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Home My WebLink About541195 MARATHON HEALTH INC - CONTRACT - RFP - 7512 ON-SITE EMPLOYEE WELLNESS CLINICHealth Services Agreement 7512 On-Site Employee Wellness Clinic Page 1 of 31 HEALTH SERVICES AGREEMENT between City of Fort Collins and Marathon Health, Inc. THIS HEALTH SERVICES AGREEMENT (this “Agreement”) is made and entered into to be effective as of August 8, 2014 (the “Effective Date”) by and between CITY OF FORT COLLINS, a home rule municipality (“Client”), with principal offices at PO Box 580, Fort Collins, CO 80522 and MARATHON HEALTH, INC. (“Marathon”), a Delaware Corporation with principal offices at Champlain Mill, 20 Winooski Falls Way, Suite 400, Winooski, VT 05404. Client and Marathon may each be referred to in this Agreement as a “Party” and, jointly, as the “Parties”. WITNESSETH WHEREAS, as part of its overall healthcare program, Client desires to furnish to its employees certain preventive, wellness, disease management, health consultation, occupational health and/or primary care services; and WHEREAS, Client desires to retain Marathon to furnish such preventive, wellness, disease management, health consultation, occupational health and/or primary care services. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement together with all exhibits, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Client and Marathon hereby agree as follows: Article I Definitions 1.1 “Care Provider” means a staff member or independent contractor of Marathon who provides care or consultation services directly to Participants. 1.2 “Collaborating Physician” means an appropriately licensed physician who has a collaborative relationship with a nurse practitioner or physician’s assistant as required under the laws of the state in which such nurse practitioner or physician’s assistant is providing services. 1.3 “Participant” means an individual, age 6 years or more, eligible to participate in the Marathon Services as determined by the eligibility criteria of Client’s health plan or as otherwise determined by Client. Article II Services; Relationship Between the Parties 2.1 Services. Marathon will provide Client with the services described and set forth in Schedule A (the “Marathon Services”). Services that do not clearly fall within the description set forth on Schedule A shall be outside the scope of this Agreement, and Client shall instruct Participants to seek outside assistance for such matters with an alternate healthcare provider. Marathon may provide some of the Marathon Services by engaging the services of third party contractors, particularly for professional services. 2.2 Implementation Timeline. Marathon and Client may mutually agree to modify Marathon’s standard implementation timeline as needed to allow Marathon to DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 2 of 31 commence the Marathon Services on the Commencement Date of the Initial Term of this Agreement. 2.3 Independent Contractors. Marathon, and each of the third party contractors delivering services hereunder, is an independent contractor with respect to the services provided under this Agreement and is not the agent or employee of Client. Notwithstanding any authority granted to Client herein, Marathon and/or any Care Provider or Collaborating Physician shall retain the authority to direct or control his, her or its medical decisions, acts or judgments. 2.4 Employee Benefit Plans. The programs and services provided under this Agreement are not designed or intended to be provided under any Client employee benefit plan or program. Accordingly, neither Marathon, nor any of the third party contractors it may engage, is a fiduciary, trustee, or sponsor with respect to these programs or services. In the event the programs and services become part of a Client employee benefit plan or program, Marathon, and each of the third party contractors it may engage, shall be considered to be acting only as a consultant to Client with respect to such matters and shall not be considered in a fiduciary, trustee or sponsor relationship in such plan. Article III Contract Period 3.1 Term. The “Initial Term” of this Agreement shall begin on the Effective Date and shall continue for one (1) year from January 14, 2015 (the “Commencement Date”), unless terminated earlier as provided for in Article VII, below. During the Initial Term, but prior to the Commencement Date, Marathon shall provide the “Implementation Services” as described and required in Schedule A and on the Commencement Date Marathon shall begin providing the “Ongoing Services” as described and required in Schedule A. 3.2 Renewal Terms. After the Initial Term, at the option of the City this Agreement may be renewed for four (4) consecutive additional terms of one (1) year (each a “Renewal Term” and together, the “Renewal Terms”). Notice of the City’s decision to renew shall be by giving written notice not less than three (3) months prior to the expiration of the then current term. Such Renewal Term(s) shall be subject to the termination provisions set forth in Article VII below. The Parties agree that they shall begin good faith negotiations regarding any material changes to the terms of this Agreement no later than six (6) months prior to the end of the then current term. Article IV Payment Terms; Pricing 4.1 Fees. Marathon will submit invoices to Client for the fees as set forth in Schedule B. With the exception of reimbursement of reasonable expenses as otherwise provided in this Agreement, such fees shall be the only compensation to Marathon under this Agreement. Fees shall be firm for the initial two (2), one (1) year terms. Thereafter, in the event the City elects to renew the Agreement the fee is subject to change at the time of the annual renewal up to a maximum of two (2) percent per year. Marathon shall provide written notice of any proposed change to fees not less than three (3) months prior to the expiration of the then current term. Such proposed change in fees shall be subject to the Client’s approval. Payment is due for all undisputed charges within thirty (30) days of receipt of an invoice. DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 3 of 31 4.2 Failure to