” shall mean September 1, 2019, upon award of the Contract and
approval of the County. Contractor will begin pre-implementation services on the Initial Order
Start Date, with implementation services to begin on February 1, 2020, with the understanding that
the County will only be financially responsible for implementation costs incurred prior to the
successful launch and acceptance of the service by the County scheduled for July 1, 2020 and
thereafter in accordance with the terms of this Contract.
1.17 “Member” shall mean an authorized Eligible enrolled in the Virgin Pulse Program having access
to the Application Services, provided that Eligibles may not be Members unless the same have
entered into a binding agreement to maintain the confidentiality of the Access Protocols and all
Contractor Confidential Information, for example, by agreeing to the Membership Agreement
through enrollment in the Virgin Pulse Program accessible through the Application Services.
1.18 “Guest” shall mean those persons invited by Members to participate in a more limited version of
the Virgin Pulse Program. A Guest is not an employee or in any way sponsored by the County. A
Guest is provided the opportunity to participate in the Virgin Pulse Program by a Member but
shall not receive the benefits of the Virgin Pulse Program as the Member would receive. County
has no responsibility or liability with regard to Guests, any services or products provided to
Guests, or any activities of Guests.
1.19 “Member Data” shall mean any information entered by Members into the Application Services,
or information for which Member has provided its consent to be shared. By way of example, if a
Member consents to the provision by a Biometrics contractor of its data to Contractor, such data
shall be considered “Member Data” under the terms of this Contract.
1.20 “Member Policies” shall mean the Virgin Pulse Membership Agreement, Privacy Policy and any
additional legal notices provided by Contractor during enrollment, and as updated from time to
time.
1.21 “Software” shall mean the object code version of the proprietary computer software whose use is
contemplated by the Application Services, including but not limited to the VPSync application,
and any subsequent revisions or modifications thereto which are furnished to County by
Contractor. The term Software does not include any proprietary software of a Third Party.
1.22 “Subscription Services Fees” shall mean those fees payable per Eligible per year for access to the
Virgin Pulse Program.
1.23 “US Export Controls and Trade Sanctions” shall mean all laws, regulations and orders of the
United States relating to export controls and trade sanctions, including but not limited to the
Export Control Reform Act of 2018, the Trading with the Enemy Act (50 U.S.C. App. 1 et seq.),
the International Emergency Economic Powers Act (50 U.S.C. §§ 1701-1707), and any
regulations or orders issued pursuant thereto, including but not limited to the Export
Administration Regulations (15 C.F.R. Parts 730-774) and the economic sanctions and embargoes
programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (31
C.F.R. Part 501 et seq.).
1.24 “Virgin Pulse Program” shall mean a proprietary, interactive health and fitness program,
including the Application, which provides Incentive Eligible Members with incentives for
increased activity and healthy behaviors; as applicable, interactive challenges to improve the
Members’ engagement; and a combination of activity and biometric tracking devices, along with a
personalized online program portal, to help Members monitor their daily activity and track
measurable health outcomes.

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2.0 CONTRACT TERM:
2.1 This Contract is for a term of three (3) years and ten (10) months, beginning on September 1,
2019, also known as the Initial Order Start Date, and ending June 30, 2023. It is understood that
pre-implementation services will begin upon the Initial Order Start Date and full implementation
services shall begin on February 1, 2020. The launch of the Virgin Pulse Program shall occur by
July 1, 2020, also known as the Go Live Date, as agreed upon by the Parties.
2.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional one-year terms up to a maximum of six (6) additional years. The County
shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60)
calendar days prior to the expiration of the original contract term, or any additional term
thereafter.
2.3 CONTRACT COMPLETION:
The Contractor shall make all commercially reasonable efforts for an orderly transition of its
duties and responsibilities to another provider and/or to the County within an agreed upon timeline
and at the rates as set forth in Exhibit A. This may include but is not limited to the preparation of
a transition plan and cooperation with the County or other contractors in the transition. The
transition includes the transfer of all records, and other data in the possession, custody or control
of Contractor required to be provided to the County either by the terms of this Contractor as a
matter of law. The provisions of this clause shall survive the expiration or termination of this
Contract.
3.0 ACCESS, USE AND MEMBERS
3.1 Provision of Access for Member. Subject to the terms and conditions contained in this Contract,
Contractor hereby grants to County a non-exclusive, non-transferable, (a) object-code only license
to use the Software, and (b) right to permit access to the Application Services for the number of
Members specified on the Order Form, for which you have paid the applicable fees solely in
accordance with the terms and conditions of this Contract and the Membership Agreement. On or
as soon as reasonably practicable after the Effective Date, Contractor shall provide to County the
necessary passwords, security protocols and policies and network links or connections (the
“Access Protocols”) to allow County to access the Application Services. Contractor shall also
provide County the Documentation to be used by County in accessing and using the Application
Service.
3.2 Usage Restrictions. County will not (a) copy or duplicate the Application or Software; (b)
decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source
code from which any software component of the Application Services or Software is compiled or
interpreted; (c) modify the Application Services or Software or the Documentation, or create any
derivative product from any of the foregoing, except with the prior written consent of Contractor;
or (d) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as
security or otherwise encumber, County’s rights under Sections 3.1 or 3.2. County will ensure that
its use of the Application Services and the Documentation and all County Data complies with all
applicable laws, statutes, regulations or rules. County shall notify Contractor immediately of any
known unauthorized use of any password or account or any other known or suspected breach of
security.
3.3 US Export Controls and Trade Sanctions Compliance. County will not request access to the
Application Services for any Eligibles or request integrations with any Connected Partners who
would be prohibited from receiving goods or services from the Contractor pursuant to US Export
Controls and Trade Sanctions, including but not limited to Blocked Persons or persons who are
located in Embargoed Jurisdictions. Contractor shall be under no obligation to provide such
persons with access to the Application Services.
3.4 Retained Rights; Ownership.
(a) Subject to the rights granted in this Contract, County retains all right, title and interest in
and to the County Brand and County Data, and Contractor acknowledges that it neither

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owns nor acquires any additional rights in and to the County Brand or County Data not
expressly granted by this Contract. County is sole owner of all County Data. Contractor
further acknowledges that County retains the right to use the County Brand and County
Data for any purpose in County’s sole discretion. Subject to the foregoing, County hereby
grants to Contractor a non-exclusive, non-transferable right and license to use the County
Brand and County Data during the Term for the limited purposes of performing
Contractor’s obligations under this Contract.
(b) Subject to the rights granted in this Contract, Contractor retains all right, title and interest
in and to the Application Services, Software, and the Documentation, and County
acknowledges that it neither owns nor acquires any additional rights in and to the
foregoing not expressly granted by this Contract. County further acknowledges that
Contractor retains the right to use the foregoing for any purpose in Contractor’s sole
discretion.
4.0 CONTRACTOR OBLIGATIONS.
4.1 Implementation Services. County understands that, before access to the Application Services can
be provided to County, County’s systems may require configuration, and will in any case require
the performance of various services to prepare County’s systems for such purposes, and that
Contractor’s systems may also require preparation in order to configure and prepare the
Application for use under the terms of the Contract as contemplated hereunder. Such services are
included in the Implementation Services Package.
4.2 Professional Services and Technical Support. Contractor will provide all professional services
and technical support services as part of the Application Services in Exhibit B. County
acknowledges that in the event that County desires that Contractor perform additional technical or
professional services, the Parties will negotiate an appropriate “Statement of Work” (“SOW”)
setting forth a plan for such services. Notwithstanding the foregoing, County acknowledges that
Contractor will have no obligation to perform any services under a SOW unless and until engaged
to perform such services in an Amendment to this Contract.
4.3 County Success Manager. Contractor will make available to County a County Success Manager
who will oversee services related to the Application Services. Contractor will provide monthly
reports to County specifying the number of Members by department and to the extent permitted by
applicable law and the Member Policies, and each Incentive Eligible Member’s level of attainment
by department.
4.4 Claims for Incentives. Contractor will make an initial determination of whether Members have
earned and are entitled to incentives under wellness programs administered as part of the
Application Services. Contractor’s role in administering claims for incentives is purely
ministerial, and performed within a framework of policies, interpretations, rules, practices and
procedures made or adopted by County. Contractor will only have authority to construe the
provisions of the wellness program approved by County and determine whether a claim for
incentives is eligible to be granted in accordance with the terms of the Virgin Pulse Program and
this Contract. Upon determination on request of a Member that the Member has not earned or is
not entitled to an incentive under a wellness program, Contractor will provide a claims denial
notice in the form and manner directed by County. Contractor through its Member Services
Department will review and manage a Member’s appeal to an issue of receiving incentives. If and
to the extent that any wellness program made available by Contractor is part of a group health
plan, County shall administer any final appeal process and retains ultimate authority, discretion
and responsibility for the group health plan.
4.5 Content Contractors. Contractor may include information, data, subject matter, content and
substance within its products provided by or delivered through independent sources (collectively,
“Content Contractors”). Contractor shall make reasonable best efforts to ensure that such Content
Contractors leverage data sources, decision trees, patient instructions, and other information
developed by credible sources.

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4.6 Contractor Status. In providing Application Services under this Contract, County acknowledges
and agrees that neither Contractor nor any independent contractors performing Services on
Contractor’s behalf are acting as a fiduciary of any employee welfare benefit plan, and neither
County nor County’s welfare benefit plan(s) shall name Contractor as a plan fiduciary. Contractor
does not have and shall not have any power to make any decisions as to plan benefits, policies,
interpretations, practices or procedures. County acknowledges and agrees that Contractor does not
have nor exercise any discretionary authority or control respecting management or administration
of County’s employee welfare benefit plans nor the funding or disposition of assets under such
plan, such authority and control being retained by County.
4.7 Portable Devices. Contractor may, at the County’s option, provide to each Member portable
monitoring devices (each a “Portable Device”) as may be updated by Contractor in the
Membership Agreement, to track the daily activity of such Members. All obligations with respect
to delivery and use of the Portable Devices shall be subject to the Membership Agreement. The
Parties acknowledge and agree that Contractor may charge additional fees for the deployment of
such Portable Devices which price lists may be modified in accordance with Section 6.0.
Contractor shall not be required to provide a Portable Device to any Eligible or other person in
violation of US Export Controls or Trade Sanctions, including but not limited to persons who are
Blocked Persons or who are located in an Embargoed Jurisdiction.
4.8 Rights with Respect to Errors or Unauthorized Use. The Parties acknowledge and agree that
Contractor, in the exercise of Contractor’s sole discretion, shall be permitted to adjust, remove, or
otherwise alter incentives accumulated by Members in error or in a manner that violates the
Membership Agreement or have otherwise been accumulated in a fraudulent or dishonest manner.
5.0 COUNTY OBLIGATIONS.
5.1 Member Access to Services. Subject to the terms and conditions herein, County may permit the
Members to access and use the features and functions of the Application Services only through the
Access Protocols. County shall be responsible for screening its Eligibles and, as applicable,
Connected Partners to ensure they are not Blocked Persons, nor are they located in any Embargoed
Jurisdictions.
5.2 County Assistance. County shall make available in a timely manner at no charge to Contractor all
content, graphic files, County Data, County Brand information or other information and resources
of County required by Contractor for the performance of its obligations under this Contract.
County shall be responsible for, and assumes the risk of, any problems resulting from, the content,
accuracy, completeness and consistency of all such content, materials and information supplied by
County. County shall also be solely responsible, at its own expense, for acquiring, installing and
maintaining all connectivity equipment, hardware, software and other equipment as may be
necessary for it and its Members to connect to, access, and use the Application Services.
5.3 Provision of Data. No later than 90 days prior to the Go-Live Date, County shall provide
Contractor, consistent with state and Federal privacy laws, with accurate information including the
number and names of Eligibles. County will provide an initial eligibility file thirty (30) days prior
to the Go-Live Date that discloses the Eligibles and includes at least the following information: the
Eligibles last name, first name, date of birth, gender, unique identifying number, if applicable, and
any other information necessary to enable Contractor to administer the Virgin Pulse Program and
to provide the Application Services required by this Contract. Contractor, under certain limited
circumstances, may be required to share this information for the provision of biometric services to
fulfill its obligations under this Contract. Contractor may be further required to share this
information to Authorized Partners, Connected Partners and Certified Partners to fulfil its
obligations under this Contract. This information and any Eligible additions and terminations
shall be kept current on a daily basis and, unless otherwise agreed upon by the Parties, shall be
provided by County to Contractor daily during the term of this Contract. County shall be
responsible for any errors with respect to the information provided, including any failure to report
employee terminations, or termination of an Eligible from participation in the Virgin Pulse
Program. The Parties acknowledge and agree that such information set forth above shall be

