HomeMy WebLinkAbout20210816.tiffConi-vctc4 ID11aZ1
WELD COUNTY, CO
DEPARTMENT OF HUMAN RESOURCES
1150 O STREET
P.O. BOX 758
GREELEY CO 80632
www.weldgov.com
PHONE: 970-400-4234
FAX: 970-400-4024
MEMORANDUM FROM THE
DEPARTMENT OF HUMAN RESOURCES
TO: The Board of County Commissioners
FROM: Kelly Leffler, Manager — Risk, Safety, and Wellness
CC: Jill Scott, CHRO & Director of Administration
DATE: 4/4/2025
SUBJECT: Amendment to Marathon Client Agreement
Weld County has requested to extend the agreement with Marathon, which is currently scheduled
to expire on June 16th, 2025, for an additional 6 -month period to expire on December 16th, 2025.
This extension will provide an appropriate time frame to complete the competitive request for
procurement process and to complete the current clinic remodel project.
Regards,
Kelly Leffler, Manager — Risk, Safety, and Wellness
Jill Scott, CHRO & Director of Administration
eor�seril-��2.nc�-
c c : ohbaN. (0) _ t
picrcg 2021 b�
(4/1/2.5PE003 3
Docusign Envelope ID: 70A8736B-F989-4745-B07E-C2263BBC69D4
AMENDMENT NUMBER 2 TO CLIENT AGREEMENT
THIS AMENDMENT NUMBER 2 (the "Amendment") is entered into as of the date
of last signature ("Effective Date"), by and between Weld County, Colorado ("Client") and
Marathon Health, LLC ("Marathon"), a Delaware limited liability company. Marathon and
Client may be referred to each individually as a "Party", or collectively, the "Parties" to this
Amendment.
WHEREAS, Marathon's predecessor in interest, Everside Health, LLC
("Everside"), and Client executed a Client Agreement dated June 16, 2021 ("Agreement"),
pursuant to which Marathon provides health and wellness services;
WHEREAS, the Agreement was assigned by Everside to Marathon under that
certain Amendment Number 1 to Client Agreement dated November 25, 2024 and
WHEREAS, the Parties wish to amend the Agreement to extend the term of the
Agreement.
THEREFORE, for good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the Parties agree to amend the Agreement as set forth
below:
1. Amendment to Section 6.1 - Term. Notwithstanding anything to the contrary in
Section 6.1 of the Agreement, the term of the Agreement, which is currently
scheduled to expire on June 16, 2025, is hereby extended for an additional period
of six months and will expire on December 16, 2025.
2. Competitive Bid. The Parties mutually acknowledge that Client will complete a
competitive request for procurement process in 2025. Client will provide notice of
award of the contract for health services to Marathon or termination of this
Agreement no later than three months prior to the expiration of the term (as
amended hereunder), i.e. September 15, 2025. If Marathon is unsuccessful in the
competitive rebid and Client does not provide notice of termination on or before
September 15, 2025, the term of the Agreement will automatically be extended for
such time period as may be required to provide at least 90 days' notice prior to
termination.
3. Miscellaneous. This Amendment is made under and incorporates the terms and
conditions of the Agreement. Except as specifically set forth in this Amendment,
the terms and conditions of the Agreement will remain in full force and effect.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
Docusign Envelope ID: 70487368-F989-4748-807E-C2263BBC69D4
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
executed on the date of the last signature below.
MARATHON
Marathon Health, LLC
ATTEST. fy 1
Weld cpunty Clerk to the Board
BY:
Deputy Clerk to the Boar
By:
Name: Val Leyder
Title: Senior Vice President
Date: 4/2/2025
UbeuSioned by:
Elipro �T6E aeuaa
BOARD OF COUNTY COMMISSIONERS
WELD C TY, COLORAD
By:
Name: Perry L. uck
Title: Chair, Board of Weld County Commissioners
Date: APR 0 7 2025
2
20Zi-- 01 (0
ontract F
Entity Information
Entity Name*
MARATHON HEALTH LLC
Entity ID*
@00036539
Contract Name *
WCEMC MARATHON HEALTH AMENDMENT
Contract Status
CTB REVIEW
O New Entity?
Contract ID
9271
Contract Lead *
BPETERSON
Contract Lead Email
bpeterson@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description *
AMENDMENT TO EXTEND THE TERM OF THE AGREEMENT, WHICH IS CURRENTLY SCHEDULED TO EXPIRE ON JUNE
16, 2025, FOR AN ADDITIONAL SIX MONTHS AND WILL EXPIRE ON DECEMBER 16, 2025.
Contract Description 2
Contract Type*
AMENDMENT
Amount*
$0.00
Renewable *
YES
Automatic Renewal
Grant
IGA
Department
HUMAN RESOURCES
Department Email
CM-
HumanResources@weld.g
ov
Department Head Email
CM -H u man Resou rces-
DeptHead@weld.gov
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
If this is a renewal enter previous Contract ID
8839
If this is part of a MSA enter MSA Contract ID
Requested BOCC Agenda Due Date
Date* 04/03/2025
04/07/2025
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date *
08/15/2025
Renewal Date*
09/15/2025
Committed Delivery Date Expiration Date
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
CONSENT 04/03/2025
Approval Process
Department Head Finance Approver Legal Counsel
JILL SCOTT CONSENT CONSENT
DH Approved Date Finance Approved Date Legal Counsel Approved Date
04/03/2025 04/03/2025 04/03/2025
Final Approval
BOCC Approved Tyler Ref #
AG 040725
BOCC Signed Date Originator
BPETERSON
BOCC Agenda Date
04/07/2025
Cr+rc4 =.p * t'18'Co I
Weld County Human Resources
1150 0 Street
PO Box 758
Greeley, CO 80632-0758
Phone 970-400-4234
Fax: 970-352-9019
June 15, 2021
To: Board of County Commissioners
From: Patti Russell, Director of Human Resources
RE: Weld County Employee Medical Center by Everside Health Contract
Commissioners,
I am requesting approval of the attached contract with Everside Health to be
Weld County's vendor for our employee medical clinic (WCEMC). The contract
was negotiated and reviewed both by Human Resources as well as the County
Attorney. The contract also covers the needs requested in the RFP that Everside
responded to.
We believe we have worked together on this contract to create the best available
care for our employees and their dependents at WCEMC.
Thank you
aonseni- Atenetet.
c 0A,,eig,d-t( ir-r)
t„i/G/c.2_/
we_teate; g)
o�n�(e1 /W/G0/.2/
oo2I-o riQ76)
Poo 33
EVERSIDE CLIENT AGREEMENT
This Client Agreement (the "Agreement") is entered into on this ico day of June, 2021
("Effective Date") by and between Weld County, Colorado ("Weld County" or "Client"), located
at 1150 O Street, Greeley, Colorado 80631, and Everside Health, LLC ("Everside"), located
at 1400 Wewatta Street, Suite, 350, Denver, CO 80202. Client and Everside are each individually
a "Party" and collectively the "Parties" to this Agreement.
RECITALS
WHEREAS, Everside provides comprehensive primary and occupational health care
medical services to employees and dependents of employees via on -site and/or near -site clinics;
WHEREAS, Client maintains a health plan for eligible participating members and desires
to offer to its members on -site or near -site primary and occupational health care services;
WHEREAS, Client wishes to offer to its employees and their eligible dependents the
comprehensive primary and occupational care medical services offered by Everside; and
WHEREAS, Client and Everside wish to memorialize their agreement as set forth below.
THEREFORE, for good and valuable consideration the sufficiency and receipt of which is
hereby acknowledged by the parties, the parties agree to the following terms and conditions:
TERMS AND CONDITIONS
Definitions. The following terms used in this Agreement are defined as follows:
1.1 "Everside Clinic" means the health and wellness clinic which is built out by Client
and managed by Everside on behalf of Client and available for use by enrolled Members. The
Everside Clinic hereunder shall be located at 1551 N 17th Avenue, Greeley, Colorado 80631. While
the Everside Clinic will serve as the primary site for the Client, Members shall also have access to
other Everside sites across Colorado. Members shall find access to the locations of other sites by
calling the Everside Clinic and having them help in accessing other sites.
1.2 "Everside Services" means Everside's suite of services described in Section 3.1 of
this Agreement.
1.3 "Clinic Opening Date" means the date documented on which Members first have
access to a Everside Clinic to be agreed to by the Parties.