Pay. Failure to pay an invoice when due shall constitute a breach of this Agreement and Marathon reserves the right to terminate this Agreement or suspend services upon a breach by Client that continues more than thirty (30) days after the invoice due date. Marathon reserves the right to refrain from providing services to Client, if full payment is not made when due for undisputed charges, until such time as payment in full has been made. In the event that Marathon continues to provide services during a period of time when Client is in breach, such continuance of services will not operate as a waiver of Marathon’s right and ability to utilize any and all remedies available to Marathon under applicable laws. 4.3 Tax Obligations. All fees for services purchased or licensed in this Agreement, unless otherwise noted, are exclusive of applicable taxes. Client agrees to pay all applicable sales, use or service taxes imposed by any state or local tax authority on the services or payments provided hereunder (other than taxes calculated on the basis of the net income of Marathon and Marathon’s sales and use tax obligations under Section 5.1 below) which Marathon may be required to pay or collect. Any such tax due is in addition to the fees charged by Marathon herein and will be listed separately on invoices. To the extent Marathon has not collected and remitted any applicable tax for Client in reliance upon an erroneous representation of Client as to its tax status, Client’s obligation to pay taxes shall include any interest and penalties imposed by any taxing authorities. If a certificate of exemption or similar document or proceeding is necessary in order to exempt the sale from sales or use tax liability, Client shall obtain and produce such certificate, document or proceeding, at its sole expense. Article V Duties of Marathon 5.1 Equipment and Supplies. At its sole cost and expense, Marathon shall provide or arrange for the provision of such equipment, supplies, professional services and such other support services necessary for the performance of its obligations under this Agreement. Marathon shall retain ownership of and/or control over the equipment and/or supplies provided under this Agreement. Marathon shall also be responsible for paying any and all sales and use taxes owed for such equipment, supplies and services. 5.2 Qualified Care Providers. Marathon shall employ or engage qualified and appropriately licensed or certified (if applicable) Care Providers to provide the services that Marathon is obligated to provide under this Agreement. It shall be Marathon’s responsibility to select, contract with and manage any third party contractors, all in accordance with the terms of this Agreement. Such third party contractors may include an affiliated professional corporation to provide the acute and other health care services, for which it will be paid fair market value by Marathon, and may include other contractors, such as those for biometric screenings. Marathon shall retain responsibility for any such delegated and/or subcontracted services and shall monitor performance of such services on an ongoing basis to ensure the compliance with all its applicable obligations under this Agreement. 5.3 Independent Contractor. Marathon shall at all times remain an independent contractor. Nothing contained herein shall be construed to create an agency, joint venture, or joint enterprise relationship between the Parties. Marathon and its personnel and contractors are not Client’s personnel or agents, and Marathon assumes full responsibility for their DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 4 of 31 actions. Marathon shall comply with all laws and regulations governing the services being performed under this Agreement. Marathon, at its sole expense, shall obtain any and all licenses and permits required for the services performed by its personnel and contractors, including but not limited to any and all visas, work permits, etc. required by applicable laws and regulations. Marathon shall be solely responsible for the payment of compensation of Marathon personnel and contractors performing services hereunder, and Marathon’s personnel and contractors are not entitled to the provision of any Client employee benefits. Client shall not be responsible for payment of worker's compensation, disability or other similar benefits, unemployment or other similar insurance or for withholding income or other similar taxes or social security for any Marathon personnel and contractors, but such responsibility shall solely be that of Marathon. 5.4 Performance of Client Obligations. Marathon shall not be responsible for any delay or lack of performance of the Marathon Services due solely to the failure of Client or a Participant to provide information necessary to fulfill its obligations as required under this Agreement. 5.5 Compliance with Law. Marathon shall not direct or encourage Client or any Participant to act or refrain from acting in any way which, to its knowledge, would violate any applicable law or regulation. Marathon shall not act in any way which, to its knowledge, could implicate or involve Client or any Participant in a violation of any such law or regulation. In providing Marathon Services under this Agreement, Marathon shall comply with all applicable federal, state and local laws, rules and regulations. 5.6 Marathon Health Reports. Marathon shall provide to Client the reports described in Schedule A4. Article VI Duties of Client 6.1 Internet Connections. Client will provide dedicated, unrestricted, business class DSL or business class cable services. Ethernet handoff to be implemented into a Marathon owned and operated firewall/router. Client is responsible for premise wiring to facilitate connectivity from the Marathon firewall to the desktops. Two jacks are required for each employee station. Location of jacks is dependent upon build out of facilities. Minimum requirements include bandwidth requirements of 5 mbps connection (up/down), and 5 static publicly addressable IP addresses. 