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deemed County Data and shall be treated as County’s confidential information under this
Contract.
5.4 County Data. County shall be responsible for all changes to and/or deletions of County Data and
the security of all passwords and other Access Protocols required in order to access the
Application Services. County hereby represents and warrants that it owns or otherwise has
sufficient right to grant Contractor access to and use the County Data in accordance with the terms
of this Contract. County will be solely responsible for the accuracy and completeness of the
County Data. County acknowledges and agrees that Contractor’s obligation to maintain any
County Data obtained in the course of performance of the Application Services shall not extend
beyond the Term of this Contract.
5.5 Member Data. Members will have access solely to their individual Member Data and such data
will be protected in accordance with applicable laws and the terms of the Member Policies.
5.6 Browser Requirements. Contractor will share any applicable information pertinent to Browser
Requirements as part of its IT Specifications Documentation.
5.7 New Versions. Contractor shall, within its sole discretion, release new versions of the Virgin
Pulse Platform. The County and the Contractor will jointly agree to any implementation/transition
schedule to a new platform, with the understanding that the County will only migrate to a new
platform at the start of a new benefit year after having been provided 12 months’ notice of the
update and at no cost to the County.
6.0 PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the
Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by
appropriate documentation. The reasonableness of the request will be determined by comparing the request
with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price
terms, County shall issue written approval of the change and provide an updated version of the Contract.
The new change shall not be in effect until the date stipulated on the Contract.
7.0 PAYMENTS:
7.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit “A.”
7.2 Payment shall be made upon the County’s receipt of a properly completed invoice. All fees shall
be due and payable within thirty (30) days of the date of Contractor’s properly completed invoice.
7.3 INVOICES:
7.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the
invoice must provide the following information:
• Company name, address and contact
• County bill-to name and contact information
• Contract Serial Number
• Invoice number and date
• Payment terms
• Date of service
• Quantity
• Contract Item number(s)
• Description of Purchase (services)
• Pricing per unit of service
• Extended price
• Total Amount Due

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7.3.2 Problems regarding billing or invoicing shall be directed to the using Department.
7.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/922/Vendors).
7.3.4 Discounts offered in the Contract shall be calculated based on the date a properly
completed invoice is received by the County.
7.3.5 EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
7.3.6 Late Payments; Interest; Payment in Dollars. Any portion of any undisputed amount
payable hereunder that is not paid within Net 30 days of receipt of a correct invoice, will
accrue interest at one and one-half percent (1.5%) per month or the maximum rate
permitted by applicable law, whichever is less, from the due date until paid. All payments
to be made under this Contract shall be made in US dollars. Notwithstanding the
foregoing, if Contractor does not receive payment of any sum due to it within thirty (30)
days of the invoice, Contractor reserves the right to suspend incentives by Incentive
Eligible Members until such time as the default has been cured to Contractor’s
satisfaction.
7.4 APPLICABLE TAXES:
7.4.1 Payment of Taxes: Prices do not include any Sales, use, excise, transaction, or other
similar taxes. If such taxes are applicable, Contractor will separately state them on the
invoice and County shall be responsible for payment. County will make all required
payments to Contractor free and clear of, and without reduction for, any withholding
taxes. Any such taxes imposed on payments to Contractor will be County’s sole
responsibility, and County will, upon Contractor’s request, provide Contractor with
official receipts issued by the appropriate taxing authorities, or such other evidence as
Contractor may reasonably request, to establish that such taxes have been paid. County
has no obligation to pay any taxes or fees that are: (i) based on Contractor’s (a) federal,
state and local income taxes; (b) payroll, employment and self-employment taxes of any
kind, and (c) contributions imposed or required for social security, national insurance,
medical insurance, or other applicable laws, rules or regulations with respect to
Contractor’s performance of this Contract; (ii) franchise taxes or other taxes based on
Contractor’s corporate existence or status; (iii) due in whole or in part because of any
failure or delay by Contractor or its agents to file any return or information required by
law, rule, or regulation; or (iv) retroactive or withholding taxes assessed by a non-United
States jurisdiction. County shall reimburse Contractor for any penalties or interest
actually levied upon Contractor only if County’s acts or omissions solely caused the
interest or penalty to be levied. Contractor shall, upon written request of County, furnish
statements of taxes and assessments for which County is responsible and Contractor has
paid.
7.4.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction
privilege taxes apply to sales made under the terms of this Contract it is the responsibility
of the Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction
of authority.
7.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall and require all subcontractors to hold Maricopa County harmless from

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any responsibility for taxes, damages and interest, if applicable, contributions required
under Federal, and/or State and local laws and regulations, and any other costs including;
transaction privilege taxes, unemployment compensation insurance, Social Security, and
Worker’s Compensation.
7.5 TAX (SERVICES):
No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the
Contractor to determine any and all applicable taxes.
7.6 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful
Respondent under this solicitation, a member of $AVE may access a contract resulting from a
solicitation issued by the County.
7.7 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):
County currently holds ICPA’s with numerous governmental entities. These agreements allow
those entities, with the approval of the Contractor, to purchase their requirements under the terms
and conditions of the County Contract. It is the responsibility of the non-County government
entity to perform its own due diligence on the acceptability of the Contract under its procurement
rules, processes and procedures.
8.0 AVAILABILITY OF FUNDS:
8.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
8.2 If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.
9.0 DUTIES:
9.1 Contractor shall perform all duties stated in Exhibit “B” or as otherwise directed in writing by the
Procurement Officer.
10.0 TERMS AND CONDITIONS:
10.1 INDEMNIFICATION OF COUNTY – INTELLECTUAL PROPERTY: To the fullest extent
permitted by law, and to the extent that claims, damages, losses or expenses are not covered and
paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold
harmless the County, its agents, representatives, agents, officers, directors, officials, and
employees from and against all claims, damages, losses, and expenses (including, but not limited
to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate
proceedings) arising out of, or alleged to have resulted from any claim by any third party that the
Application Services and/or the Documentation infringes such third party’s U.S. patents issued as
of the Effective Date, or infringes or misappropriates, as applicable, such third party’s copyrights

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or trade secret rights under applicable laws of any jurisdiction within the United States of
America, provided that County promptly notifies Contractor in writing of the claim, cooperates
with Contractor, and allows Contractor sole authority to control the defense and settlement of such
claim. If such a claim is made or appears possible, County agrees to permit Contractor, at
Contractor’s sole discretion, to enable it to continue to use the Application Services or the
Documentation, as applicable, or to modify or replace any such infringing material to make it non-
infringing. If Contractor determines that none of these alternatives is reasonably available, County
shall, upon written request from Contractor, cease use of, and, if applicable, return, such materials
as are the subject of the infringement claim. This Section 10.1 shall not apply if the alleged
infringement arises, in whole or in part, from (a) modification of the Application or the
Documentation by County, (b) combination, operation or use of the Application with other
software, hardware or technology not provided by Contractor, (c) use of a superseded or altered
release of the Application or the Documentation, if such infringement would have been avoided by
the use of a then-current release of the Application or the Documentation, as applicable, and if
such then-current release has been made available to County at no additional cost, or (d) related to
the County Data or County Brand (any of the foregoing circumstances under clauses (a), (b), (c),
or (d) may be referred to as a “County Indemnity Responsibility”)..
10.2 GENERAL INDEMNITY OF COUNTY. Contractor shall also defend, indemnify, and hold
harmless the County, its agents, representatives, agents, officers, directors, officials, and
employees from any third party claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property,
arising out of or alleged to have resulted from (a) Contractor’s negligent acts, errors, omissions or
mistakes and/or (b) Contractor’s willful misconduct or fraud, provided that County promptly
notifies Contractor in writing of the claim, cooperates with Contractor, and allows Contractor sole
authority to control the defense and settlement of such claim. For purposes of this section,
Contractor includes any subcontractor, any one directly or indirectly employed by Contractor or
subcontractors, or anyone for whose acts they may be liable, regardless of whether such claim,
damage, loss, or expense is caused in part by a party indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be
construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to acts or omissions alleged to have been caused
by the sole negligence of County.
10.3 INSURANCE:
10.3.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
10.3.1 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
10.3.2 Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
10.3.3 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.

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10.3.4 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be
solely responsible for the deductible and/or self-insured retention and County, at its
option, may require Contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.
10.3.5 The insurance policies required by this Contract, except Workers’ Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
10.3.6 The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor’s work or service.
10.3.7 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $2,000,000 General Aggregate Limit.
The policy shall include coverage for premises liability, bodily injury, broad form
property damage, personal injury, products and completed operations and blanket
contractual coverage, and shall not contain any provisions which would serve to limit
third party action over claims. There shall be no endorsement or modifications of the
CGL limiting the scope of coverage for liability arising from explosion, collapse, or
underground property damage.
10.3.8 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage
of not less than $2,000,000 each occurrence with respect to any of the Contractor’s
owned, hired, and non-owned vehicles assigned to or used in performance of the
Contractor’s work or services or use or maintenance of the premises under this Contract.
10.3.9 Workers’ Compensation:
Workers’ Compensation insurance to cover obligations imposed by Federal and State
statutes having jurisdiction of Contractor’s employees engaged in the performance of the
work or services under this Contract; and Employer’s Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.
Contractor, its contractors and its subcontractors waive all rights against Contract and its
agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s Liability or
commercial umbrella liability insurance obtained by Contractor, its contractors and its
subcontractors pursuant to this Contract.
10.3.10 Professional Errors & Omissions
Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial
Umbrella insurance, which will insure and provide coverage for errors or omissions or
professional liability of the Contractor, with limits of no less than $2,000,000 for each
claim.

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10.3.11 Certificates of Insurance:
10.3.11.1 Prior to Contract award, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by
the Contract in the form provided by the County, issued by Contractor’s
insurer(s), as evidence that policies providing the required coverage,
conditions and limits required by this Contract are in full force and effect.
Such certificates shall identify this contract number and title.
10.3.11.2 In the event any insurance policy(ies) required by this Contract is(are)
written on a claim made basis, coverage shall extend for two years past
completion and acceptance of Contractor’s work or services and as
evidenced by annual Certificates of Insurance.
10.3.11.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County fifteen (15) calendar days prior to the expiration
date.
10.3.12 Cancellation and Expiration Notice:
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to Maricopa County. Contractor must provide to Maricopa County, within two (2)
business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be expiring.
Such notice shall be sent directly to Maricopa County Office of Procurement Services
and shall be mailed, or hand delivered to 320 West Lincoln Street, Phoenix, AZ 85003, or
emailed to the Procurement Officer noted in the solicitation.
10.3.13 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies,
hostilities (whether war is declared or not), civil war, riots, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities,
nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike,
interruption or failure of electricity or telecommunication service.
10.3.14 Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use best
efforts to remedy the situation and remove, as soon as practicable, the cause of its
inability to perform or comply.
10.3.15 The party asserting Force Majeure as a cause for non-performance shall have the burden
of proving that reasonable steps were taken to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that
the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.
10.4 REPRESENTATIONS AND WARRANTY OF SERVICES:
10.4.1 Representations; Warranties. Each Party hereby represents and warrants (a) that it is
duly organized, validly existing and in good standing under the laws of its jurisdiction of
incorporation or organization; (b) neither it nor its owners are Blocked Persons or are
located in an Embargoed Jurisdiction; (c) that the execution and performance of this
Contract will not conflict with or violate any provision of law having applicability to