1.4 "Confidential Information" means (a) any technical and non -technical information
related to either Everside's business and current, future and proposed products and services of
Everside or its existing or proposed affiliates; (b) all intellectual property, discoveries, designs,
developments, improvements, inventions (whether or not protectable under patent laws), works of
authorship, information fixed in any tangible medium of expression (whether or not protectable
under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade
secret laws), mask works, trademarks, service marks, trademarks, information concerning
research, product development or design; (c) business plans or planning, financial information,
1
procurement requirements, engineering and manufacturing information, customer or employee
lists and information, business forecasts, sales information, marketing plans and other business
information; (d) pricing with respect to any and all of Everside's Services or products or proposed
Services or products; and (e) any information that may be made known to the other and which the
other has received that each Party shall be obligated to treat as confidential or proprietary, whether
or not marked as confidential.
1.5 "Eligibility File" means a census file to determine Members who are eligible to
receive Everside Services.
1.6 "Good Cause" means personal misconduct; a breach of this Agreement by the
Physician or Provider that has not been cured; the loss of license to practice medicine by the
Physician or loss of license/certification by a Provider; or the conviction of the Physician or
Provider of any crime punishable as a felony involving immoral conduct.
1.7 "Medical Team" means the one (1) part-time physician (8 hours per week), one (1)
full-time advanced practice provider, and two (2) full-time medical assistants contracted to staff
the Everside Clinic. Everside shall be responsible for the selecting and retaining of the physicians
and non -physician practitioners.
1.8 "Members" or "Eligible Members" means the following individuals who shall have
access to the Everside Clinic as provided in Section 2.2 of this Agreement: Client's health plan
members and others covered under Client's health plan, as further described in Exhibit C. Eligible
Members shall not include any persons who have elected a state or federal healthcare program
(e.g., Medicare, Medicaid, Tricare) as primary coverage, but may include Medicare Secondary
Payor Beneficiaries.
1.9 "Physician" means a duly licensed physician, when one is part of the Medical
Team, who is contracted to furnish the professional medical services and/or provide collaborative
or supervisory services which are a component of Everside Services to Members.
1.10 "Provider" means a duly licensed nurse practitioner or physician assistant who is
contracted to furnish certain services that are a component of Everside Services to Members.
1.11 "Staffing Date" The date on which Everside engages Medical Team members prior
to clinic opening.
1.12 "Start -Up Costs" means the total cost associated with the set-up activities and
assets.
2. Retention.
2.1 Engagement of Everside. During the term of this Agreement, Client hereby retains
Everside as Client's exclusive provider of membership -based clinic, primary care and wellness
services, and Everside agrees to make available such services and to provide administrative
services. Pursuant to this Agreement, Client and Everside agree to establish an on -site or near -site
Everside Clinic for Client Members.
2
2.2 Member Enrollment. Members will be eligible to enroll in the Everside Clinic upon
the receipt by Everside of an Eligibility File from Client. During the Term of this Agreement and
subject to Everside Clinic policies, an enrolled Member will remain enrolled in the Everside Clinic
until Everside receives from Client notice that a Member has disenrolled for any reason and an
Eligibility File that does not include such Member's information.
3. Everside Responsibilities.
3.1 Everside Services. Everside shall be responsible for obtaining, providing, or
otherwise making available, on its own behalf or through contractors, all of the services provided
at the Everside Clinic. Everside shall ensure that Members enrolled in the Everside Clinic have
access to the following health and wellness services at the Everside Clinic:
(a) Primary health care services, including non -emergency episodic care and
preventive care for all enrolled Members;
(b) Electronic medical records and a Member portal to view such records;
(c) Tailored care plans for adult Members;
(d) Health education for Members;
(e) Employees injured and covered under the Client's workers' compensation
plan;
(0
Standard On -Site Lab Services described in Exhibit F;
(g) Periodic identification of gaps in care, patterns of disease and trends in
Member adherence across the Client's eligible population;
Referrals to specialist physicians, as appropriate;
Mental health services as listed in Exhibit J; and
Any other services as listed in Exhibit D, as may be revised from time to
time.
3.2 Management Services. Everside shall provide management services necessary and
appropriate to operate the Everside Clinic and to provide the Everside Services. Client shall direct
any inquiries, comments or concerns about Everside Services only to Everside. Everside's
management services shall include:
(a) Assumption of responsibility for all Everside Services.
(b) Assumption of responsibility to establish, prepare, maintain and routinely
review protocols in the areas of direct clinical responsibilities, in accordance with those standards
of practice and guidelines published by national boards and/or other relevant healthcare agencies,
which are appropriate in Everside's sole discretion.
3
(c) Assumption of responsibility for staffing and scheduling for the Everside
Clinic, Everside Services, and Medical Team.
(d) Assumption of responsibility for all Member communications, outreach,
engagement, and appointment scheduling for the Everside Clinic.
(e) Promotion of cost containment and cost reductions in all areas of
responsibility.
(f) Meeting with the Medical Team on a monthly basis to review clinical and
administrative issues.
(g) Preparing monthly reports on utilization of Everside Services, health
coaching goals and outcomes, patient satisfaction scores, and relevant administrative issues. Other
reports involving aggregated and population level health status, shall be provided periodically as
agreed to by the parties. Custom reports may be available upon request of Client and agreement
by Everside at a cost of One Hundred Fifty dollars ($150.00) per hour. No individually identifiable
health information will be included in such reports unless specifically authorized in writing by the
subject(s) of such information.
(h) Supporting Client's efforts at creating an organizational culture for better
employee health and wellbeing.
(i) Collaborating with Client to review and improve medication selection for
clinical effectiveness and efficiency.
(j) Obtaining and providing the supplies necessary for the provision of
Everside Services.
(k) Ensuring that staffing at the Everside Clinic remains appropriate to meet the
needs of Members if and to the extent that total membership at the Everside Clinic changes over
time.
(1) Planning, designing, building, renovating, equipping and and/or repairing
the Everside Clinic on a site designated by Client with Everside's approval.
3.3 Physician and Provider Licenses, Certifications, Coverages. Everside shall assure
that each Physician and Provider maintains an unlimited and unrestricted license or certification,
as appropriate, to practice his or her profession in good standing, as necessary to perform the
Everside Services. Everside shall also ensure that each Physician and Provider has sufficient
occurrence -based medical malpractice coverage and has taken all other steps to qualify as a
qualified provider as necessary to comply with applicable Colorado law during the term of this
Agreement.
3.4 Selection and Removal of Everside Physicians and Providers. Everside shall have
the sole discretion to engage, retain or remove all Everside Physicians and Providers.
(a) Qualified Applicants. Everside shall recruit physician and provider
4
applicants for the Medical Team who are qualified to provide those Everside Services that are
within their respective scope of practice as defined by applicable state law.
(b) Criteria for Engagement of Everside Provider. Everside shall inform Client
of qualified provider applicants for the clinic. The Parties agree that Client shall designate a
representative or representatives to meet with and evaluate such applicants. Client may object to
the engagement of a provider as the Everside Provider, respectively, for any lawful reason.
(c) Criteria for Client to Request Removal of a Everside Provider. If Client
provides Everside with a written request to remove a Everside Provider, specifying Good Cause
reason(s) to remove such individual, Everside shall do so within a time frame mutually agreed
upon by Everside and Client. The time frame for removal shall not impair the provision of
Everside Services unless Everside has determined that the continuing performance of Everside
Services by the Provider raises quality of care concerns or liability or risk management issues, in
which case the Provider shall be removed immediately. If Provider is otherwise disruptive to the
operations of Client, Everside shall meet with Client to discuss such issues in good faith.
3.5 Selection, Maintenance, and Utilization of Equipment. Except as provided in this
Section, Everside shall consult with Client and shall select for purchase by Client all equipment,
furniture, and supplies necessary for establishing and operating the Everside Clinic. Everside will
make recommendations to Client about the need for repairs and replacement of equipment,
furniture and supplies, as appropriate.
(a) Data -Creating and Data -Hosting Equipment. With respect to computers
and other data -creating and data -hosting equipment, Everside shall be responsible for selecting,
obtaining, maintaining, and replacing all computers (hardware and software), printers, scanners,
facsimile machines, cellular phones, and other such equipment (hereinafter "Technology")
necessary for Everside to provide Everside Services at the Everside Clinic. The initial cost of
Technology shall be a Start -Up Cost. The cost of replacing Technology shall be included in the
monthly fee described in Article V.
3.6 Medical Records. Everside shall cause Everside Physicians and Providers to
maintain medical records in accordance with professional standards and applicable state and
federal laws, including the HIPAA Privacy and Security Rule. Everside shall have ownership and
control of such medical records and under no circumstances shall Client have access to any medical
record without the direct written authorization of the subject of such record, with the exception of
workers' compensation records. At all times, the use or disclosure of protected health information
shall be subject to all applicable statutes and regulations relating to the privacy and security of
confidentiality of patient records, including HIPAA and applicable state laws. Everside and Client
agree to the BAA attached as Exhibit E for purposes of providing information to Client and other
related plan vendors for purposes of the plan's payment and operations, as permitted by HIPAA.