6.2 Publicity and Promotion. Client will publicize and provide descriptive information, including those standard marketing materials provided by Marathon as described in Schedule A3, about the Marathon Services to all of its employees who may seek services at the location or locations agreed upon by the Parties. Client will provide Marathon with copies of other documents and materials prepared independently by Client describing, publicizing, or significantly affecting the Marathon Services prior to the distribution of such materials. Marathon shall review and comment on such materials within a reasonable time after receipt. Client shall use reasonable efforts to seek Marathon’s input prior to publicizing and providing such information to its employees, which input shall not be unreasonably delayed. DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 5 of 31 6.3 Eligibility Files. Client will provide to Marathon on a weekly basis, or other mutually agreed-upon frequency, a Participant eligibility file, which is necessary to enable Marathon to provide the Marathon Services. The Participant eligibility file will contain the entire population of Participants and will adhere to Marathon’s file specifications. 6.4 Medical Claims Data. To assist in the identification and treatment of Participants with chronic conditions such as diabetes, asthma, heart disease, pulmonary disease and hypertension, Client agrees to make reasonable effort to provide Marathon, through its carrier, third party administrator, or third party vendor for claims data mining, with access to medical claims data for the Participants enrolled in Client’s health plan(s), for the 12 months prior to the initiation of onsite services, and minimally at twelve month intervals thereafter through the term of this Agreement. Marathon will provide Client with the file format defining the specifications for the data. 6.5 Availability of Resources. Client agrees to consider requests from Marathon to allow it to utilize internal resources of Client and to assist Marathon in such utilization, including, but not limited to, training, marketing tools and resources, and technical support necessary to maintain the requirements outlined in Section 6.1, as mutually agreed upon by the Parties, in order to enhance the effectiveness and utilization of the Marathon Services. Client will identify a single, primary point of contact for implementation project management and ongoing account management. 6.6 Compliance with Law. Client shall not direct or encourage Marathon to act or refrain from acting in any way which, to its knowledge, would violate any applicable law or regulation. Client shall not act in any way which, to its knowledge, could implicate or involve Marathon in a violation of any such law or regulation. Article VII Events of Default, Remedies and Termination 7.1 Events of Default. Any one or more of the following shall constitute an event of default under this Agreement (each to be an “Event of Default”): (a) Any failure by Client to pay Marathon in accordance with Article IV of this Agreement; (b) Any material failure by either Party to promptly and fully perform its obligations under this Agreement or to comply with the terms of this Agreement and, provided that such default is not a willful violation of any applicable law or regulation or a threat to any Participant’s health or safety, (which failures must be remedied immediately), the defaulting Party shall have thirty (30) days to remedy such default after written notice of such default by the aggrieved Party to the defaulting Party specifying in detail the nature of the default; and (c) A Party appoints a custodian, liquidator, trustee or receiver or a material portion of its assets become subject to custodian, liquidator, trustee or receiver; or if a party files a voluntary petition in U.S. bankruptcy court; or a Party is generally not paying its debts as they become due or makes an assignment for the benefit of creditors; or bankruptcy, reorganization, or insolvency proceedings or other proceedings for relief under any bankruptcy or similar law or laws for relief of DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 6 of 31 debtors are instituted by or against a Party and are not dismissed within sixty (60) days. 7.2 Remedies. (a) Subject to the terms and conditions of this Agreement, upon an Event of Default by Client, Marathon may, at its option, (i) suspend further Services under this Agreement, (ii) pursue any and all remedies that may be available at law or in equity, and/or (iii) terminate this Agreement. (b) Subject to the terms and conditions of this Agreement, upon an Event of Default by Marathon, Client may, at its option, (i) suspend further payments to Marathon which are specifically associated with such default, (ii) pursue any and all remedies that may be available at law or in equity, and/or (iii) terminate this Agreement. 7.3 Termination Events. (a) This Agreement may be terminated by either Party upon the occurrence of an Event of Default by the other Party. (b) This Agreement may be terminated by a written agreement signed by an authorized individual of both Parties. 7.4 Consequences of Termination. (a) Termination under any section of this Article VII shall not cause either Party to waive any rights it may have to exercise any remedies available to it under any other section of this Agreement or under any applicable law or regulation. (b) In the event this Agreement is terminated by reason of Client’s default, Client shall remain liable for all fees due and payable prior to the date of termination. (c) In the event this Agreement is terminated by reason of a Party’s default, the defaulting Party shall be liable for all direct costs, fees, expenses and damages and/or other amounts, including reasonable attorneys’ fees, which the other Party may incur or sustain which are directly due to such default, including but not limited to, reasonable attorneys’ fees. In the event that the other Party claims any additional direct costs, fees, expenses, damages, and/or other amounts, the defaulting Party agrees to provide upon request such additional financial or accounting records as may be reasonably necessary for the other Party to verify such additional direct costs, fees, expenses, damages, and/or other amounts. In the event this Agreement is terminated by reason of a Party’s default, the other Party shall