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either Party (including but not limited to US Export Controls and Trade Sanctions); and
(d) that this Contract, when executed and delivered, will constitute a valid and binding
obligation of such Party and will be enforceable against such Party in accordance with its
terms. In addition, County hereby represents and warrants (e) that, unless required for the
operation of the Virgin Pulse Program, it shall not provide Contractor with any
individual’s social security number, unique national identifier or tax number; and (f) that
it shall only use the data received from Contractor in accordance with this Contract.
County further acknowledges that the wellness program design, inclusive of incentive
structure, is the sole responsibility of the County.
10.4.2 Exclusion as Care Contractor. The Parties agree that Contractor is not a care contractor
and does not provide medical advice. The products and services are not, nor are they
intended to be, a medical evaluation, medical examination, medical advice, medical
consultation, medical diagnosis or medical treatment.
10.4.3 Virgin Pulse Health Risk Assessment (“HRA”) custom questions and Surveys;
Warranties and Exclusion of Liability. If applicable, County represents and warrants
that it will comply with all applicable laws in its use of the Virgin Pulse Surveys and
custom questions added to County’s HRA. County is solely responsible for the content of
each custom survey or custom question. Contractor will provide County with anonymous
and aggregated reports reflecting the data collected through the Virgin Pulse Surveys and
HRA. County shall notify its Members that any open text contribution may be visible to
County and may allow County to identify the participating Member. County
acknowledges that the Virgin Pulse Surveys and HRA service are not designed or
intended to be used to elicit racial, medical or genetic information. County further affirms
that in no event will a Member’s choice to participate in the Virgin Pulse Surveys or
HRA, or any data collected through the Virgin Pulse Surveys or HRA, be used to
influence or guide the County’s employment decisions. TO THE EXTENT ALLOWED
BY APPLICABLE LAW, COUNTY AGREES TO INDEMNIFY AND HOLD
HARMLESS CONTRACTOR, ITS EMPLOYEES, OFFICERS, DIRECTORS AND
SHAREHOLDERS FROM AND AGAINST ANY AND ALL CLAIMS OF ANY
KIND, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING FROM THE
USE OF THE CUSTOM VIRGIN PULSE SURVEYS, THE CUSTOM CONTENT OF
THE SURVEY OR ANY CUSTOM HRA QUESTIONS, OR THE MISUSE BY
COUNTY OF ANY INFORMATION OR DATA COLLECTED THROUGH THE
VIRGIN PULSE SURVEYS OR HRA.
10.4.4 Eligibles and Outreach. County may require Contractor to engage in active promotion
of the Virgin Pulse Program, including but not limited to its telephonic and other live
coaching services, including via the use of active telephonic or text outreach. County
represents and warrants that any contact information of Eligibles provided to Contractor
to conduct such active outreach was collected by County and provided to Contractor in
compliance with applicable laws, including but not limited to the Telephone Consumer
Protection Act (TCPA), and that County properly notified and obtained consent from
Eligibles for Contractor’s outreach.
10.4.5 The Contractor warrants that all services provided hereunder will conform to the
requirements of the Contract, including all descriptions, specifications and attachments
made a part of this Contract. County’s acceptance of services or goods provided by the
Contractor shall not relieve the Contractor from its obligations under this warranty.
10.4.6 In addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty in accordance with
the Exhibit D (SLA). Services corrected by the Contractor shall be subject to all the
provisions of this Contract in the manner and to the same extent as services originally
furnished hereunder.

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10.5 DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY.
10.5.1 Disclaimer. THE PARTIES ACKNOWLEDGE THAT CONTRACTOR’S SERVICES
MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. CONTRACTOR IS NOT RESPONSIBLE FOR ANY DELAYS,
DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH
PROBLEMS THAT ARE OUTSIDE OF CONTRACTOR’S (OR AUTHORIZED OR
CERTIFIED PARTNER’S) CONTROL. NEITHER CONTRACTOR, NOR ITS THIRD-
PARTY HOSTING SERVICE OR SOFTWARE CONTRACTORS, SHALL HAVE
ANY LIABILITY WHATSOEVER FOR THE ACCURACY, COMPLETENESS, OR
TIMELINESS OF THE COUNTY DATA, OR FOR ANY DECISION MADE OR
ACTION TAKEN BY COUNTY IN RELIANCE UPON ANY COUNTY DATA.
10.5.2 Exclusions of Remedies; Limitation of Liability.
WITH THE EXCEPTION OF CONTRACTOR’S INDEMNIFICATION
OBLIGATIONS UNDER SECTION 10 STATED ABOVE, AND UNLESS
PROHIBITED BY LAW, THE CUMULATIVE LIABILITY OF PROVIDER TO
COUNTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION
SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED
THREE MILLION DOLLARS ($3,000.000.00). THIS LIMITATION OF LIABILITY IS
INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS
OF THIS CONTRACT HAVE BEEN BREACHED.
10.6 INSPECTION OF SERVICES:
10.6.1 The Contractor shall provide and maintain an inspection system acceptable to County
covering the services under this Contract. Complete records of all inspection work
performed by the Contractor shall be maintained and made available to County during
Contract performance and for as long afterwards as the Contract requires.
10.6.2 County has the right to inspect and test all services called for by the Contract, during
normal business hours of Contractor with advance written notice. County shall perform
inspections and tests in a manner that will not unduly delay the work.
10.6.3 If any of the services do not conform to Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
cost to the County. When the defects in services cannot be corrected by re-performance,
County may:
10.6.3.1 Require the Contractor to take necessary action to ensure that future
performance conforms to Contract requirements; and
10.6.3.2 Require the Contractor to pay all fees at risk in the SLA.
10.6.4 If the Contractor fails to promptly perform the services again or to take the necessary
action to ensure future performance in conformity with Contract requirements, County
may:
10.6.4.1 By Contract or otherwise, perform the services and charge to the Contractor,
through direct billing or through payment reduction, any cost incurred by
County that is directly related to the performance of such service; or
10.6.4.2 Terminate the Contract for default.

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10.7 BACKGROUND CHECK:
Contractors need to be aware that there may be multiple background checks (Sheriff’s Office,
County Attorney's Office, Courts as well as Maricopa County general government) to determine if
the Contractor is acceptable to do business with the County. This applies to (but is not limited to)
the Contractor, subcontractors and employees.
10.8 SUSPENSION OF WORK:
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this Contract for the period of time that the Procurement Officer
determines appropriate for the convenience of the County. No adjustment shall be made under
this clause for any suspension, delay, or interruption to the extent that performance would have
been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of
the Contractor. No request for adjustment under this clause shall be granted unless the claim, in
an amount stated, is asserted in writing as soon as practicable after the termination of the
suspension, delay, or interruption, but not later than the date of final payment under the Contract.
10.9 STOP WORK ORDER:
The Procurement Officer may, at any time, by written order to the Contractor, require the
Contractor to stop all, or any part, of the work called for by this Contract for a period of ninety
(90) calendar days after the order is delivered to the Contractor, and for any further period to
which the parties may agree. The order shall be specifically identified as a stop work order issued
under this clause. Upon receipt of the order, the Contractor shall immediately comply with its
terms and take all reasonable steps to minimize the incurrence of costs allocable to the work
covered by the order during the period of work stoppage. Within a period of 90 calendar days after
a stop-work is delivered to the Contractor, or within any extension of that period to which the
parties shall have agreed, the Procurement Officer shall either:
10.9.1 Cancel the stop work order; or
10.9.2 Terminate the work covered by the order as provided in the Default.
10.9.3 The Procurement Officer may make an equitable adjustment in the delivery schedule
and/or Contract price, or otherwise, and the Contract shall be modified, in writing,
accordingly, if the Contractor demonstrates that the stop work order resulted in an
increase in costs to the Contractor.
10.10 TERMINATION FOR DEFAULT:
Either Party may, at its option, terminate this Contract in the event of a material breach (default)
by the other Party. Such termination may be affected only through a written notice to the
breaching Party, specifically identifying the breach or breaches on which such notice of
termination is based. The breaching Party will have a right to cure such breach or breaches within
thirty (30) days of receipt of such notice, and this Contract will terminate in the event that such
cure is not made within such thirty (30) day period. Notwithstanding the foregoing, Contractor
may immediately terminate this Contract without prior notice or the opportunity to cure if the
County’s material breach (default) results in a violation US Export Controls and Trade Sanctions
law.
10.11 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the Contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in effect,
an employee or agent of any other party to the Contract in any capacity or consultant to any other
party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to

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A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on
behalf of the County from any other party to the Contract arising as the result of the Contract.
10.12 CONTRACTOR LICENSE REQUIREMENT:
10.12.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental or
non-governmental entities as mandated to maintain compliance with and in good standing
for all permits and/or licenses. The Contractor shall keep fully informed of existing and
future trade or industry requirements, Federal, State and Local laws, ordinances, and
regulations which in any manner affect the fulfillment of a Contract and shall comply
with the same. Contractor shall immediately notify both Office of Procurement Services
and the Department of any and all changes concerning permits, insurance or licenses.
10.12.2 Contractor furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. Contractor is not relieved of its obligation to obtain and possess the required
licenses by subcontracting of the labor portion of the Contract. Contractors are advised
to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing
requirements for a particular contract. Contractor shall identify which license(s), if any,
the Registrar of Contractors requires for performance of the Contract.
10.13 SUBCONTRACTING:
Contractor and County acknowledge and agree that various types of third-party contractors may be
involved in the provision of Contractor’s Software or support the Virgin Pulse Program.
Contractor shall remain liable for the acts and omissions of its Administrative Vendors and
Certified Partners. In the event that County leverages any Authorized Partners or Connected
Partners and requests that such services be integrated to support the Virgin Pulse Program, County
and Contractor acknowledge and agree that County shall contract separately with such third-
parties for the provision of such services. Contractor shall not be held liable for the acts or
omissions of Authorized Partners and Connected Partners, nor will such third-parties’ conduct
affect any agreed upon performance guarantees between County and Contractor.
10.14 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Office of Procurement Services shall be responsible for approving all amendments for
Maricopa County.
10.15 ADDITIONS/DELETIONS OF REQUIREMENTS:
The County reserves the right to add and/or delete materials and services to a Contract. If a
service requirement is deleted, payment to the Contractor will be reduced proportionately, to the
amount of service reduced in accordance with the bid price. If additional materials or services are
required from a Contract, prices for such additions will be negotiated between the Contractor and
the County and approved/signed by both parties.
10.16 STRICT COMPLIANCE:
Acceptance by County of a performance that is not in strict compliance with the terms of the
Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of
the Contract.
10.17 VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.

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10.18 SEVERABILITY:
The removal, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
10.19 RIGHTS IN DATA:
The County shall have the use of data and reports resulting from a Contract without additional cost
or other restriction except as may be established by law or applicable regulation. Each Party shall
supply to the other Party, upon request, any available information that is relevant to a Contract and
to the performance thereunder10.20 NON-DISCRIMINATION:
Contractor agrees to comply with all provisions and requirements of Arizona Executive Order
2009-09 including flow down of all provisions and requirements to any subcontractors. Executive
Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be
viewed and downloaded at the Arizona State Library Research website
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is
hereby incorporated into this Contract as if set forth in full herein. During the performance of this
Contract, Contractor shall not discriminate against any employee, client or any other individual in
any way because of that person’s age, race, creed, color, religion, sex, disability or national origin.
10.20 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
10.20.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the
best of his or her knowledge and belief that the Contractor, its current officers and
directors:
10.20.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from being awarded any contract or grant
by any United States Department or Agency or any state, or local jurisdiction;
10.20.1.2 have not within three (3) year period preceding this Contract:
10.20.1.2.1 been convicted of fraud or any criminal offense in connection
with obtaining, attempting to obtain, or as the result of
performing a government entity (Federal, State or local)
transaction or contract; or
10.20.1.2.2 been convicted of violation of any Federal or State antitrust
statues or conviction for embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements,
or receiving stolen property regarding a government entity
transaction or contract;
10.20.1.3 are not presently indicted or criminally charged by a government entity
(Federal, State or local) with commission of any criminal offenses in
connection with obtaining, attempting to obtain, or as the result of performing
a government entity public (Federal, State or local) transaction or contract;
and are not presently facing any civil charges from any governmental entity
regarding obtaining, attempting to obtain, or from performing any
governmental entity contract or other transaction; and have not within a three
(3) year period preceding this Contract had any public transaction (Federal,
State or local) terminated for cause or default.
10.20.2 The Contractor shall include, without modification, this clause in all lower tier covered
transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier
covered transactions related to this Contract.