3.7 Billing for Services. Everside shall have the exclusive responsibility for the billing
and collection of all appropriate charges, if any, to Members for Everside Services. Everside will
only bill Members for Everside Services after written agreement from Client to bill for particular
Everside Services.
3.8 Confidentiality. Everside shall not disclose any privileged or Confidential
Information which it either obtains or learns as a result of this Agreement. Without limiting the
5
generality of the foregoing, Everside, as well as its principals, officer, employees, contractors,
agents or assigns, shall maintain the confidentiality of any information defined as "Confidential
Information" as well as any medical records, business or financial records, or matters of business
practice of the other to which either shall have access or knowledge. This Section 3.8 shall survive
the termination of this Agreement.
3.9 Signage and Branding. With the approval of the Board of County Commissioners,
Everside shall design the signage displayed inside the Everside Clinic and arrange in collaboration
with Client for the production of such signs. Unless otherwise mutually agreed by the Parties,
signage and all other branding requested, developed, or approved by either Party shall refer to the
Everside Clinic as the "Weld County Employee Medical Clinic by Everside Health."
3.10 Maintenance and Repair of Facility Services and Utilities. Everside shall arrange
for certain Routine Operational Maintenance Services (defined in Exhibit H) to be provided at
Client's expense through independent or third -party vendors. Everside shall coordinate with these
vendors as necessary to permit the services to be available at each Everside Clinic. In the event
that any non -routine maintenance or repair related to these services or any utility services at each
Everside Clinic becomes necessary, Everside shall arrange for such maintenance or repair and
submit an invoice to Client for the expense(s) incurred.
3.11 Staff Training. Everside shall ensure that each member of the Medical Team
receives training consistent with the terms of this Section 3.11. For any training that occurs after
the Clinic Opening Date, Everside will provide Client with advance notice that the Medical Team
will not be available on the specified day(s) to provide Everside Services at the Everside Clinic.
(a) Initial Training. Each member of the Medical Team will receive at least ten
days of training before the end of his/her first year providing services at the Everside Clinic.
Whenever practicable, Everside will arrange for this training to be completed before the Clinic
Opening Date.
(b) Ongoing Training. After the first one-year period following the Clinic
Opening Date, the Medical Team will receive approximately five days of training per year.
Everside shall provide advance notice to Client for any days that a Everside Clinic will be closed
for training.
3.12 General Liability and Workers Compensation. Everside shall maintain the
following insurances in amounts that are appropriate to businesses which are similar in size or
services to Everside in the states in which a Everside Clinic established hereunder is located:
(a) Worker's compensation insurance as required under applicable federal and
state law, covering employer's liability and third -party actions against Everside arising out of
operations under this Agreement.
(b) Standard comprehensive general liability insurance.
(c) Professional liability insurance.
4. Client Responsibilities.
6
4.1 Clinic Facility Space, Construction, and Maintenance. Client shall be responsible
for providing and maintaining a space for the Everside Clinic that is suitable as medical office
space and has the features described in Exhibits G and H or that the parties have otherwise agreed
to regarding suitability. Client shall be solely responsible for the costs required for the repair of
such facility and surrounding grounds, as applicable ("Build -Out Costs") in connection with
Everside setting up and providing services in Client's existing space.
(a) Building Services. Client or its designee shall ensure that the building
services outlined in Exhibit H are available at the Everside Clinic. Client shall maintain and
repair, as necessary, the wiring, cabling, plumbing, and all other infrastructure required to make
available such necessary building services. Client is also responsible for the costs of maintenance
services arranged for by Everside and described in Exhibit H.
4.2 Furniture, Fixtures, and Equipment. Client shall purchase, provide, and maintain,
based on Everside's recommendations, or reimburse Everside for, as appropriate, all necessary
equipment, furniture, fixtures, and supplies listed in Exhibits G and H. All such items shall be
the property of Client except for the data -creating and data -hosting equipment described in Section
3.5(a) which shall be retained by Everside. Client shall act in good faith upon any reasonable
recommendation by Everside for equipment repair or replacement.
4.3 Confidentiality. Client shall not disclose any privileged or Confidential
Information which it either obtains or learns as a result of this Agreement. Without limiting the
generality of the foregoing, Client, as well as Client's principals, officers, employees, contractors,
agents or assigns, shall maintain the confidentiality of any information defined as "Confidential
Information" as well as any business or financial records, matters of practice of the other to which
either shall have access or knowledge. This Section 4.3 shall survive the termination of this
Agreement.
4.4 Access to Premises. During the term of this Agreement, Client shall permit
Everside personnel to access the Clinic premises as reasonably necessary to access the Everside
Clinic and utilize Everside Services at the Everside Clinic. Client shall have prompt and
appropriate access to the Everside Clinic except as necessary to comply with legitimate patient
privacy and security interests.
4.5 Health Plan Responsibilities. Client agrees to assume full responsibility for the
integration of the Everside Clinic into Client's health plan and associated documents and to make
all amendments, disclosures and reports required by state or federal law.
4.6 General Liability and Workers Compensation. Client shall maintain a policy of
self-insurance as authorized by law.
4.7 Eligibility. Client shall be responsible for determining eligibility to receive
Everside Services. In the absence of an agreement by the Parties to the contrary, Client shall
ensure that an Eligibility File is transferred to Everside on a weekly basis. Client shall provide an
initial Eligibility File to Everside at least 45 days prior to the Clinic Opening Date. ). Client shall
be responsible for ensuring that Eligible Members shall not include any children under 2 years of
age, or any persons who have elected a state or federal healthcare program (e.g., Medicare,
Medicaid, Tricare) as primary coverage.
7
4.8 Data and Communication
a) Eligibility Mechanism:
i. Member eligibility shall be determined through the use of the eligibility census files
for Client's adult and child populations.
ii. Client will provide Everside eligibility files for the adult and minor populations of
its employees and dependents within 30 days of this Agreement being entered into,
and then on -going monthly eligibility files.
iii. Eligibility files must include Social Security Numbers in addition to other data.
iv. Not providing timely and complete data, including Social Security Numbers, may
result in reduced Patient engagement and impaired billing procedures.
b) Data Access: Client shall, at its sole expense, provide the following data access as
needed:
i. Access to at least 3 years of prior (historic) medical and pharmacy claims
experience data and corresponding eligibility data.
ii. Access to monthly data feeds of medical and pharmacy claims experience data and
corresponding eligibility data throughout the term of the Agreement.
c) Communications:
i. Client shall be responsible for additional direct mail marketing costs, as necessary
for the utilization and needs of the client and Everside.
ii. Client shall implement Everside's marketing campaign process, which delivers a
time -based series of communications shown to maximize engagement of Eligible
Members. The marketing campaign process allows for customization within a
prescribed set of parameters. In the event that Client requires additional
customization outside of those parameters, then Everside will consult with the
client on the need and possible cost. Client shall be responsible for additional
marketing costs.
iii. Client shall educate Eligible Members about the Everside's benefit through the
annual benefits enrollment process.
iv. To reduce disruption to the communication both Everside and the Client must
adhere to the Technology Compatibility Requirements for both entities (attached
at Exhibit I).
v. Patients can manage their communication preferences, including opting out of
various communications, directly with Everside.
5. Financial Arrangement.
5.1 Financial Overview. In consideration of Everside's responsibilities under this
Agreement, Client shall pay to Everside the amount described in Section 5.2 of this Agreement
during the Initial Term and any Renewal Terms. Client shall also be responsible for the following
expenses associated with the Everside Clinic (collectively, "Other Expenses"):
(a) Operation and maintenance expenses as described in Exhibit H;
(b) Laboratory and pharmaceutical costs as described in Exhibit F; and
(c) Other Expenses not specified in the contract shall be approved by the Client
prior to purchase and due under this Agreement, and shall be billed through separate invoices,
8
which may be issued from Everside or directly from a third -party vendor. Such expenses shall
become due and be paid as stated in the invoice.
5.2 The Fees.
(a) Monthly Services Fee. Subject to the terms of this Section 5.2, Client shall
pay to Everside the amount Fifty -Two Thousand Dollars ($52,000) per month for Everside
Services (the "Monthly Fee") effective on the Staffing Date.
(b) Adjustment for Inflation. On or about the anniversary of the initial
contract and each subsequent year during the Initial Term or any Renewal Term, the Monthly Fee
shall be increased by a rate of three and one-half percent (3.5%) per year.