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10.21 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS:
10.21.1 By entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act (INA using e-verify) and all other Federal immigration laws and
regulations related to the immigration status of its employees and A.R.S. §23-214(A). The
Contractor shall obtain statements from its subcontractors certifying compliance and shall
furnish the statements to the Procurement Officer upon request. These warranties shall
remain in effect through the term of the Contract. The Contractor and its subcontractors
shall also maintain Employment Eligibility Verification forms (I-9) as required by the
Immigration Reform and Control Act of 1986, as amended from time to time, for all
employees performing work under the Contract and verify employee compliance using the
E-verify system and shall keep a record of the verification for the duration of the
employee’s employment or at least three (3) years, whichever is longer. I-9 forms are
available for download at USCIS.GOV.
10.21.2 The County retains the legal right to inspect Contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
10.21.1 of this Section. Contractor and subcontractor shall be given reasonable notice of
the County’s intent to inspect and shall make the documents available at the time and date
specified. Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County will consider this a material breach of the Contract and
may pursue any and all remedies allowed by law, including, but not limited to; suspension
of work, termination of the Contract for default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the Contractor.
10.22 INFLUENCE:
As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
10.22.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type of valuable contribution or
subsidy,
10.22.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided
by this Contract.
10.23 UNIFORM ADMINISTRATIVE REQUIREMENTS:
By entering into this Contract, the Contractor agrees to comply with all applicable provisions of
Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS,
COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in
Title 2 C.F.R. § 200 et seq.
10.24 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
10.24.1 In accordance with section MCI 371 of the Maricopa County Procurement Code, the
Contractor agrees to retain (physical or digital copies of) all books, records, accounts,
statements, reports, files, and other records and back-up documentation relevant to this

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Contract for six (6) years after final payment or until after the resolution of any audit
questions which could be more than six (6) years, whichever is latest. The County,
Federal or State auditors and any other persons duly authorized by the Department shall
have full access to, and the right to examine, copy and make use of, any and all said
materials.
10.24.2 If the Contractor’s books, records, accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
10.25 AUDIT DISALLOWANCES:
If at any time it is determined by the County that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course
of action to address the disallowance shall be at sole discretion of the County, and may include
either an adjustment to future invoices, request for credit, request for a check or a deduction from
current invoices submitted by the Contractor equal to the amount of the disallowance, or to require
reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable
to Maricopa County.
10.26 CONFIDENTIAL INFORMATION:
The Parties acknowledge that during the performance of this Contract, each Party will have access
to certain of the other Party’s Confidential Information or Confidential Information of third parties
that the disclosing Party is required to maintain as confidential to the extent permitted by Arizona
and federal law. Both Parties agree that all items of Confidential Information are proprietary to the
disclosing Party or such third party, as applicable, and will remain the sole property of the
disclosing Party or such third party.
Each Party agrees as follows: (a) to use Confidential Information disclosed by the other Party only
for the purposes described herein; (b) that such Party will not reproduce Confidential Information
disclosed by the other Party, and will hold in confidence and protect such Confidential
Information from dissemination to, and use by, any third party to the extent permitted by Arizona
and federal law; (c) that neither Party will create any derivative work from Confidential
Information disclosed to such Party by the other Party; (d) to restrict access to the Confidential
Information disclosed by the other Party to such of its personnel, agents, and/or consultants, if any,
who have a need to have access and who have been advised of and have agreed in writing to treat
such information in accordance with the terms of this Contract; and (e) to return or destroy all
Confidential Information disclosed by the other Party that is in its possession upon termination or
expiration of this Contract consistent with the provisions of this Contract. Notwithstanding the
foregoing, County agrees that Contractor may utilize de-identified, aggregated statistical data
regarding County’s use of the Services solely for the purposes of planning future development of
the Platform and Services. Other than for purposes of providing services to Members under this
Contract (i.e. biometrics screenings or HRA), in no event shall Contractor provide to third parties
specific data regarding County or County’s Members.
Any requests to the Contractor for County proprietary or confidential information shall be referred
to the County for review and approval, prior to any dissemination.
10.27 PUBLIC RECORDS:
Under Arizona law, all submitted documents are public records and must be retained by the
Records Manager at the Office of Procurement Services. submitted documents shall be open to
public inspection and copying after Contract award and execution, except for such documents or
sections thereof determined to contain proprietary or confidential information by the Office of
Procurement Services. If an Offeror believes that information in its submitted documents or any
resulting Contract should not be released in response to a public record request under Arizona law,
the Offeror shall indicate the specific information deemed confidential or proprietary and submit a

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statement with its offer detailing the reasons that the information should not be disclosed. Such
reasons shall include the specific harm or prejudice which may arise from disclosure. The Records
Manager of the Office of Procurement Services shall determine whether the identified information
is confidential pursuant to the Maricopa County Procurement Code.
10.28 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
10.29 RELATIONSHIPS:
10.29.1 In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be
construed as to create the relationship of employer and employee, co-employee,
partnership, principal and agent, or joint venture between the County and the Contractor.
10.29.2 The County reserves the right of final approval on proposed staff for all County projects.
Also, upon request by the County, the Contractor will be required to remove any
employees working on County projects and substitute personnel based on the discretion
of the County within two (2) business days, unless previously approved by the County.
10.30 GOVERNING LAW:
This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.
10.31 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s license
agreement/exhibits, if applicable, the terms of this Contract shall prevail.
10.32 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
10.32.1 Exhibit A, Contractor Information and Pricing;
10.32.2 Exhibit B, Intent/Scope of Work;
10.32.3 Exhibit C, HIPAA Business Associate Agreement;
10.32.4 Exhibit D, Support and Service Level Terms and Hosting Requirements; and
10.32.5 Exhibit E, Virgin Pulse Program Performance Guarantees for Maricopa County
10.33 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
160 S. 4th Avenue
Phoenix, Arizona 85003
For Contractor:
Legal Department
75 Fountain Street
Providence, RI 02092


SERIAL 190168-RFP
EXHIBIT A
CONTRACTOR INFORMATION AND PRICING
SERIAL 190168-RFP
NIGP CODE: 95856
RESPONDENT'S NAME: Virgin Pulse
COUNTY VENDOR NUMBER: TBD pending selection
ADDRESS: 75 Fountain St, Providence, RI 02902
REMIT TO ADDRESS: Virgin Pulse, Inc., Dept. 3310, PO Box 123310, Dallas, TX 75312-3310
TELEPHONE NUMBER: 206.550.3133
FACSIMILE NUMBER: 508.766.3301
WEB SITE: www.virginpulse.com
CONTACT (REPRESENTATIVE): Rachel Grossman
REPRESENTATIVE'S E-MAIL ADDRESS: Rachel.Grossman@virginpulse.com
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM
THIS CONTRACT [ X ] [ ]
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: [ ] [ X ]
WILL OFFER REBATE (CASH OR CREDIT) FOR UTILIZING PROCUREMENT
CARD: [ ] [ X ] %
(Payment shall be made within 48 hours of utilizing the Purchasing Card)
PAYMENT TERMS:
[ X ] NET 30 DAYS
1.0 PRICING PER EMPLOYEE
PER MONTH
1.1 HEALTH RISK ASSESSMENT PROGRAM $2.50*
1.2 LIFESTYLE MANAGEMENT/HEALTH COACHING PROGRAMS Included in PEPM
1.3 PHYSICAL ACTIVITY/WELLNESS CAMPAIGNS Included in PEPM
1.4 INCENTIVE ADMINISTRATION Included in PEPM
1.5 COMPREHENSIVE COMMUNICATIONS Included in PEPM
1.6 TECHNOLOGY TO SUPPORT PROGRAM/INTEGRATE DATA Included in PEPM
1.7 PARTICIPATION AND OUTCOME STATISTICS/REPORTING Included in PEPM
*(Pricing includes HRA, digital/online coaching, physical activity, incentive admin, communications,
technology, reporting, etc.)

SERIAL 190168-RFP
Services Billing Type Per Unit Price Estimated Quantity
Inbound SSO (1 included) Per Additional Connection $5,000 -
Outbound SSO (5 included) Per Additional Connection $2,500 -
Onsite Launch Event (4 Per Additional Event $3,000 -
included)
Verified Physician Form Per Form $5.00 -
Processing
Verified Physician Form Per Set-up $2,500 1
Processing Set-up
Printed Mailers (assumes Per Mailer $3,440 2
11,000 units)
Custom Reporting and/or Per Project $200 per hour (Requires -
Data Extract Statement of Work)
Weekly Data Dump Annually $3,000 1
For Data Feed Received in a Per Project $200 per hour (Requires -
Non-Standard File Format Statement of Work)
One Time Fees Fee Type Fees Total
Implementation One time $15,000.00 $15,000.00
TOTAL ONE TIME FEES $ 15,000

SERIAL 190168-RFP
EXHIBIT B
INTENT/SCOPE OF WORK
1.0 INTENT:
Contractor will provide a comprehensive Wellness Program to County and its employees as required. The
program shall include all services below, under section 2.0. All aspects of the program should be
customized and personalized to each individual participant.
2.0 SCOPE OF WORK:
2.1 WEB PORTAL
2.1.1 Contractor will provide a fully customizable website to include County logos,
endorsements and information.
2.1.2 Contractor will provide the following regarding website functionality:
2.1.2.1 Contractor’s website will provide one single sign on function (SSO);
2.1.2.2 Contractor’s website will provide gamification and social media resource
options;
2.1.2.3 Contractor’s website will be branded with County’s brand;
2.1.2.4 Contractor’s website will offer links and SSO functionality to the County
Wellness website and other Connected Partner systems.
2.1.3 Contractor will provide access to its website for review, testing, and content
customizations upon request by the County. Contractor will provide a detailed testing
plan as part of the implementation project plan.
2.1.4 Contractor will provide web services which include but are not limited to:
2.1.4.1 Health Risk Assessment
2.1.4.2 Personal Health Report/Data
2.1.4.3 Lifestyle Management
2.1.4.4 Health Coaching Programs
2.1.4.5 Reward/Incentive Program Tracking and Fulfillment
2.1.4.6 Online Health Tracking Tools
2.1.4.7 Health Challenges
2.1.4.8 Social/Team Challenges
2.1.4.9 Activity/Step Tracking
2.1.4.10 Interactive Tools and Search Tools
2.1.4.11 Health and Wellness Literature and Articles
2.1.4.12 Educational Materials on Disease and Conditions
2.1.4.13 Link to external Self-care and Symptom Checker
2.1.4.14 Self-Guided Health Improvement Programs or Online Coach
2.1.4.15 Link to Medical and Drug Encyclopedia
2.1.4.16 Integration with and/or interface with Connected Partners’ Disease
Management Programs
2.1.4.17 Nutrition Planning/Calorie Counting Tools
2.1.4.18 Weight Management Tools and trackers
2.1.5 Contractor will update web portal content (articles, resources, tools and health
information) regularly to maintain accuracy, individual personalization and relevance.
2.1.6 Contractor web portal will provide real-time, rapid acknowledgement of activity
completion in the system for the participant to view during a single session.
2.1.7 Contractor will provide a phone number, email address, and instant messaging or chat
feature which offers technical assistance for participants, including but not limited to

SERIAL 190168-RFP
troubleshooting, login assistance, incentive management, coaching, general program
support, and password reset. Telephone customer service shall be available at a
minimum, from 7:00 AM to 7:00 PM MT, Monday through Friday. Contractor extended
hours through email and chat from 12:00 a.m. to 7:00 p.m. MT, Monday to Friday.
2.1.8 Contractor will certify all systems are secure and information sent via email or provided
online by participants is protected in compliance with all HIPAA privacy and security
requirements.
2.1.9 Contractor will notify the County immediately upon determination and identification of
system-related problems, programming problems, transfer problems, or scheduled
downtime. Contractor will make every effort necessary to correct such problems
immediately to minimize any negative impact to participants and to maintain continual
operation of the Program web portal. Failure to do so may result in termination.
2.1.10 Contractor will offer a stand-alone mobile application and/or an integrated mobile-
friendly web portal for accessing the health portal.
2.1.11 Contractor will receive activity participation or completion data from up to six (6) third
party vendors for incentive and reward tracking purposes as directed by the County.
2.2 HEALTH RISK ASSESSMENT
2.2.1 Contractor will make available a health assessment questionnaire to eligible participants
via web and mobile options during dates agreed upon by the County and Contractor.
Contractor may make the health assessment available to new hires upon hire.
2.2.2 Contractor will provide a health assessment questionnaire that addresses at a minimum:
2.2.2.1 Smoking and/or tobacco use
2.2.2.2 Nutrition
2.2.2.3 Exercise and physical activity
2.2.2.4 Preventive care and screenings
2.2.2.5 Chronic disease risks and diagnosis including: heart disease, asthma, diabetes,
allergies, cancers, etc.
2.2.2.6 Biometrics including: blood pressure, height, weight, body composition,
cholesterol, blood glucose, etc.
2.2.2.7 Emotional health and stress
2.2.2.8 Sleep
2.2.2.9 Financial Health
2.2.2.10 Alcohol and drug use
2.2.2.11 Productivity questions
2.2.3 Contractor will provide a personal health report to all participants who complete the
health assessment. Personal health report shall include positive health attributes and
make recommendations for improvement. A history of Personal Health Reports shall be
made accessible to participants for as long as the Member is eligible to participate.
2.2.4 Contractor will stratify health assessment results and refer participants to customized
recommendations for online health program modules and/or other resources when
modifiable health risks are indicated.
2.2.5 Once members complete the HRA, the platform responds and begins to offer
personalized content, customized program, digital coaching and activity
recommendations based upon risk factors or strengths found in the HRA. Employees will
learn that as they complete the HRA and interact with the platform, they receive tailored
support and guidance, along with virtual rewards (points, badges, etc.), which motivates
continuous program participation. The County will receive an aggregate report detailing