(c) Performance Guarantees. Everside agrees that the fees paid by Client for
Everside Services shall be adjusted as set forth in Exhibit J if Everside does not meet the
Performance Guarantees set forth in Exhibit J. Everside agrees that Client may receive a fee
credit to be applied to future invoices as a result of the Performance Guarantees. Beginning in
Year 2, the total amount at risk for Performance Guarantees shall not exceed seven percent (7%)
of the Monthly Fee (the "Total Amount At -Risk").
5.3 Payment of Fees. Client shall pay the Fee prospectively on a quarterly basis, with
payment occurring 30 days prior to the first day of each calendar quarter or portion thereof that
Everside is to provide Everside Services. Everside shall provide Client with an invoice of the
payment due under this Section 5.3 at least 30 days prior to the date upon which such payment is
due. Notwithstanding anything in this Agreement to the contrary, if any invoice(s) or portion(s)
of invoice(s) are not disputed in writing by Client within one hundred eighty (180) days of the
date of the invoice, Client irrevocably waives its right to later dispute such invoice.
(a) Late Payments. Any undisputed amounts due to Everside under this Article
V that are not paid by the due date will be assessed a late fee of 1.25% per month that the amount
remains unpaid.
5.4 Physician Replacement Costs. In the event that a Physician resigns or is terminated
at any point during his/her tenure, then Everside will assume 100% of the cost of obtaining interim
physician services, recruiting a new physician, and training a Physician consistent with Section
3.11 of this Agreement (collectively, the "Physician Transition Costs").
6. Term and Termination of Agreement.
6.1 Term. This Agreement shall be effective on the Effective Date and continue for a
period of three (3) years beyond the date Members have initial access to the Everside Clinic (the
"Initial Term"). The Agreement shall automatically extend for two (2) additional one (1) year
periods (each a "Renewal Term") unless either Party provides written notice not less than one
hundred and eighty (180) days prior to the end of the then current term.
6.2 Termination. Notwithstanding the terms of Section 7.1, this Agreement shall be
sooner terminated on the first to occur of the following:
(a) By Mutual Agreement. In the event Client and Everside shall mutually
agree in writing, this Agreement shall be terminated on the terms and date stipulated therein.
9
(b) For Breach. In the event either Party shall give notice to the other that such
other Party has substantially defaulted in the performance of a material obligation under this
Agreement and such default has not have been cured within 60 -days following the giving of such
notice, the Party who gave notice shall have the right to immediately terminate this Agreement.
(c) For Bankruptcy, Insolvency or Assignment for the Benefit of Creditors. In
the event either Party files for bankruptcy, is declared insolvent or makes an assignment for the
benefit of creditors, the other may immediately terminate this Agreement upon written notice.
(d) For Criminal Activity. In the event that a Party is indicted for a felony or a
crime involving medical billing fraud or moral turpitude, the other may terminate this Agreement
immediately.
(e) For Interference. In the event that Client engages in or conducts ongoing or
multiple instances of Interference (defined below), Everside may terminate this Agreement as
provided under this Section 7.2(e). "Interference" includes:
(i) Actions or conduct that materially disrupt the delivery of
Services or the operations of the Medical Team;
(ii) Demands upon the Physicians, Providers, or Everside, to
deliver treatments, services, goods, or information that would be inappropriate or prohibited
under applicable federal or state law and/or generally accepted standards of medical practice;
(iii) Actions that threaten the confidentiality of any member's
personal health information or the privacy or security of health data; and/or
(iv) Actions or conduct that would create a significant impact
on the ability of the Physicians, Providers, or Everside to provide medical care and related
services within appropriate medical and professional standards
(v) After or during the first occurrence of Interference, if any,
Everside shall provide with written warning of the interfering action or behavior. If the
Interference continues or repeats after the receipt of such warning by Client, Everside may
terminate this Agreement by providing Client with ninety (90) days prior written notice.
6.3 Effects of Termination. Upon expiration of this Agreement in accordance with
Section 7.1 of this Agreement, neither Party shall have any further obligation hereunder except for
(i) obligations occurring prior to the date of termination, (ii) obligations, promises or covenants
contained herein which are expressly made to extend beyond the term of this Agreement, (iii)
professional obligations of Everside Providers to transfer Member care to new providers
designated by such Members, and (iv) obligations of Everside to use commercially reasonable
efforts to assist with the transition to any subsequent operator of the Weld County Employee
Medical Clinic.
6.4 Fees Due on Date of Termination. Any Fees due to Everside on or before the date
of termination as well as any remaining unpaid balance of the cost of acquisition and
implementation of the clinic as described in Section 5.1, above, shall be paid by Client on or before
10
the date of Termination. Everside shall provide Client with at least thirty (30) days advance notice
of any fees due under this Section 6.4.
7. Miscellaneous.
7.1 Everside Indemnification. Everside shall defend, indemnify and hold harmless
Client, its officers, agents, and employees, from and against injury, loss damage, liability, suits,
actions, or willful acts or omissions of Everside, or claims of any type or character arising out of
the work done in fulfillment of the terms of this Agreement or on account of any act, claim or
amount arising or recovered under workers' compensation law or arising out of the failure of
Everside to conform to any statutes, ordinances, regulation, law or court decree. Everside shall be
fully responsible and liable for any and all injuries or damage received or sustained by any person,
persons, or property on account of its performance under this Agreement or its failure to comply
with the provisions of the Agreement, or on account of or in consequence of neglect of Everside
in its methods or procedures; or in its provisions of the materials required herein, or from any
claims or amounts arising or recovered under the Workers' Compensation Act, or other law,
ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is
agreed that Everside will be responsible for primary loss investigation, defense and judgment costs
where this contract of indemnity applies. In consideration of the award of this contract, Everside
agrees to waive all rights of subrogation against Client and its associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses
arising from the work performed by Everside for Client. A failure to comply with this provision
shall result in Client's right to immediately terminate this Agreement.
7.2 Status of the Parties. It is expressly acknowledged by the Parties hereto that
Everside and Client are "independent contractors" and nothing in this Agreement is intended nor
shall be construed to create a partnership, joint venture relationship, or a lease or landlord -tenant
relationship between Client and Everside, or to allow Client to exercise control or direction over
the manner or method by which Everside, Everside Physicians or Everside Providers, provide the
Everside Services which are the subject matter of this Agreement.
7.3 Tax Status. The Parties agree that each shall be responsible for its own tax liabilities
and specifically that (i) Everside employees, Physicians and Providers will not be treated as
employees of Client for state or Federal tax purposes, (ii) Client will not withhold on behalf of
Everside, or its Everside employees, Physicians and Providers, any sums for income tax,
unemployment insurance, Social Security or any other withholding pursuant to any law or
requirement of any governmental body relating to Everside Services, or make available to
Everside, its Everside employees, Physicians and Providers any of the benefits afforded to the
employees of Client, and (iii) all such payments, withholdings and benefits, if any, are the sole
responsibility of Everside, Everside employees, Physicians and Providers, as appropriate.
7.4 Compliance with Laws. Each Party shall be solely responsible for compliance with
all applicable state and federal laws pertaining to the subject matter of this Agreement.
7.5 Everside Representative. Except as may be herein more specifically provided,
Everside shall act with respect to all matters hereunder through Christopher Miller or his designee.
11
7.6 Notices.
(a) Any and all notices, requests, payments, demands and other
communications, required or permitted hereunder shall be given to the respective parties in writing,
either by personal delivery or by registered or certified mail, postage prepaid, return receipt
requested, addressed to Everside or Client, as the case may be, as follows:
If to Everside:
If to Client:
Everside Health, LLC
1400 Wewatta Street, Suite 350
Denver, CO 80202
Attn: Chris Miller, CEO
With a copy to:
Everside Health, LLC
1400 Wewatta Street, Suite 350
Denver, CO 80202
Attn: Ranmali Bopitiya, General Counsel
Weld County
1150 O Street, PO Box 758
Greeley, Colorado 80631
Attn: Patricia Russell
(b) Or at such other address(es), and to such other person(s) as either party may
from time -to -time designate by notice given as herein provided.
(c) Notices shall be deemed effective immediately if personally delivered, or
seventy-two (72) hours after deposit in the United States mail if sent by certified or registered mail.
7.7 Governing Law. This Agreement has been executed and delivered and shall be
interpreted, construed, and enforced pursuant to and in accordance with the laws of the State of
Colorado.
7.8 Assignment. Neither party shall assign any rights or delegate any duties under this
Agreement without the prior written consent of the other party. Notwithstanding the foregoing,
Everside may assign this Agreement to a subsidiary or to an affiliated entity under common control
without Client's consent.
7.9 Waiver of Breach. The waiver by either Party of a breach or a violation of any
portion of this Agreement shall not operate as or be construed to be a waiver of any subsequent
breach of the same or other provision hereof.
7.10 Gender and Number. Whenever the context requires, the gender of all words shall
include the masculine and feminine, and the number of all words shall include the singular and
plural.
7.11 Additional Assurance. The provisions of this Agreement shall be self -operative
12
and shall not require further agreement by the Parties, except as may be herein specifically to the
contrary, provided, however, each Party shall, at the request of the other, execute such additional
instruments and take such additional actions as may be necessary to effectuate this Agreement.
7.12 Force Majeure. Neither Party shall be liable nor deemed to be in default for any
delay or failure in performance under this Agreement or other interruption of service or
employment deemed resulting directly or indirectly from acts of God, civil or military authority,
acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, failure of
transportation, strikes or other work interruptions by either Party's employees or any similar or
dissimilar cause beyond the reasonable control of either Party.
7.13 Severability. In the event any provision of this Agreement is held to be
unenforceable for any reason, the unenforceability thereof shall not affect the remainder of this
Agreement which shall remain in full force and, in fact, add enforceability according to its terms.
7.14 Article and Other Headings. The articles and other headings contained in this
Agreement are for reference purposes only and shall not affect, in any way, the meaning or
interpretation of this Agreement.
7.15 Amendments and Agreement Execution. This Agreement and any amendments
hereto shall be in writing and executed in multiple copies on behalf of Client by any official of
specifically authorized by Client with respect to such execution and on behalf of Everside by
Christopher Miller or his designee. Each multiple copy shall be deemed an original but all multiple
copies together shall constitute one and the same instrument.
7.16 Entire Agreement. This Agreement supersedes all previous contracts and
constitutes the entire agreement between the Parties. Neither Party shall be entitled to benefits
other than those specified herein. No oral statements or prior written material, not specifically
incorporated herein, shall be of any force and effect, and no changes in or additions to this
Agreement shall be recognized unless incorporated herein by amendment as provided herein. Both
Parties specifically acknowledge that in entering into and executing this Agreement, they rely
solely upon the representations and covenants contained in this Agreement and no others.
7.17 Nondisclosure, Non -Solicitation and Nonuse Obligations. Client, inclusive of its
officers, directors, employees, contractors and Members, and Everside will not use for its
respective purposes or for the benefit of any third -party, disseminate or in any way disclose,
Confidential Information of the other to any person, firm or business, except to the extent necessary
for the purpose described in this Agreement. Client and Everside will treat all Confidential
Information with the same degree of care as each accord to its own confidential information, but
in no case less than reasonable care. Client and Everside will disclose Confidential Information
only to those of their respective officers, employees, contractors or agents who have a need to
know such information to assist Client or Everside, as appropriate, with respect to the Agreement.
Each Party will immediately give notice to the other of any unauthorized use or disclosure of
Confidential Information. Client and Everside will assist each other in remedying any such
unauthorized use or disclosure of Confidential Information.
(a) The Receiving Party shall not reverse engineer, disassemble or decompile
13
any prototypes, software or other tangible objects which embody the Disclosing Party's
Confidential Information and which are provided hereunder. The Receiving Party shall disclose
Confidential Information received by it under this Agreement only to persons within its
organization who have a need to know such Confidential Information in the course of the
performance of their duties and who are bound by a written agreement, enforceable by the
Disclosing Party, to protect the confidentiality of such Confidential Information. The Receiving
Party shall adopt and maintain programs and procedures which are reasonably calculated to protect
the confidentiality of Confidential Information and shall be responsible to the Disclosing Party for
any disclosure or misuse of Confidential Information which results from a failure to comply with
this provision. The Receiving Party will immediately report to the Disclosing Party any actual or
suspected violation of the terms of this Agreement and will take all reasonable further steps
requested by the Disclosing Party to prevent, control or remedy any such violation.
(b) The restrictions set forth in this Section 7.19 shall not apply to Confidential
Information that (a) is or becomes public knowledge (through no fault of the Receiving Party), (b)
is received by the Receiving Party from a third -party on a non -confidential basis, provided that the
source of such information is not bound by a confidentiality agreement or other contractual, legal,
or fiduciary obligation of confidentiality with respect to such information, (c) is in the Receiving
Party's possession before the time of disclosure by the Disclosing Party and was not acquired,
directly or indirectly, from the Disclosing Party, (d) is developed by the Receiving Party, provided,
however, the Receiving Party provides prior written notice of such required disclosure to the
Disclosing Party and takes reasonable and lawful actions to avoid or minimize the extent of such
disclosure.
(c) Each Party agrees not to directly or indirectly solicit the services of and not
to employ (in any form, including, but not limited to, as an employee, independent contractor or
as a consultant) (without prior written consent of the other Party) any employee of the other Party
who participates in any manner in the activities that are the subject of this Agreement during the
Term and for a period of twelve (12) months thereafter. In the event that Client violates this
subsection with respect to a member of the Medical Team, Client agrees to pay to Everside a fee
equal to four (4) times the amount of the annual compensation (salary plus bonus), or annual
consideration received by such personnel at the time his or her employment or engagement with
Everside terminates. Each Party agrees to consent to the other Party's employment of any of that
other Party's employee if such employment is for services that are unrelated to the services
provided under this Agreement.
(d) This Agreement shall apply to all Confidential Information disclosed for a
period of three years from the Termination Date and may be enforced in a court of equitable
jurisdiction in Greeley, Colorado.
7.18 Dispute Resolution and Arbitration.
(a) The Parties shall make a good faith effort to resolve any disputes that may
arise in furtherance of this Agreement. If the parties are unable to resolve the dispute through
informal discussions, either Party may submit a written complaint to the other Party describing
and proposing a manner of resolving that dispute. The Party receiving that complaint shall respond
by accepting, rejecting, or modifying that proposal, in writing, within twenty (20) days of the date
14
that it receives the complaint.
(b) Notwithstanding the provisions above, either Party shall be entitled to apply
to a court for injunctive or other equitable relief in any case involving a breach or alleged breach
by the other Party of any obligations set out in this Agreement relating to the use, protection or
confidentiality of any proprietary or confidential information or a breach of the exclusivity clause.
The Parties agree that the Party seeking such injunctive or other equitable relief or a breach of the
exclusivity clause shall not be required to post a bond or other security.
[Signature Page to Follow]
15
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first written above.
BOARD OF COUNTY COMMISSIONERS
Everside Health, LLC Weld County, Colorado
By:
Name: Chris Miller Name: Steve Moreno
By: G' JUN 16 2021.
Title: CEO
16
Title: BOCC Chair
2Zoczi- o8f ' (')
EXHIBIT A
Copy of Final RFP
17
EXHIBIT B
Copy of Final Proposal
18
EXHIBIT C
MEMBER ELIGIBILITY
Members. The following individuals may have access to the Everside Clinic as provided in
Section 2.2 of this Agreement:
1. Client's employees covered under the Client's health plan; and
2. Spouses, partners, and dependent children two years of age and older of Client employees
who are covered under the Client's health plan.
3. Employees injured and covered through workers' compensation or as needed for
Occupational medicine.
19
EXHIBIT D
Optional Additional Services
1. Everside may provide the following additional services at no additional cost to Client, unless
specified below. Client may incur lab fees or pharmaceutical fees for some of the below services.
a. Routine vaccinations (including flu shots)
b. Occupational health services
a. DOT exams
b. Vision exams (limited)
c. Tuberculosis testing
d. Pre -employment physical exams
e. Hearing testing
c. Workers Compensation
d. Covid-19 rapid antigen testing at the price of $47.50 per test
Everside reserves the right to change the price per test any time; provided, however that in the event of
a price increase, Everside shall provide Client with fourteen (14) days prior notice. Client acknowledges
that such notice shall not require Client's approval. Upon Client's written request, Everside shall stop
providing Covid-19 antigen tests to the Client's Members; provided, however, that any Covid-19 antigen
tests performed before Everside receives such request shall be paid for by the Client.