SERIAL 190168-RFP
the findings of the HRA, in addition to having access to online and mobile admin
reporting functionality which will allow administrators to drill down reports in real time.
2.3 LIFESTYLE MANAGEMENT
2.3.1 Contractor will provide digital Lifestyle Management and Health Coaching programs and
resources to the County that at minimum cover:
2.3.1.1 Programs related to whole person/holistic prevention and meeting them where
they are in their needs, with emphasis on increased physical activity and healthy
nutrition.
2.3.2 Contractor will provide targeted Lifestyle Management resources tailored to the diversity
of the County population. All strategies shall be centered on current best practices and
evidence-based information.
2.3.3 Contractor will provide personalized Lifestyle Management resources through multiple
avenues including web-based tools, mobile tools, and health challenges.
2.3.4 Contractor will provide Maricopa County with their list of Lifestyle Management
resources.
2.3.5 Contractor agrees that all Lifestyle Management resources shall be vetted with and
agreed upon by the County prior to offering/marketing resources to County participants.
2.3.6 Contractor will provide digital health coaching programs that include at a minimum:
2.3.6.1 Tobacco cessation
2.3.6.2 Nutrition and nutrition management
2.3.6.3 Physical activity/exercise
2.3.6.4 Weight management
2.3.6.5 Stress management
2.3.6.6 Emotional health & resilience
2.3.6.7 Sleep
2.3.6.8 Financial Health
2.3.7 Contractor will provide digital Health Coaching through multiple venues including, but
not limited to: digital, mobile and web-based.
2.3.8 Contractor will provide to the County digital health coaching reports that at minimum
include participation rates on a quarterly and annual basis. Contractor will review
program quarterly with the County and provide targeted, actionable recommendations.
2.4 INCENTIVE ADMINISTRATION
2.4.1 Contractor will administer an effective, compliant, incentive-based program for the
County.
2.4.2 100% of results from all incentivized programs will be accurately auto loaded into the
biweekly and annual incentive file (for use by the County). Files and reporting are
expected to be accurate and on time according to the County’s requirement for meeting
payroll deadlines.
2.4.2.1 Contractor will administer the wellness incentive program for the County that
may include, but is not limited to: Health insurance premium reductions
2.4.2.2 Health account contributions (HSA or FSA)
2.4.2.3 Cash Bonuses
2.4.2.4 Gift cards
2.4.2.5 Tangible gifts

SERIAL 190168-RFP
2.4.3 Contractor will provide monthly and annual reporting that identifies the incentive
program participation rates by department at no additional cost. Report shall also include
suggestions on how to increase participation in incentive program with return on
investment data included annually.
2.4.4 Incentives and the activity to reach those incentives are completely configurable so that
the County can deliver a program that makes sense for its incentive budget, company
culture, and program goals. During the implementation process, the County will work
with its Client Success Manager (CSM) to devise a strategy for incentives that optimizes
enrollment and engagement based on available budget. Contractor’s quarterly or annual
incentive structure will inspire participants through gamification and behavior change to
earn points for specific activities and engagement across the Contractor platform, as well
as additional third-party programs per the County’s request. In addition to a points-driven
program, Contractor’s flexible incentive structure can also accommodate a “do this, get
that” approach by administering specific incentives for key activities to which the County
wants to drive participation.
2.4.5 Contractor owns the incentive administrative process, and the burden will not fall on the
County Benefits and Wellness team. Additionally, all incentive tracking and reporting is
done on the Contractor platform and can be viewed online and via the mobile app.
2.5 COMMUNICATION
2.5.1 Contractor will collaborate with the County to create a strategic annual communication
plan. Contractor will collaborate to update the communication plan no less often than
quarterly.
2.5.2 Contractor will provide the County with sample communication materials. Materials
include, but are not limited to email messages, mobile app push notifications, newsletter
articles, web content, brochures, pamphlets, notification letters, social media posts,
challenges, flyers, or any other wellness material distributed to participants.
2.5.3 At no additional cost to the County, all communication material shall be branded with the
County’s logo.
2.5.4 All communication shall be submitted to County for approval prior to production and
distribution.
2.5.5 If Contractor utilizes a Subcontractor, neither Contractor nor the Subcontractor shall
solicit participants, use or sell participant’s information to a 3rd party, or distribute any
merchant material directly to participants.
2.5.6 Contractor will support the County’s communication efforts by offering a diverse suite of
comprehensive, compelling and beautifully designed promotional materials and
communications to excite, inform, and engage members in ways best suited to the
County’s population throughout.
2.6 ACCOUNT ADMINISTRATION
During the implementation process and beyond, Contractor will support the County with
experienced personnel and a well-rounded team who will provide best-practice recommendations
and work to meet County goals. Contractor’s end-to-end account management model and project
team includes a Project Manager who oversees program implementation and serves as the
technical contact through program launch; a Client Success Manager who assumes responsibility
for County’s program after project launch and provides strategic recommendations and fresh ideas
for ongoing engagement and result optimization; an experienced Senior Director of Client
Success; a Client Success Associate to support County’s Client Success Manager, and Client

SERIAL 190168-RFP
Success Enablement and specialist teams to ensure Maricopa County receives the collective
knowledge of Contractor’s business.
2.6.1 Contractor will provide an account management team that is the best fit, experienced in
providing services for Public Sector clients, trained in County plan issues, accessible to
t h e County, and with a sufficient capacity and authority to respond to County issues
in a timely manner. Contractor will assign, at a minimum, the following:
2.6.1.1 Strategic Account Manager – Contractor will assign, and the County will approve
a Strategic Account Manager who will provide short and long term (3-5 year)
strategic support. Strategic Account Manager will use program data, health plan
date, current trends, and evidence-based information to provide ongoing strategic
recommendations in the areas of program design and incentives. Strategic
Account Manager will provide annual return on investment projections for the
program and program components.
2.6.1.2 Client Success Manager – Contractor will assign an Account Manager as the
day-to-day contact that will have the primary responsibility of responding to
all issues, initiating service schedules and set-ups, coordinating the efforts of
Contractor’s staff to resolve issues. Client Success Associate – Contractor will
assign a secondary person as a back-up in the event that the Account
Manager is unavailable. Contractor will provide a thirty (30) day advance
written notice to County of any planned change (i.e., reassignment and/or
restructuring of Account team) in the primary Account Manager.
2.6.2 Contractor will respond to account issues, participant service issues, and all written
inquiries/correspondence within one (1) business day and shall include in its response a
plan to resolve the issue and a time frame established to do so.
2.6.3 County shall request each of its four (4) annual onsite events no less than (3) months in
advance of the date being requested. Account manager shall respond within one (1)
business day to confirm or deny availability. Account Manager shall provide alternate
dates of service when contractor availability conflicts occur.
2.6.4 Contractor will provide the County an electronic tracking and resolution log of all open
and closed issues in Excel format. Contractor will attend weekly, in person or via
telephone, reviews to discuss pending issues and items placed on the log.
2.6.5 Contractor will make commercially reasonable efforts that any optional subcontractors
shall appoint a Project Manager to serve as the point of contact for the County.
2.6.6 Contractor and all Certified Partners and Administrative Partners shall comply with all
applicable HIPAA, GINA, ADA laws and regulations and EEOC guidance.
2.7 REPORTING
2.7.1 100% of results from all incentivized programs will be accurately auto loaded into the bi-
weekly and annual incentive file (for use by the County). Files and reporting are accurate
and uploaded to the benefit administration platform (an Authorized Partner) and to an
sFTP site on the biweekly dates provided in writing in accordance with the County
payroll calendar.
2.7.2 Contractor will provide the County with comprehensive reporting and analytics that allow
for targeted interventions, ongoing review of program results and strategic
recommendations for continued improved performance. Reports will include aggregate
data and the break out data for sub-groups (i.e., department). Contractor will provide the
County with administrator access and the ability to run reports from the Application.
2.7.3 Contractor will provide at no additional cost a monthly report of all activities completed
by Members in the Application. This shall be a full data dump that can be used by the

SERIAL 190168-RFP
County as risk mitigation should the Application Services fail for more than twenty-four
(24) hours. A weekly data dump is available at the pricing outlined in Exhibit A.
2.7.4 Contractor will provide list of reports for review by the County.
2.7.5 Contractor will accept report requests or notifications in the agreed upon format from
County at no additional costs.
2.7.6 Contractor will submit required County-specific reports to the County within five (5)
business days after the end of the month for monthly reports, within ten (10) business
days after the end of the quarter for quarterly reports and within thirty (30) business days
after the end of the year for annual reports.
2.7.7 Reports containing errors or inaccurate information shall be resubmitted within five (5)
business days from the date of notification.
2.7.8 Contractor will attend scheduled meetings with the County and other County assigned
vendors to discuss reports and develop programs or other wellness services if needed.
Meetings will be scheduled with advance notice and may be held on a quarterly basis as
determined necessary by County.
2.7.9 Contractor will provide ad-hoc reports requested by County and shall meet the County
deadlines for the delivery of reports under a SOW.
2.7.10 The analytics dashboard is available 24/7, and all metrics are updated daily. To create
customized reports through the dashboard, administrators can select a range of metrics
that can be filtered monthly, quarterly, and annually. All data for HRA, biometric
screenings, and activity tracking is updated daily and aggregated for insight into member
engagement and outcomes.
2.7.11 The County’s Client Success Manager (CSM) will also conduct formal program reviews
with key County staff. Quarterly and annual review reports have specific strategic intent,
wherein results are proactively analyzed by Client Success and analytics teams, and
recommendations are made to support long-term program design decisions. Contractor
will review year-over-year trends such as change in activity, BMI, blood pressure, and
engagement rates, and also benchmark results against their client base.
2.8 IMPLEMENTATION
2.8.1 Implementation and project management shall be a joint effort with Contractor and the
County. Contractor will provide a project leadership resource or team. A committee
comprised of Contractor and County representatives will meet no less often than weekly
to track project progress and review escalations or scope changes as needed.
2.8.2 Contractor must provide a detailed staffing plan for implementation including a
breakdown of roles and responsibilities along with expected work schedules based on
project milestones.
2.8.3 Provided key decision milestones are agreed to and met by the County, Contractor agrees
that the entire solution, website, customer service & online tools shall be ready 30 days
prior to the Go Live Date of July 1, 2020.
2.8.4 Contractor will provide detailed implementation plan including key milestones, dates and
process owners to the County as part of bid process. In addition to the implementation
plan, Contractor will also provide examples of the following:
2.8.4.1 Project Plan
2.8.4.2 Testing Plan
2.8.4.3 Test Script

SERIAL 190168-RFP
2.8.4.4 Go-Live Acceptance
2.8.4.5 Issues Log
2.8.4.6 Risk Documentation
2.8.4.7 Training Plan
2.8.5 The Contractor’s project management team will assist County with developing change
management communications during implementation and deliver a communication plan
for initial launch / new member on-boarding by April 1, 2020. Contractor’s client
success team will work with the County to create an annual, 12-month communication
strategy, before the Go Live Date so as to help maximize engagement throughout the
year.
2.8.6 Contractor will review and provide applicable documentation or representation that all
requirements have been reviewed and accounted for as a part of their response. The high-
level project requirements of the new solution for the components included in scope shall
include but are not limited to the following:
2.8.6.1 Support for the execution of all processes required in accordance with Federal
and State legislation, Board policies, etc. that are in effect on the day of contact
execution.
2.8.6.2 Thorough testing and quality assurance of the entire solution, both strategy and
results documented for review by the project team in advance of user acceptance
testing.
2.8.6.3 County-specific manuals and documentation for system users including
employees and administrators in addition to all baseline functionality.
2.8.6.4 Administration and delivery of training for system administrators.
2.8.6.5 Configuration and change management tracking tools.
2.8.7 Implementation testing requires significant Contractor and County test cycles to ensure
proper configuration and integration into all business areas. Contractor’s testing shall be
conducted prior to turn-over to the County for User Acceptance Testing (UAT). The
Contractor must also:
2.8.7.1 Provide samples and results of tests if requested by the project team to ensure
thorough testing is performed prior to turn-over to the County.
2.8.7.2 Work directly with other third-party vendors and the County to integration test
all interfaces and transmissions of data.
2.8.7.3 Develop and provide test scripts for UAT.
2.8.8 Contractor will ensure that its registration website, customer service telephone number,
and events are ready at the Go Live Date.
2.8.9 Contractor will partner with County in the development of the initial phase-in and rollout
of the registration website, communication pieces, screening components and general
setup and coordination to align with County Wellness initiatives, and administration 30
days prior to the Go Live Date
2.8.10 Contractor will provide detailed plans for actions needed for annual renewals & refreshes
of program, ensuring these activities do not impact Member experience or result in any
down-time.
2.8.11 Implementation will start with developing an implementation plan that includes details on
tasks, timelines, and required resources. This plan will be developed by the County’s
designated Project Manager, who will manage the program implementation and serve as
the technical contact through the Go Live Date. Implementation begins with a kickoff call
with the County’s Project Manager and other members of the Contractor Client Success
team that will focus on establishing County’s organizational expectations, goals, and
success metrics. Contractor will also develop a high-level overview of the
implementation timeline, program design, IT requirements, and post-launch activities.