Neither Everside nor any of its partners, principals, directors, officers, employees, contractors,
subcontractors, affiliates, subsidiaries, agents or representatives makes any representation or warranties,
either express, implied, or otherwise, regarding Covid-19 testing services. Client expressly
acknowledges and agrees that its use of Covid-19 testing services is at Client's sole risk and that Covid-
19 may be transmitted within Client's employee/member population as a result of unintentional exposure
at a Clinic or transmission within the workplace. In no event will Client or Everside (or their respective
partners, principals, directors, officers, employees, affiliates, subsidiaries, contractors, subcontractors,
agents, representatives, successors and assigns) be liable for the interruption or loss of business, or any
lost profits, savings, revenue, goodwill (regardless of whether such losses are deemed direct damages),
or incidental, indirect, consequential, punitive, special, exemplary or similar such damages relating to
Covid-19 testing, even if such party has been advised of the possibility of such damages. Client will hold
Everside harmless for any inaccuracies in results received from tests and analyzers; any lack of
functionality of any test kits, individual tests, and analyzers; Everside's reliance on the results from any
test kits, individual tests, and analyzers; and any delays in order processing, shipment, or arrival of test
kits and analyzers. The limitation of liability contained in this Exhibit D shall not apply to claims for
medical malpractice brought directly by patients against Everside; such claims will be covered pursuant
to Everside's professional liability coverage.
Additional services may not be available at all clinic locations.
20
EXHIBIT E
The Business Associate Agreement by and between the Parties, dated June 9, 2021, is
incorporated herein by reference.
21
EXHIBIT F
Laboratory and Pharmaceutical Expenses
1. Covered Labs. The following lab tests collected at the Everside Clinic will be provided
to Members at no additional cost to Client. These tests include:
a. Basic metabolic panel
b. Glucose
c. Hemoglobin
d. Hemoglobin Alc
e. Lipid panel
f. Microalbumin-Creatinine Ratio
2. Other Labs. Additional lab tests may be recommended to Members based on their
individual needs. When possible, lab tests will be collected on site, sent to Everside's
contracted lab vendor, and billed to Client at Everside's contracted rates with the lab
vendor.
3. On -site Pharmaceutical Supplies. The Everside Clinic stocks approximately 50
commonly prescribed generic medications, which providers may dispense to Members
onsite. These medications will be charged to Client at Everside's contracted rates with the
vendor.
4. Everside reserves the right to make any reasonable changes associated with any
equipment or supplies related to the laboratory tests and pharmaceuticals regarded
in this Exhibit F based on the input and guidance of the Medical Team.
1
EXHIBIT G
Building, Facility and Clinic Requirements
Client shall, at its sole expense, provide for the following at the Everside clinic.
1. Building Services. The following services are required at the Everside Clinic:
a. Access to water/plumbing for restrooms, examination room sinks, etc.;
b. High quality ventilation that prevents the spread of germs and sound;
c. Telephone service for a phone system and fax machine;
d. Access to the internet via secure high-speed cable or wireless access;
e. Cleaning services and appropriate waste disposal services; and
2. Facility Features. The following features are required at the Everside Clinic:
a. Approximately 1500 sq. ft. of dedicated space for the Medical Team;
b. Secure/lockable spaces to protect confidential records, drugs, lab and other
equipment;
c. Soundproof spaces for Providers, health coach, and exam rooms;
d. Opportunity for private/discrete access to and from Everside Clinic;
e. Professional medical tile floors;
f. A professional and attractive health care environment;
g. Restrooms located near exam rooms for urine samples, etc.; and
h. Professional lighting.
3. Clinic Set Up Assets
a. Medical equipment & supplies
b. Telephone system & cabling
c. Office supplies
d. Technology (office software & firewall)
e. Office furniture
f. Security system & sound attenuation equipment
g. Initial pharmacy stock
h. Interior signage and artwork
i. Architectural design
j. Office space conversion/adapting of existing space
5. Space Layout. Client shall work directly Everside, regarding the furnishings for the
Everside Clinic.
6. Compliance. Client shall be responsible for ensuring that all building construction and/or
renovation for the Everside Clinic is performed according to applicable state codes, standards,
and policies pertaining to fire prevention and building safety.
2
EXHIBIT H
Responsibility for Operations and Maintenance Expenses
1. Replenishment of Supplies. Everside will assume responsibility for providing, on an on-
going basis:
a. Disposable medical supplies necessary for Everside Services; and
b. Supplies for covered lab tests collected at the Everside Clinic.
2. Routine Operational Services. Everside will assume responsibility for the costs
associated with providing, on an on -going basis the following operational services:
a. Telephone Service; and
b. Internet Service.
3. Routine Maintenance Services. Client is responsible for the costs associated with the
services identified below ("Routine Maintenance Services"). Everside will contract with
the vendors to provide Routine Maintenance Services and the vendors will send an invoice
to Client on a monthly basis as described in Section 5.1.2 of the Agreement. Client shall
pay the invoiced amount within thirty (30) calendar days of receipt of each invoice.
a Bottled Water Service;
b Shredding Service;
c O2 fill -up;
c. Hazardous Waste Removal Service;
d. Alarm Monitoring; and
e. Cleaning Service.
4. Non -Routine Maintenance Services. Client is responsible for any expenses incurred by
Everside for non -routine maintenance, repair, or replacement of the furniture, fixtures, or
facility services required at the Everside Clinic. Everside shall send an invoice to Client
for any such expense and provide receipts to Client for each item invoiced. Client shall
reimburse Everside for the invoiced amount within thirty (30) calendar days of receipt of
such invoice(s).
5. Other Expenses. Client shall reimburse Everside for other, unanticipated, mutually agreed
upon expenses, which may arise and which are necessary for the efficient and effective
operation of the Clinic.
3
EXHIBIT I
ARTICLE II Member Portal
1.1. URL: https://members.Eversidehealth.com/
1. Please make sure this web site is not blocked and there are no content restrictions that may
cause the portal to not function as expected.
1.2. Browsers that have been confirmed to be compatible with the Member Portal
2. Chrome
3. Firefox
4. IE
5. Note 1: Most versions of each browser will be compatible but we highly recommend that
the user download the latest version.
6. Note 2: If the browser is configured to not accept third party cookies then the user will
have to add the following site as an exception:
https://mycw30.eclinicalweb.com/porta13115/jsp/100mp/login.jsp
ARTICLE III Emails
1.3. Please make sure that emails sent from the following go unblocked:
1. 129.41.172.176 (IP address)
2. mai18950.email.Eversidehealth.com (VIMTO name)
3. @bounce.email.Eversidehealth.com (envelope from domain/return-path)
4. @email.Eversidehealth.com (sending from/reply-to domain)
5. @Eversidehealth.com
6. @eclinicalmail.com
ARTICLE IV Other URL's to whitelist:
1.4. Eversidehealth.com
1.5. links.email.Eversidehealth.com
4
EXHIBIT J
Performance Guarantees
Performance Guarantees will be measured on a clinic year basis (based on the anniversary of the
date that Members have initial access to the Everside Clinic). Fees at risk are defined as the
monthly clinic operating fees for clinic services, not including any charges related to
implementation or operations costs. Beginning in the second clinical year, Everside shall report
to Client on such Performance Guarantees on at least an annual basis.
Clinical Performance Guarantees (3% of Monthly Fee At Risk)
• Population:
o Age > 18 years, and selected Everside Health as PCP
Clinical Measure
Diabetes HbA 1 C
Control: HbAl c < 8%
Numerator Denominator
Numerator compliant: HbAlc
performed and <8% in All patients 18-75
measurement period. Numerator with DM T e 1 or
noncompliant: if Hbal c > 8%, yp
missing a result or not done in Type 2
measurement period
At risk allocation
Diabetes with
HbA 1 C < 8% <
Allocation %:
o
60/o
1%
Hypertension Control
Patients 18-59 years of age whose All patients 18 years
BP was <140/90 mmHg; Patients or older with a
60-85 years of age w/ dx of DM confirmed dx of HTN
whose BP was <140/90; Patients documented in
60-85 years of age w/o a dx of Problem list, OV note,
DM whose BP was SOAP note, Encounter
<150/90mmHg form, dx report.
Hypertension:
Blood Pressure <
140/90 mm Hg <
Allocation %:
60%
1%
Depression Screening
Patients 18 and older screened for
Patients who are 18
clinical depression using PHQ
during the measurement period. Years and older
Depression
Screening <
Allocation %:
70%
0
1 /o
Financial Performance Guarantees (4% of Monthly Fee At Risk)
Beginning in the second clinic year, Everside guarantees an actual return on investment ("ROI")
of 1.0 (breakeven net savings of clinic operating costs described below) for each clinic year. If
the ROI is less than the guarantee in any given year, Everside will credit the difference needed to
bring the ROI to the guaranteed level, up to the Total Amount At -Risk.
Return on Investment is defined as follows.