SERIAL 190168-RFP
2.8.12 Throughout implementation, Contractor will work with the County on a variety of
program design elements and requirements, as well as eligibility, IT requirements, and
communications strategy. Contractor’s and County’s teams will frequently meet to ensure
deliverables are met in a timely fashion. Relevant data feeds being sent to Contractor
will be thoroughly tested 30 days prior to Go Live Date. Training will be provided to
provisioned team members on Contractor’s Analytics dashboard to ensure they fully
maximize the tool.
2.9 OPEN ENROLLMENT
2.9.1 Contractor will provide the resources necessary to support the County’s Benefit annual
Open Enrollment period(s) at no additional cost to County. At County’s request,
Contractor will provide marketing material for distribution to the agency liaisons and
participants within sixty (60) calendar days prior to the start of any annual Open
Enrollment period which generally begins in April each year.
2.9.2 Contractor will provide training to all identified County personnel, including benefits
liaisons, prior to annual Open Enrollment meetings each year as requested by the County.
2.10 PERFORMANCE STANDARDS
2.10.1 Contractor will provide quality services, meeting or exceeding County-approved industry
standards. Contractor will take immediate corrective action and provide a written
corrective action plan within fourteen (14) days, as requested by the County, should the
County identify any deficiencies in the performance of the Contract or audit findings
either internally or externally. No fees shall be charged in the recovery or reimbursement
of any funds identified in an audit finding. The corrective action plan requested will
include, at a minimum:
2.10.1.1 Reference to specific error or finding;
2.10.1.2 Root cause analysis;
2.10.1.3 Name and title of the person accountable for implementing and overseeing the
action plan;
2.10.1.4 Corrective action items, including specific deliverables and anticipated
completion date(s), or the reason corrective action is not necessary;
2.10.1.5 Disclosure of the metrics used to measure the success of each deliverable;
2.10.1.6 Participant notification process if applicable; and
2.10.1.7 Notification upon completion of issue resolution.
2.10.2 Contractor will maintain performance standards and performance guarantees relating to
all Services provided, including but not limited to:
2.10.2.1 Account Management, Customer Service, Participant Satisfaction, Return on
Investment, Implementation, Report Timeliness, Web Portal performance and
downtimes, and Problem resolution responsiveness.
2.11 SYSTEMS, DATA RECONCILIATION AND TRANSFER/FILE REQUIREMENTS
2.11.1 Contractor will cooperate with other vendors and designated consultants in data
integration activities when requested by County and implement up to six (6) integrations
from different sources at no additional charge provide the data is in the standard
Contractor file format.
2.11.2 Contractor will provide technical assistance with any data provided or data reporting
provided that the County or its other contracted vendors require as it relates to
organizing, supplying, or processing the data.

SERIAL 190168-RFP
2.11.3 Contractor will establish a secure, encrypted method of transferring files and exchanging
email with the County Administrators. Connections will use Secure File Transfer
Protocol (SFTP) and Transfer Layer Security (TLS) as appropriate for connections with
the County at no additional charge.
2.12 PUBLIC INFORMATION REQUESTS, MEDIA REQUESTS, PRESS RELEASES, OR
OTHER PUBLIC COMMUNICATION
2.12.1 Contractor will notify the County within twenty-four (24) hours of a receipt of a written
public information request, written media request, or other public inquiry regarding
County’s Plan. Contractor agrees that all responses will be approved by the County prior
to release or response of inquiry.
2.12.2 Contractor agrees that all telephone inquiries for public information are to be
transferred to the County for response and resolution. Copies of all press releases or
other publication by Contractor pertaining to or having impact on the County or the
Plan shall be submitted to the County. All such releases shall be approved in writing by
the County prior to submission or response.
3.0 PROCUREMENT REQUIREMENTS:
3.1 DELIVERY:
Referenced within the Scope of Work, attached as Exhibit B, the Service Level Agreement (SLA)
and Hosting Requirements, attached as Exhibit D, and the Performance Guarantees, attached as
Exhibit E.
3.2 PERFORMANCE:
It shall be the Contractor’s responsibility to meet the proposed performance requirements. The
parties have stated Performance Guarantees and Service Level Agreement and Hosting
Requirements in Exhibits D and E, setting forth the performance requirements and associated
remedies for deficiencies in any specific item of performance or level of service.
3.3 CONTRACTOR EMPLOYEE MANAGEMENT:
3.3.1 Contractor shall endeavor to maintain the personnel proposed in their proposal
throughout the performance of this Contract. In the event that Contractor personnel’s
employment status changes, Contractor shall provide County a list of proposed
candidates with equivalent experience. Under no circumstances is it acceptable for the
implementation schedule to be impacted by a personnel change on the part of the
Contractor.
3.3.2 Contractor shall not reassign any key personnel without the express consent of the
County.
3.3.3 County reserves the right to immediately remove from its premises any Contractor
personnel it determines is a risk to County operations.
3.3.4 County reserves the right to request the replacement of Contractor personnel at any time,
for any reason. Said requested removal shall not be subject to part 3.2.1 of this section.
3.4 USAGE REPORT:
The Contractor shall furnish the County a usage report, upon request, delineating the acquisition
activity governed by the Contract. The format of the report shall be approved by the County and
shall disclose the quantity and dollar value of each contract item by individual unit.

SERIAL 190168-RFP
EXHIBIT C
MARICOPA COUNTY
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)
Business Associate Agreement
This Business Associate Agreement (“BAA”) dated August 21, 2019 is entered into between Maricopa County, a
political subdivision of the State of Arizona (“County”), and Virgin Pulse, Inc. (“Contractor”) (collectively, the
“Parties”), and is made a part of the Parties’ Contract dated August 21, 2019 (the “Contract”), pursuant to
which Contractor provides services to County that involve the use and/or disclosure of Protected Health
Information (as defined below).
I. Definitions
A. Applicable Law means any of the following items, including any amendments to any such item as
such may become effective:
1. the Health Insurance Portability and Accountability Act of 1996, codified at 42 U.S.C.
§ 1320d et seq. and any current and future regulations promulgated thereunder, including but
not limited to 45 C.F.R. Parts 160 and 164 (hereinafter “HIPAA”);
2. the Health Information Technology for Economic and Clinical Health Act, enacted as Title
XIII of the American Recovery and Reinvestment Act of 2009, codified at 42 U.S.C. § 17921
et seq. and any current and future regulations promulgated thereunder, including but not
limited to 45 C.F.R. Parts 160 and 164 (hereinafter “HITECH Act”);
3. the Genetic Information Nondiscrimination Act of 2008, codified scattered sections of 26, 29,
and 42 U.S.C., and any current and future regulations promulgated thereunder, including but
not limited to 45 C.F.R. Parts 160 and 164 (hereinafter “GINA”); and
4. the HIPAA Privacy, Security, Breach Notification and Enforcement Rules, as modified by the
HITECH Act and GINA, found at 45 C.F.R. Parts 160 and 164 (hereinafter the “HIPAA
Rules”).
B. Breach shall have the same meaning given to such term under the HIPAA Rules, including, but not
limited to, an impermissible use or disclosure under the Privacy Rule that compromises the
security or privacy of the PHI such that the use or disclosure poses a significant risk of financial,
reputational, or other harm to the affected Individual. Breach does not include those matters
specifically excluded under 45 C.F.R. § 164.402(2).
C. Business Associate shall have the same meaning as the term “business associate” at 45 C.F.R.
§ 160.103 and, in reference to Contractor, shall include Contractor, its directors, officers, owners,
subcontractors, employees, affiliates, agents and representatives.
D. Data Aggregation shall have the same meaning as the term “data aggregation” at 45 C.F.R.
§ 164.501.
E. Department shall have the same meaning as the term “covered entity” at 45 C.F.R. § 160.103 and,
in reference to County, shall include County and its Department of Employee Benefits and Health.
For purposes of this BAA and complying with all of its provisions, including all reporting,
notification, and disclosures required hereunder or in accordance with Applicable Law,
Business Associate shall direct all communications to the following: Attn: Benefits Manager,
Maricopa County Employee Benefits Division, 301 West Jefferson Street, Suite 3200,
Phoenix, AZ 85003-2143; Phone (602) 506-1010.
F. Designated Record Set shall have the same meaning as the term “designated record set” at 45
C.F.R. § 164.501.

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G. ePHI means electronic protected health information and shall have the same meaning given to such
term under the HIPAA Rules.
H. Individual shall have the same meaning given to such term under the HIPAA Rules, including, but
not limited to, the person who is the subject of PHI, as well as any person who qualifies as a
“personal representative” in accordance with 45 C.F.R. § 164.502(g).
I. Protected Health Information (“PHI”) shall include ePHI and have the same meaning given to the
term “protected health information” under the HIPAA Rules, including, but not limited to, health
information that (1) is created or received by Business Associate from or on behalf of Department,
(2) relates to the physical condition, mental health or other health condition of an Individual, or to
the provision of health care to an Individual (including but not limited to the payment for such
health care), and (3) identifies or can be used to identify an Individual.
J. Secretary means the Secretary of the United States Department of Health and Human Services
(“HHS”) or any other officer or employee of HHS to whom the authority involved has been
delegated.
K. Security Incident shall have the same meaning given to such term under the HIPAA Rules,
including, but not limited to, the attempted or successful unauthorized access, use, disclosure,
modification, or destruction of information or interference with system operations in an
information system.
L. Unsecured PHI shall have the same meaning given to such term under the HIPAA Rules, including,
but not limited to, PHI that has not been rendered unusable, unreadable, or indecipherable to
unauthorized individuals through the use of a technology or methodology specified by the
Secretary in guidance.
M. Workforce shall have the same meaning as provided by Applicable Law.
II. Rights and Obligations of Business Associate
A. General Obligations
Business Associate agrees that:
1. Prohibition on Unauthorized Use or Disclosure. Business Associate shall not use or
disclose PHI other than as permitted or required by this BAA or by Applicable Law.
2. Safeguards. Business Associate shall use appropriate safeguards and comply with
Subpart C of 45 C.F.R. Part 164 with respect to ePHI, to prevent use or disclosure of PHI
other than as provided for by this BAA or by the Applicable Law. Such safeguards shall
include, without limitation, implementing written policies and procedures in compliance
with the Applicable Law, conducting a security risk assessment, and training Business
Associate’s employees who will have access to PHI in accordance with the timelines,
obligations, policies and procedures required by the Applicable Law and implementing
regulations.
3. Duty to Report Violations. Business Associate shall report to Department any use or
disclosure of PHI that is not permitted by this BAA of which it becomes aware, including
any Breach of Unsecured PHI as required by 45 C.F.R § 164.410 and any Security
Incident of which it becomes aware.
a. Notice to Department. Business Associate shall notify Department without
unreasonable delay and in no case later than ten (10) business days of Business
Associate’s discovery of a Breach of any Unsecured PHI or Security Incident
(together, for purposes of Section II.A, a “Breach”). The notice to Department
shall include, at a minimum, the date(s) of the Breach, the identity of each
Individual whose Unsecured PHI was involved in the Breach, a brief description

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of the Breach, and any mitigation efforts. To the extent that Business Associate
does not know the identities of all affected Individuals when it is required to
notify Department, Business Associate shall provide such additional information
as soon as administratively practicable after such information becomes
available. For purposes of this paragraph, a Breach shall be treated as
discovered as of the first day on which the Breach is known or should
reasonably have been known to Business Associate (including any person, other
than the one committing the Breach, who is an employee, officer, or other agent
of Business Associate).
b. Notice to Individuals. On behalf of Department, Business Associate shall
provide written notice of the Breach without unreasonable delay, but no later
than sixty (60) calendar days following the date the Breach is discovered, or
such later date as is authorized under 45 C.F.R. § 164.412, to each Individual
whose Unsecured PHI has been, or is reasonably believed by Business Associate
to have been, accessed, used, or disclosed as a result of the Breach. For
purposes of this paragraph, a Breach shall be treated as discovered as of the first
day on which the Breach is known or should reasonably have been known to
Business Associate (including any person, other than the one committing the
Breach, who is an employee, officer, or other agent of Business Associate).
The content, form, and delivery of such written notice shall comply in all
respects with 45 C.F.R. § 164.404(c)-(d).
If the Breach only impacts Department’s Individuals, Department may request
and review a draft of the written notice in advance. Department will promptly
review and comment on such draft within two (2) business days of its receipt.
Business Associate will incorporate agreed upon changes and will provide
notification to affected Individuals in accordance with the breach notification
requirements set forth above.
c. Notice to Media. On behalf of Department, Business Associate shall provide
written notice of a Breach to the media to the extent required under 45 C.F.R.
§ 164.406.
d. Notice to Secretary. On behalf of Department, Business Associate shall provide
written notice of a Breach to the Secretary to the extent required under 45 C.F.R.
§ 164.408.
If a Breach involves fewer than five hundred (500) Individuals, Business
Associate shall maintain a log or other documentation of the Breach that
contains such information as would be required to be included if the log were
maintained by Department pursuant to 45 C.F.R. § 164.408 and provide such log
to Department within five (5) business days of Department’s written request.
4. Subcontractors and Agents. In accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and
164.08(b)(2), Business Associate shall ensure that any subcontractor or agent that creates,
receives, maintains, or transmits PHI on behalf of Business Associate agrees to the same
restrictions, conditions, and requirements that apply through this BAA to Business
Associate with respect to PHI.
5. Access to Books and Records by Secretary. Business Associate shall make its internal
practices, books, and records relating to the use, disclosure, and security of PHI available
to the Secretary for purposes of the Secretary determining Department’s and Business
Associate’s compliance with the HIPAA Rules.
6. Mitigation. Business Associate shall conduct a risk assessment and mitigate, to the
extent practicable, any harmful effect that is known to Business Associate of (a) a use or
disclosure of PHI by Business Associate in violation of the requirements of this BAA, or

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(b) a Breach. Business Associate shall promptly inform Department of all risk
assessments performed and mitigating measures taken. Department shall have the right
to request that Business Associate perform additional risk assessments and take
additional mitigating measures, as Department deems necessary.
B. Obligations Relating to Individual Rights
1. Restrictions on Disclosures. Upon request by an Individual, Department shall determine
whether the Individual shall be granted a restriction on disclosure of PHI pursuant to 45
C.F.R. § 164.522. Department shall not agree to any such restriction without the prior
consent of Business Associate if such restriction would affect Business Associate’s use or
disclosure of PHI, provided, however, that Business Associate’s consent is not required
for requests that must be granted under 42 U.S.C. § 17935(a). Department shall
communicate any grant of a request to Business Associate. For any such request,
Business Associate shall restrict its disclosures of the Individual’s PHI in the same
manner as would be required for Department in accordance with 45 C.F.R. § 164.522(a).
2. Access to PHI. Upon request by an Individual, Department shall determine whether an
Individual is entitled to access his or her PHI pursuant to 45 C.F.R. § 164.524. If
Department determines that an Individual is entitled to such access, and that such PHI is
under the control of Business Associate, Department shall communicate the decision to
Business Associate. Business Associate shall provide the Individual access to the PHI in
the same manner as would be required for Department. If Business Associate receives an
Individual’s request to access his or her PHI directly from the Individual, Business
Associate shall document such request and, within thirty (30) calendar days after
receiving a written request from the Individual, act upon such request for access in
accordance with 45 C.F.R. § 164.524.
3. Amendment of PHI. Upon request by an Individual, Department shall determine whether
the Individual is entitled to amend his or her PHI pursuant to 45 C.F.R. § 164.526. If
Department determines that an Individual is entitled to such an amendment, and that such
PHI is both in a Designated Record Set and under the control of Business Associate,
Department shall communicate the decision to Business Associate. Business Associate
shall provide an opportunity to amend the PHI in the same manner as would be required
for Department. If Business Associate receives an Individual’s request to amend his or
her PHI directly from the Individual, to the extent that the PHI in Business Associate’s
possession constitutes a Designated Record Set, Business Associate shall act on such
request within thirty (30) calendar days after a written request by the Individual is
received, to make available PHI for amendment and determine whether to incorporate
any amendments to the PHI, as directed by the Individual, all in accordance with 45
C.F.R. § 164.526.
4. Accounting of Disclosures. Upon request by an Individual, Department shall determine
whether any Individual is entitled to an accounting pursuant to 45 C.F.R. § 164.528. If
Department determines that an Individual is entitled to an accounting, Department shall
communicate the decision to Business Associate. Business Associate shall provide
information to Department that will enable Department to meet its accounting
obligations. If Business Associate receives an Individual’s request for an accounting
directly from the Individual, Business Associate shall document such request and, within
thirty (30) calendar days after receiving a written request from the Individual, act on such
request to make available directly to the Individual an accounting of disclosures of PHI
about the Individual in accordance with 45 C.F.R. § 164.528.
C. Permitted Uses and Disclosures by Business Associate. Except as otherwise limited in this
BAA or by Applicable Law, Business Associate may:
1. Use or disclose PHI to perform functions, activities, or services for or on behalf of
Department, as specified in this BAA and/or the Contract, provided that such use or

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disclosure (a) is consistent with Department’s Notice of Privacy Practices, and (b) would
not violate Applicable Law if done by Department;
2. Use PHI for the proper management and administration of Business Associate or to carry
out the legal responsibilities of Business Associate;
3. Disclose PHI for the proper management and administration of Business Associate, if
necessary to perform its obligations under the Contract; provided that (a) Business
Associate obtains reasonable assurances from the person to whom the information is
disclosed that it will remain confidential and be used or further disclosed only as required
by law or for the purpose for which it was disclosed to the person, and the person notifies
the Business Associate of any instances of which it is aware in which the confidentiality
of the information has been breached, or (b) the disclosures are required by law; and
4. Use PHI to provide Data Aggregation services, including through subcontractors and
agents, to Department as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B);
6. De-identify any and all PHI obtained by Business Associate under this BAA, which de-
identified information does not constitute PHI, is not subject to this BAA and may be
used and disclosed on Business Associate’s own behalf, if de-identified in accordance
with the de-identification requirements of HIPAA’s Privacy Rule, 45 C.F.R.
§§ 164.502(d) and 164.514(a)-(c); and
7. Make PHI available to an Individual in accordance with Section II.B of this BAA.
8. Use the PHI to create a Limited Data Set (“LDS”) and disclose the LDS in compliance
with 45 C.F.R. § 164.514(e), for the sole purposes of “Health Care Operations” or
“Public Health” purposes, as those terms are defined in 45 C.F.R. 164.501; provided that
Business Associate shall: (i) not use or further disclose the information other than as
permitted by this Section C.7 and the HIPAA Rules; (ii) use appropriate safeguards to
prevent use or disclosure of the information other than as provided for by this Section C.7
and the HIPAA Rules; (iii) report to Department any use or disclosure of the information
not provided for by this Section C.7 of which Business Associate becomes aware;
(iv) ensure that any agents or subcontractors to whom Business Associate provides the
LDS agree to the same restrictions and conditions that apply to Business Associate with
respect to such information; and (v) not “identify” the information (as referred to in 45
C.F.R. § 164.514(e)(4)(ii)(C)(5)) or contact the Individuals who are the subject of the
PHI used to create the LDS.
D. Disclosure to Third Parties. Notwithstanding the foregoing, Business Associate shall not, and
shall require that its directors, officers, owners, employees, subcontractors, and agents do not, use
or disclose any PHI with or to third party persons or entities, unless authorized by this BAA or
required by law and the third party receiving the information has previously signed a written
agreement that: (1) binds the recipient to the provisions, restrictions, and conditions of this BAA
pertaining to PHI for the express benefit of Business Associate and its clients, including
Department; (2) contains reasonable assurances from recipient that the PHI will be held
confidential, safeguarded and protected as provided in this BAA, and only disclosed as required
by law for the purposes for which it was disclosed to recipient; and (3) obligates recipient to
immediately notify Business Associate of any Breach of Unsecured PHI or Security Incident as
more fully described in this BAA; (4) obligates Business Associate and recipient to comply with
the principle of "minimum necessary use and disclosure," in compliance with the requirements of
the HIPAA Rules; and (5) prohibits redisclosures of PHI pertaining to alcohol and substance abuse
treatment except as authorized under 42 C.F.R. § 2.22, unless Department has obtained a consent
compliant with the requirements of 42 C.F.R §2.31. Business Associate agrees to mitigate, to the
extent practicable and as otherwise requested by Department, any harmful effect known to
Business Associate that is the result of such third-party use or disclosure of PHI by Business
Associate in violation of this BAA. Further, Business Associate shall take appropriate corrective
action against any member of its workforce, or its subcontractors or agents, who use or disclose
PHI in contravention of this BAA or state or federal law.

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III. Rights and Obligations of Department
A. Privacy Practices and Restrictions. Upon request, Department shall provide Business Associate
with the notice of privacy practices that Department produces in accordance with 45 C.F.R.
§ 164.520. If Department subsequently revises the notice, Department shall provide a copy of the
revised notice to Business Associate.
B. Permissible Requests by Department. Department shall not request Business Associate to use
or disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by
Department except as provided herein in accordance with 45 CFR §164.504(e). Department shall
disclose or provide access to Business Associate only the minimum PHI necessary for Business
Associate to perform its obligations as required by the Privacy Rule and 42 U.S.C. § 17935(b).
C. Department shall promptly provide Business Associate with any changes in, or revocation of,
permission by an individual to use or disclose PHI, if such changes affect Business Associate’s
permitted or required uses and disclosures.
D. Department shall notify Business Associate, in writing and in a timely manner, of any restriction
to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR §
164.522, if such restriction affects Business Associate’s permitted or required uses and
disclosures.
E. Department in performing its obligations and exercising its rights under this Agreement shall use
and disclose PHI in compliance with the HIPAA Rules.
Notwithstanding the above, Department acknowledges that it remains responsible for obtaining
such consent, authorization or permission that may be required by law or regulation (as opposed to
individual consents or authorizations that may be required from plan participants in certain
circumstances) for Business Associate to provide its services on behalf of Department and that
Department shall provide Business Associate with advance written notice of any restrictions or
changes to Department’s Notice of Privacy Practices that would limit the uses and disclosures of
PHI otherwise permitted herein. Department acknowledges that Business Associate shall only be
required to comply with such changes to its Notice of Privacy Practices which are known to
Business Associate and to the extent required by applicable law or regulation.
The HIPAA definition of Workforce means employees, volunteers, trainees, and other persons
whose conduct, in the performance of work for a covered entity, is under the direct control of such
entity, whether or not they are paid by the covered entity. Department shall provide to Business
Associate a written list of the names of those individuals in its Workforce that are authorized to
receive or access PHI on its behalf, and to provide reasonable prior written notice to Business
Associate of any changes to such list. In the absence of Department providing such list, Business
Associate may only assume that the Department’s Benefits Manager is authorized to receive or
access PHI on Department’s behalf.
IV. Term and Termination
A. Term. This BAA shall become effective upon execution by the Parties and shall supersede any
existing Business Associate Agreement among the Parties. The requirements of this BAA shall
end upon the termination of the Contract or upon termination for cause as set forth in Section
IV.B, whichever is earlier.
B. Termination for Cause. Upon any party’s knowledge of a material breach of this BAA by
another party, the nonbreaching party shall have the following rights:
1. If the breach is curable, the nonbreaching party shall provide written notice to the
breaching party and sixty (60) calendar days for the other party to cure the breach. If the
other party fails to cure the breach, the nonbreaching party may terminate this Contract.