ROI equals:
5
Gross Annual Claims Savings (medical and Rx incurred claims)
Monthly clinic service fees (section 5.2) plus other expenses (section 5.1)
Gross Annual Claims Savings equals:
Baseline claims costs annualized and based on a 12-24 month pre -access to the
Everside Clinic, excluding the entire claims cost for members with more than
$100,000 in annual medical and prescription drug costs, and trended forward to
each clinic year. Actual healthcare costs will be determined based on the incurred
date of the costs, using a three-month runout period, and compared to the projected
baseline to determine Gross Annual Claims Savings. For the avoidance of doubt,
Gross Annual Claims Savings shall include: (i) savings on missed referrals, and
(ii) savings from screenings performed in the clinic.
The Financial Performance Guarantee during any given clinic year are contingent upon Everside
receiving a monthly claims file from the Client's health plan for each month during the clinic
year at issue, at no incremental cost to Everside.
6
EXHIBIT K
MENT4ME Services
1. MENT4ME Services. Everside shall provide mental health services as elected
below for Client's Eligible Members. Client acknowledges that these services involve the
assistance of qualified third -party vendors to provide integrated care with Everside.
Implementation will be completed within ninety (90) days of the Parties' agreement to these terms,
or (c) some other mutually agreeable date.
Service Election
Q Mental Health Triage (age 18+ only)
Q AI Texting (age 18+ only)
Q VirtualCare MH
2. Mental Health Triage and Al Services. If this service is elected above, the
following terms shall apply as to mental health triage and AI texting services:
(a) Everside will provide appropriately credentialed and trained remote staff to
cover mental health phone calls from eligible participants 24/7/365. Such staff will triage the
needs of participants and make appropriate referrals and, where possible, provide warm hand-offs
to mental health solutions otherwise provided by Everside or available under Client's health plan
network, EAP, or within the community, to the extent such information is available and provided
to Everside by Client. On average, calls will be answered within thirty seconds of the call being
placed, and appropriate referrals will be accomplished within five (5) business days of the initial
request. Everside will utilize appropriate crisis protocols for personal crisis situations and will
attempt to de-escalate; to the extent a situation cannot be de-escalated, such calls will be referred
to a Crisis Line. Everside disclaims any representation that it is providing any recommendations
or endorsements to any third -party advisor, counselor, medical practitioner, financial planner, or
other service or product.
(b) Everside will provide authorized participants access to an artificial texting
intelligence platform. This service is educational and informational and is provided only as general
information and does not constitute medical or psychological advice, opinion, diagnosis, treatment
or guarantee. Client acknowledges that the use of the AI services is governed by user terms, and
Everside reserves the right to terminate any participant's access to the AI services upon violation
or suspected violation of such user terms. Client is responsible to ensure participants comply with
7
the terms of authorized use of the AI services. Further, Client acknowledges that participants
assume all risks associated with the use of the AI services, as such services are accessible through
avenues (ex. personal phone or public web services, at the user's election) which are not secure
and not controlled by Everside or any third -party service under contract with Everside.
(c) Client will be responsible to provide eligibility demographics and historical
and ongoing claims information as detailed in Section 4.8(b) of the Agreement, and health
network, employee benefit, and community resource information to augment the triage and AI
resources, in relevant part.
3. VirtualCare MH. If this service is elected above, the following terms shall apply
as to virtual care delivered by psychiatry, psychology, and/or counseling (collectively and
individually "telemedicine mental health") resources:
(a) Everside shall provide medical assessments and associated care rendered by
means of telemedicine communications technologies between a mental health provider as recited
below and a patient, and/or services will also include mental health consultation with the Everside
Medical Team.
(b) Telemedicine mental health encounters are available weekdays during
normal business hours in consistently scheduled blocks of time 48 weeks per year, with a minimum
of 8 hours of time committed per week. Potential hours of operation include from 8AM to 6PM
within the time zone of the patient care site, and will include a thirty -minute break for any day an
individual is required to work at least six hours and needed administration time. The schedule for
such services will be agreed upon and documented between the parties in advance of any go -live.
Any schedule revisions requested by Client are subject to Everside's review and assent and must
be provided at least sixty (60) days prior to the requested effective date. There is no after-hours
coverage for VirtualCare MH.
(c) Everside will make its best efforts to have all telemedicine mental health
encounters delivered by the same providers on a consistent basis to establish long-term patient
relationships and deliver consistent care; however, depending on the hours, turn -over, and fill-in
needs, multiple providers may be used to satisfy scheduling needs.
(d) Interaction will be accomplished primarily between personal devices
maintained by the patient and the mental health provider resource using Everside's telehealth
platform. Client understands and agrees that Everside is not responsible for unavailability of the
services, or for a delay or interruption in performing the services, if due to a network
communications or technology error, failure, or interruption, or to unexpected volume, beyond the
control of Everside, based upon commercially reasonable standards.
(e) The mental health provider may also prescribe medication, order tests or
procedures, or make other decisions regarding a patient's follow-up care, as appropriate. Such
8
medication, tests, and labs are not a part of this Agreement; however, the provider may refer the
patient to the Client's Everside Health Center (if any) for certain labs, in which case such services
will be billed in accordance with Exhibit F. Client understands that controlled substances cannot
be prescribed through the telepsychiatry program.
(t) Everside shall cause third -party professional personnel rendering mental
health services to be covered by the following malpractice insurance coverages: (i) psychiatrists
will each have minimal limits of $1 million ($1,000,000) per occurrence and $3 million
($3,000,000) in the aggregate; (ii) all other non -psychiatrist personnel, including licensed clinical
social workers, nurse practitioners, physician assistants, and psychologists, will be covered at
shared limits of $1 million ($1,000,000) per claim and $3 million ($3,000,000) in aggregate.
(g) The professional conduct of each professional engaged to perform mental
health services under this section is governed by applicable state laws and standards of care.
Neither Everside nor Client shall exercise any control or direction over the method or manner in
which each such professional exercises his or her own independent professional discretion, except
to the extent the professional is violating applicable law. If the professional provided by Everside
determines the modality for use for a particular patient is unable to provide all pertinent clinical
information that a health care professional exercising ordinary skill and care would deem
reasonably necessary for an acceptable level of safety and quality in the context of that particular
encounter, the professional provided by Everside retains discretion to recommend in -person
evaluation by a licensed professional.
4. Reporting. Everside will provide Client with periodic reporting capturing elected
mental health services utilization and trend. This reporting will augment the reporting referenced
in section 3.2 of the Agreement. Ad hoc reporting (defined as non-standard reporting as of the
time of the requested data) is subject to additional charge.
5. Fees. Client shall pay Everside the following fees to support the mental health
services elected by Client above:
(a) As consideration for the Ment4Me Services, Client shall pay to Everside a
fee of $4,566.49 (the "Ment4Me Fee") each month.
(b) On or about the anniversary of the initial contract and each subsequent year
during the Initial Term or any Renewal Term, the Monthly Fee shall be increased by a rate of three
percent (3.0%) per year, pursuant to Section 5.2(b) of the Agreement.
(c) VirtualCare Variable Costs:
(i) Equipment and Supplies. Client will also be responsible for the cost
of clinical and administrative supplies and minor equipment reasonably necessary for the start-up
and continued operation of the telemedicine mental health care. All supplies and equipment
required for the on -going operation of the services shall be ordered by Everside and invoiced to
9
Client on a monthly basis.
(ii) Upon contract termination (or termination of this Exhibit), Client
shall pay copying charges of $0.75 per page, plus the actual costs to produce x-rays and other such
reports, plus actual shipping/transmittal costs, for patient medical records requested by patients.
If the records are subject to a mass data transfer to a successor provider under a medical records
transfer agreement acceptable to Everside, Client shall bear the costs of such transfer. Client
acknowledges extra protections and procedures are afforded "psychotherapy notes" under HIPAA
and the same may not be subject to transfer, per HIPAA.
6. DISCLAIMER OF WARRANTIES. ALL THIRD -PARTY SERVICES AND
PRODUCTS ARE PROVIDED "AS IS" AND EVERSIDE HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND
EVERSIDE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT,
AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE
PRACTICE. WITHOUT LIMITING THE FOREGOING, EVERSIDE MAKES NO
WARRANTY OF ANY KIND THAT ANY SERVICES OR MATERIALS, OR ANY
PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY
OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE
ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE,
SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF
HARMFUL CODE OR ERROR FREE. ANY REPRESENTATION OR WARRANTY OF OR
CONCERNING ANY THIRD -PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND
THE THIRD -PARTY OWNER OR DISTRIBUTOR OF THE THIRD -PARTY MATERIALS, IF
ANY; PROVIDED, HOWEVER, ALL WARRANTIES PROVIDED BY SUCH THIRD
PARTIES TO EVERSIDE ARE HEREBY DELEGATED TO CUSTOMER TO THE EXTENT
DELEGABLE AND EVERSIDE AGREES TO PROCURE ALL APPROPRIATE CONSENTS
AND RIGHTS FOR CLIENT TO USE THIRD -PARTY SERVICES OR DELIVERABLES
WITHIN THE SCOPE OF THIS AGREEMENT.
7. Termination. This Exhibit may be terminated by either party with sixty (60) days'
advance written notice.
10
Department
HUMAN RESOURCES
Requested BOCC Agenda
Date*
0616/2021
Due Date.
06,112 2021
Entity Name*
EVERSIDE HEALTH LLC
Entity ID*
00043763
Contract Name*
WCEMC EVERSIDE HEALTH CLIENT AGREEMENT
Contract Status
CTB REVIEW
Contract ID
4861
Contract Lead*
RROSE
Contract Lead Email
rroseOco.weld.co.us
❑ New Entity?
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
AGREEMENT FOR EMPLOYEE HEALTH SERVICES AT THE WELD COUNTY EMPLOYEE MEDICAL CLINIC.
$624,000.00 ANNUALLY - 52,0000 MONTHLY FOR 3 YEARS,: 2 YEAR EXTENSION POSSIBLE
ADJUSTED 3.5% AFTER FIRST YEAR AND EACH YEAR AFTER
Contract Description 2
Contract Type*
AGREEMENT
Amount*
5624,000.00
Renewable *
YES
Automatic Renewal
NO
Grant
Department Email
CM-
HurnanRescources v�eldgov.c
am
Does Contract require Purchasing Dept. to be included?
Department Head Email YES
CM-HumanResources-
DeptHeadeldgov.com Bid/REP
P *
82100064
Will a work session with BOCC be required?*
HAD
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
C:M-
COU NTYATTORNEYWELDG
OV. COM
if this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Effective Date
06i14/2021
Termination Notice Period
Contact Name
Contact Type
RICK KJERSTAD PRIMARY
Purchasing Approver
ROB TURF
Department Head
RYAN ROSE
OH Approved Date
06/14.2021
BOCC Approved
BOCC Signed Date
BOCC Agenda. Date
06/16/2021
Originator
SWHITMORE
Review Date*
01/01/2021
Committed Delivery Date
Contact Email
RICK. KJ ERSTADC EWERS I DEHEALTH. COM
Finance Approver
BARB CONNOLLY
Renewal Datel'
01/01/2024
Ex pi ration Date
Contact Phone 1 Contact Phone 2
30.3-801-0415
Purchasing Approved Date
06115;2021
Finance Approved Date
06J15 2021
Tyler Ref #
AG 061621
Legal Counsel
BOB CHOATE
Legal Counsel Approved Date
06,15,,2021
TO:
MEMORANDUM
Esther Gesick, Clerk to the Board March 22, 2021
FROM: Patti Russell, HR Director,
Ryan Rose, Director of Administration/Chief Information Officer
SUBJECT: B2100064, Onsite Medical Clinic
BOCC Approval Date: April 28, 2021
Proposals were received and opened on March 16, 2021 for Onsite Medical Clinic. Six
proposals were received ranging from $1,776,615 to $3,126,903 for a three-year
contract. Attached is the bid tabulation for your information.
The Human Resources staff, along with our Director of Administration/CIO, reviewed all
proposals and the scoring of the RFP responses is attached. As apparent by the
scorecard, Everside Health out of Denver, CO scored the highest and best meets our
business needs compared to the other solutions proposed. Their cost of $2,359,629 will
be for the Implementation and three-year term of services. The fact that we would also
have access to greater services than others provided is an asset as well.
We don't believe that Mobil-MED Work Health Solutions, Inc., the lowest bidder actually
met the specs of the Bid that was advertised. The provided proposal was not complete.
With the above information, I recommend the BOCC award the Onsite Medical Clinic to
Everside Health for a total amount of $2,359,629.
OMf a8
Qoai-O ICc
PE 0033
WCEMC Scoring Criteria
VENDORS
SCOPE
PROPOSAL
20%
OF
FIRM
CAPABILITY
20%
ASSIGNED
PERSONNEL
15%
INVESTMENT
RETURN
COST
20%
/
ON
COMPATABILITY
15%
WC
COMPATABILITY
WELLNESS
10%
Score
Ranking
W/ o
(W/go
Live)
Score
WITHOUT
Go
Live
GO
(10-50)Weighted
LIVE
CareATC
(option
1)
50.00
60
50
40
40
60
30
10.00
12.00
7.50
8.00
6.00
6.00
30.00
79.50
4
I
49.50
4
Concentra
55.00
50
50
60
40
50
20
2
11.00
10.00
7.50
12.00
6.00
5.00
20
71.50
5.5
51.50
Ji
Cerner Corp.
40.00
40
55
30
50
40
50
5
8.00
8.00
8.25
6.00
7.50
4.00
50
_
91.75
3
1
41.75
Everside
80.00
80
75
70
70
70
40
1
16.00
16.00
11.25
14.00
10.50
7.00
40
114.75
1
74.75
Marathon
Health
45.00
60
40
80
40
30
40
9.00
12.00
6.00
16.00
6.00
3.00
40
92.00
2
52.00
3
April 19, 2021
Weld County Human Resources
1150 O Street
PO Box 758
Greeley, CO 80632-0758
Phone 970-400-4234
Fax 970-352-9019
www.co.weld.co.us
To: Board of County Commissioners
From: Patti Russell
Subject: Weld County Employee Medical Clinic Bid # B2100064
As advertised this bid is for the Weld County Employee Medical Clinic provider. The Human Resources
Department is requesting the approval be extended to April 28, 2021. HR received the Best and Final
Offers from our vendors, we are requesting time to analyze these numbers and see which vendor would
be best for the County and our employees.
If you have any questions, please contact me at extension 4230.
Sincerely,
Patti Russell
Director, Human Resources
y/ai
aoai -opl‘.
HUMAN RESOURCES
Phone: (970) 400-4234
Fax: (970) 400-4024
www.weldgov.com
1150 0 Street
Greeley, CO 80631
April 8, 2021
To: Board of County Commissioners
From: Patti Russell
Subject: Weld County Employee Medical Clinic Bid # B2100064
As advertised this bid is for the Weld County Employee Medical Clinic provider. The Human Resources
Department is requesting the approval be extended to April 21, 2021 to receive the best and final offers
from the finalists.
If you have any questions, please contact me at extension 4230.
Sincerely,
Patti Russell
Director, Human Resources
Ooall-Ogtc°
PEOO33
HUMAN RESOURCES
Phone: (970) 400-4234
Fax: (970) 400-4024
www.weldgov.com
1150 0 Street
Greeley, CO 80631
April 2, 2021
To: Board of County Commissioners
From: Patti Russell
Subject: Weld County Employee Medical Clinic Bid # B2100064
As advertised this bid is for the Weld County Employee Medical Clinic provider. The Human Resources
Department is requesting the approval be extended until April 12, 2021
If you have any questions, please contact me at extension 4230.
Sincerely,
Patti Russell
Director, Human Resources
OBI /o 5
aoal- o1Co
P2,0033
WELD COUNTY PURCHASING
1150 O Street, Room #107, Greeley, CO 80631
E-mail: cmpetersaweldgov.com
E -Mail: reverett(a7weldgov.com
E -Mail: rturfaweldgov.com
Phone: (970) 400-4223, 4222 or 4216
Fax: (970) 336-7226
DATE OF BID: MARCH 18, 2021
REQUEST FOR: ON -SITE MEDICAL CLINIC SERVICES
DEPARTMENT: HUMAN RESOURCES
BID NO: #B2100064
PRESENT DATE: MARCH 22, 2021
APPROVAL DATE: APRIL 5, 2021
VENDORS
CERNER HEALTH CONNECTIONS, INC
2800 ROCKCREEK PKWY
NORTH KANSAS CITY, MO 64117
CAREATC, INC
4500 S 129TH E AVE
TULSA, OK 74134
MOBILE-MED WORK HEALTH SOLUTIONS, INC.
DBA, WORK HEALTH SOLUTIONS
2101 FOREST AVE, STE 220A
SAN JOSE, CA 95128
COCENTRA HEALTH SERVICES, INC.
5080 SPECTRUM DR; 1200W
ADDISON, TX 75001
MARATHON HEALTH, LLC
20 WINOOSKI FALLS WAY, STE 400
WINOOSKI, VT 05404
EVERSIDE HEALTH
1400 WEWATTA ST, STE 350
DENVER, CO 80202
THE HUMAN RESOURCES OFFICE IS REVIEWING THE BIDS.
2021-0816
o3/a
PaO033
Hello