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EXHIBIT D
SUPPORT AND SERVICE LEVEL TERMS AND HOSTING REQUIREMENTS
1.0 SUPPORT AND SERVICE LEVEL
1.1 Availability of Services. The requirements set forth in subsections 1, 2 and 3 of this Appendix are defined
to be the “Service Levels”. The Application Services will be available to Members and County a minimum of 99.5%
of the time during any calendar quarter. The sole exceptions are interruptions to data center services that are beyond
the control of the Contractor, or the following scheduled maintenance periods (as to which Contractor shall (a)
provide an email to County at least 72 hours in advance of scheduled downtime notifying County of the same
(except for instances of emergency maintenance), (b) when Members attempt to access the Application Services,
notifying Members of the implementation of the scheduled downtime and when the Application Services will be
available (c) reasonably attempt to avoid scheduling maintenance during the last week of June):
Day of Week Earliest Start Time Latest End Time
Saturday 12:00 AM EST, 8:00 AM EST,
Saturday night Saturday morning
Sunday 12:00 AM EST, 8:00 AM EST,
Sunday night Sunday morning
1.2 Response Time. The Application Response time of the Contractor’s website shall maintain an APDEX
score of over .95 per quarter, as reported by New Relic.
1.3 Service Performance Metrics. At least quarterly, Contractor at its expense will deliver to County in
electronic form acceptable to County the Service Levels metrics identified in Sections 1.1 and 1.2 of this Exhibit D.
1.4 Remedies. In addition to any other remedy available to it under law or in equity, County may immediately
terminate the Agreement without a further cure period if: (i) any breach of this Exhibit D. is not cured within the
next 30 days, (ii) the 99.5% uptime level is not met for two (2) consecutive quarters, (iii) the 99.5% uptime level is
not met for any three (3) non-consecutive quarters; or the uptime level falls below 98.5% in any given quarter.
1.5 Support. At no cost during the Term of the Agreement, Contractor agrees to:
(a) Ensure that the Application Services continue to perform as required under this Agreement,
including any Specifications; and
(b) Provide all, patches, fixes, and the like necessary for the Application Services to remain current
and to continue operating in accordance with the Specifications and the above Service Level requirements; and
(c) Provide technical support to members Monday through Friday (except Holidays) between 8:00am
and 9:00pm Eastern Standard Time by telephone 866-852-6898 or email at support@virginpulse.com.
Classification Failure Description Response Targets
Critical Fatal, platform is unavailable or Investigation, immediate upon
unusable, no useful work can be done. notification.
Includes any “Major” issue that Action to correct commenced within
occurs within last 7 days of the 2 hours; resources will be dedicated
program. until the issue is resolved.
Major Severe impact, major functionality Investigation, immediate upon
disabled. Errors cause intermittent notification.
system failure. Performance issues. Action to correct commenced within
24 hours; resources will be

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dedicated until the issue is resolved.
Minor Degraded operations/minimal impact. Response within 72 hours; resources
Errors causing malfunction of non- will be assigned based on
critical functionality. development timelines in QA team
queue.
Root-Cause Analysis: Upon any Service Levels not meeting the acceptable threshold values, Contractor will
perform a root-cause analysis to identify the cause and will perform the following activities in connection with the
root cause analysis:
1. Provide County with a copy of written report detailing the cause and procedure for correcting such
issues.
2. Correct such issues in accordance with the procedure.
3. Provide County with written confirmation that such issues have been corrected and mitigation
steps defined to avoid re-occurrence.
1.6 Service Credits. In addition to any other remedy available to it under law or in equity, all of which shall
be cumulative, County shall be entitled to a credit against the next payable fee due to Provider hereunder in
accordance with the credit provisions set forth below:
Virgin Pulse will provide a guarantee of 99.5% up-time per quarter for access to Virgin Pulse website (except for
force majeure outages or related to planned upgrades and maintenance). In the event of a failure to provide this level
of uptime, County will be entitled to a credit in the amount of 2.5% of the quarterly fees.
2.0 CONNECTIVITY:
Contractor is not responsible for providing internet connectivity. The Application is accessible via
the public web and mobile applications.
3.0 DATA SECURITY:
3.1 Backups to removable media must be encrypted using the Advanced Encryption Standard (AES)
with a minimum of a 128-bit key. Industry recognized key handling procedures must be utilized. At
no time shall the key be stored on the backup media in clear text, including but not limited to table
labels. The Contractor must make key handling procedures and logs available upon request.
3.2 Hosted applications must support encrypted protocols for sensitive data. Preferred encryption
protocols are Secure Sockets Layer (SSL) and Internet Protocol Security (IPSec). Encryption ciphers
must use at least a 128-bit key length. Hashing algorithms used must be of the Secure Hash
Algorithm (SHA) family. The minimum acceptable algorithm shall be SHA-1.
3.3 All hosted solutions must be audited by a third party at least once per year. Contractor must provide
attestation by a 3rd party (e.g. IS27001:2013 or superseding version) of such audit at any time upon
the County’s request.
3.4 All applications hosting County data must undergo a risk assessment at least twice per year. The risk
assessment must include system and application testing. The results must be made available to the
County upon request.
3.5 Contractor must maintain a non-disclosure agreement (NDA) with the County. All employees of
Contractor must maintain an NDA with the Contractor.
3.6 All employees of Contractor must pass a federal, state, and local criminal background check. Any
employee who fails the background check shall not have any access to County data unless
specifically authorized by County in writing. Contractor shall make personnel and background check
procedures available for inspection at any time upon request from the County.

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3.7 No County data shall be transferred or made available to a 3rd party in unencrypted form without the
express, written consent of the County. See the “Backups” section in 3.1 above for what shall be
considered “encrypted.” Contractor may share data with partners which integrate with the
Application as described in the Contract. Data would not be shared without consent from County. In
addition, all partners which integrate with the Application are subject to an extensive security review
to ensure compliance with Contractor security practices.
3.8 No County data shall be transferred or transmitted outside the United States for any reason without
the express, written consent of the County.
3.9 The Application will support password policy enforcement, such as mixed case, numerals, and non-
alphanumeric characters and forced expiration.
3.10 The Application will support the ability to disable or lock out user accounts after a given number of
login failures.
4.0 INFORMATION SYSTEMS AUDITING:
4.1 The Application will log all material user actions, including but not limited to, logon and log off.
4.2 The Application will log all material administrator actions, including but not limited to, user
creation, user deleting, password resets, and privilege level changes.
4.3 The Application will log failed login attempts.
4.4 For security and technical reasons, Contractor is not able to share logs. The County will work with
the Virgin Pulse Client Success team to identify authorized reviewers and Virgin Pulse is able to
share member information with these select individuals. If necessary, Contractor will provide an
affidavit. Upon case review, should the County determine it wishes to intervene on the member’s
behalf and change the decision made by Virgin Pulse member services, this can be done, provided
account privacy, HIPAA, or other compliance measures are upheld.
5.0 BREACH NOTIFICATION:
5.1 The Contractor must report all suspected breaches to the County immediately and in writing. If there
is confirmed breach affecting County data, notification will be made within forty-eight (48) hours of
the breach being confirmed. The Contractor must also fully cooperate with any County investigation
into the breach, unless prohibited by law.
5.2 Should a breach of the Application Services occur, the Contractor must bear the full cost of all
legally required breach notification and any follow-up services. Follow-up services include, but are
not limited to, credit monitoring of affected individuals.
5.3 Should a breach of the Application Services occur, the Contractor shall pay all fines associated with
the breach.
5.4 Breach notification requirements shall be determined by all applicable laws and contracts including,
but not limited to, Arizona Revised Statutes 44-7501, California SB 1386, the Health Insurance
Portability and Accountability Act (HIPAA), and Payment Card Industry (PCI).
5.5 Contractor shall make its information security incident response policy and procedure available to
the County at any time upon request.

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6.0 COMPLIANCE:
6.1 Contractor must apply with all applicable laws, regulations, and contracts including (but not limited
to) Criminal Justice Information Systems (CJIS), Health Insurance Portability and Accountability
Act, and Payment Card Industry (PCI).
6.2 Contractor must make compliance reports, audit findings, and 3rd party attestations available at any
time to the County upon request.
The Contractor must immediately notify the County, in writing, upon a confirmed violation of the
compliance requirement. The notification must include any information provided by the regulatory
body.
6.3 Contractor will enter into a Business Associate Agreement (as defined by HIPAA) with the County,
as set forth in Exhibit C. The Business Associate Agreement must be maintained for the life of the
Contract.
7.0 DATA RETENTION:
7.1 Contractor shall destroy or successfully de-identify all offline copies of County data at the time such
data ceases to be useful. Destruction procedures must be made available to the County upon request.
7.2 At the conclusion of the Contract, all County data and working papers must be returned to the
County and all Contractor copies destroyed or de-identified to the satisfaction of the County.
Contractor must confirm in writing to the County that all data was destroyed in accordance with this
Contract and state the methodology used.

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EXHIBIT E
Virgin Pulse
Program Performance Guarantees for Maricopa County
Section 1: Implementation Performance Guarantees
Implementation Effectiveness
Performance Guarantee Level The performance guarantee for Implementation Effectiveness
will be equally weighted on two measures:
• Implementation Satisfaction – achieving an average of 8
or above on a 10-point satisfaction scale, where 10 is
very satisfied and 1 is very dissatisfied.
• Implementation Timeliness – The program will launch
on the agreed upon Launch Date, which is signed off by
the County after the Implementation Kickoff.
How to Measure Performance Implementation performance guarantees will be measured as
Guarantee follows:
• Implementation Satisfaction – A satisfaction survey will
be sent to County stakeholders within 30 days of the
Launch Date. A minimum of two (2) responses must be
completed for results to count toward Performance
Guarantee evaluation.
• Implementation Timeliness – All key deliverables and
milestones will be monitored through the Virgin Pulse’s
project management tool and reported to the County on
a periodic basis. Changes to the Launch Date must be
agreed upon by both parties and confirmed in writing
during the implementation process.
Percent of Fees at Risk Total of 50% of Implementation Fee at risk:
• 25% for Implementation Satisfaction
• 25% for Implementation Timeliness
Additional Details: Fees at risk only apply to the first-year implementation fees. Any
missed deadlines caused by delays by the customer e.g. failure to
deliver the required eligibility file will make this performance
guarantee null and void.
Section 2: Annual Program Performance Guarantees
Member Service Support
Performance Guarantee Level The performance guarantee for Member Service Support is
defined as follows:
• Call response times of 80% of all calls answered within
45 seconds.
• E-mail response times of 95% of all e-mails answered
within 24 hours (excluding holidays and weekends) for
all members
How to Measure Performance Quarterly report provided
Guarantee
Percent of Fees at Risk 3.0% (1.50% for each missed metric – call response and email

SERIAL 190168-RFP
response)
Additional Details: Fees at risk only apply to the annual Virgin Pulse portal costs
Platform Uptime
Performance Guarantee Level The performance guarantee for Platform Uptime is defined as
follows:
• 99.5% up-time per quarter for access to Virgin Pulse
website (except for outages as a result of planned
upgrades and maintenance).
How to Measure Performance Quarterly report provided
Guarantee
Percent of Fees at Risk 3.0%
Additional Details: Fees at risk only apply to the annual Virgin Pulse portal costs.
Platform Response Time
Performance Guarantee Level The performance guarantee for Platform Response Time is
defined as follows:
 The Application Response time of Contractor’s
website shall maintain an APDEX score of over .95 per
quarter, as reported by New Relic
How to Measure Performance Quarterly report provided
Guarantee
Percent of Fees at Risk 3.0%
Additional Details: Fees at risk only apply to the annual Virgin Pulse portal costs.
Member Satisfaction
Performance Guarantee Level The performance guarantee for Member Satisfaction is defined as
follows:
• At least 80% of respondents indicate they are satisfied
or very satisfied with the Virgin Pulse program, by
indicating a 8 or above on a 10 point scale during
annual Member Satisfaction survey.
How to Measure Performance Survey results
Guarantee
Percent of Fees at Risk 3.0%
Additional Details: Fees at risk only apply to the annual Virgin Pulse portal costs.
Minimum of 20% surveys must be completed for the
performance guarantee to apply.
County Success Satisfaction
Performance Guarantee Level The performance guarantee for County Success Satisfaction is
defined as follows:
• At least 80% of wellness program administrators
indicate that they are satisfied or very satisfied with the
management of the program, by indicating a 8 or above
on a 10 point scale on the County Success survey.

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How to Measure Performance Survey results
Guarantee
Percent of Fees at Risk 3.0%
Additional Details: Fees at risk only apply to the annual Virgin Pulse portal costs.
Minimum of 5 surveys must be completed for the performance
guarantee to apply.
Annual Program Participation
Performance Guarantee Level • Year 1- At least 60% of all Eligible employees of
County will be enrolled in the Virgin Pulse Program at
the end of the first annual period.
• Year 2- At least 65% of all Eligible employees of
County will be enrolled in the Virgin Pulse Program at
the end of the second annual period.
• Year 3- At least 70% of all Eligible employees of
County will be enrolled in the Virgin Pulse Program at
the end of the third annual period.
How to Measure Performance Enrollment is defined as Eligibles who are employees of County
Guarantee that have enrolled in the Virgin Pulse Program. A comparison of
enrolled employees to total eligible employees as included on the
appropriate eligibility file.
Percent of Fees at Risk 3.0%
Additional Details: Fees at risk only apply to the annual Virgin Pulse portal costs.
Fees at risk are only applicable under the condition that the
County continue to offer an incentive similar to the 2019/2020
value of $720 and at least 4 of 6 Virgin Pulse best practices are
deployed as part of the annual program design. Best practices
include:
• Access to email addresses for the majority (greater than
80%) of eligible employees and implementation of an
agreed upon strategic communications plan
• Virgin Pulse will have the ability to continually
communicate to the member base on a regular basis in
order to meet engagement target metrics.
• Include a device subsidy during enrollment
• Majority of employees have computer or smart phone
access to interact with the program
• Deployment of a champions network
• Senior leadership program support