have no continuing obligations or liabilities under this Agreement except as expressly provided under this Agreement. (d) Except as expressly provided in this Section 7.4(c), notwithstanding anything in this Agreement to the contrary, (a) no Party shall be liable to the other party for incidental or consequential damages resulting from any breach of this Agreement, and (b) the maximum liability of either party to the other for any breach or violation of this Agreement or any addendum to this Agreement shall DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 7 of 31 not exceed an amount equal to the total fees payable under this Agreement. Notwithstanding the foregoing, the limitations on liability set forth in this subsection shall not apply to any Event of Default by a party constituting fraud, gross negligence, or willful misconduct in connection with this Agreement, or claims for indemnification under Article X of this Agreement. (e) Marathon shall maintain Participants’ health records beyond termination of this Agreement in accordance with applicable laws. Article VIII Confidentiality of Participant Records 8.1 Access to Participant Information. Marathon acknowledges and agrees that in the course of performing its duties under this Agreement, Marathon, its Care Providers and/or their agents may acquire or obtain access to or knowledge of health records or other personal and confidential information regarding Participants. 8.2 Safeguard of Information. Marathon, its Care Providers and their agents will safeguard Participants’ health records and other personal and confidential information to ensure that the information is not improperly disclosed and to comply with any applicable law, rule or regulation, including, but not limited to, regulations promulgated by the United States Department of Health and Human Services, pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as the same may be amended from time to time (collectively the “HIPAA Regulations”), the Health Information Technology for Economic and Clinical Health (HITECH) Act, and other federal and state regulations governing the confidentiality of health information, including without limitation mental health, substance abuse and HIV-related information. Individual electronic medical record information is the property of Marathon, subject to each Participant’s rights to his/her individual medical information. 8.3 Granting of Access. Marathon will afford access to Participant’s health records or personal and confidential information to other persons only as allowed or required by law or regulation. Marathon shall not grant access to patient records, patient information, and other personal and confidential data to any individual or to Client except as provided in this Section 8.3. 8.4 Compliance Assistance. To the extent Marathon utilizes space provided by Client in providing services under this Agreement, the Parties agree to collaborate regarding facility security and access. Article IX Confidentiality of Business Information 9.1 Restriction of Use; Confidentiality. Each of the Parties agrees not to use any Confidential Information (as defined below) for any purpose other than to accomplish the intent of this Agreement. No other rights or licenses to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement. Confidential Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Each Party agrees to keep all such Confidential Information confidential and, at a minimum, treat this Confidential Information in the same confidential manner it would treat its own most confidential DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 8 of 31 information, and shall not disclose it to others or use it for any purpose except as required to accomplish the intent of this Agreement. 9.2 Confidential Information. For purposes of this provision, the term “Confidential Information” shall mean any business practices, methods of doing business, or written or electronic materials relating to its business and shall also include without limitation any written material of the type that is proprietary, including, without limitation, software programs, technical information, patent applications, patent disclosures, prototypes, samples, business apparatus, forms of reports, know-how, and other materials marked “confidential”, or confidential information disclosed verbally if set forth in a writing which is provided to the recipient within 15 days of verbal disclosure thereof. Confidential Information shall not, however, include information that is governed by the confidentiality provision of Article VIII, or any information which recipient can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to recipient; (ii) becomes publicly known and made generally available after disclosure to recipient through no action or inaction of recipient or its affiliates; or (iii) is in the possession of recipient, without confidentiality restrictions, at the time of disclosure as shown by recipient’s files and records immediately prior to the time of disclosure. Nothing in this Agreement shall be deemed to prohibit recipient from disclosing any Confidential Information that is (i) required by law to be disclosed, including, without limitation, any and all such Confidential Records the Client is required to publicly disclose under the Colorado Open Records Act (CRS §24-72-200.1, et. seq.) (provided, however, that in the event of such requirement, prior to disclosing any Confidential Information, recipient will notify the disclosing Party of the scope and source of such legal requirements and shall give the disclosing Party the opportunity to challenge the need to disclose and/or limit the scope of disclosed information) or (ii) pursuant to the written consent of the disclosing Party. 9.3 Indemnification. To the extent permitted by law, each Party hereby agrees to indemnify and hold harmless the other Party from any damage, loss, cost or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from its unauthorized use or disclosure of Confidential Information. Each Party acknowledges and agrees that monetary damages would be both incalculable and an insufficient remedy for any breach of this Agreement and that any such breach would cause either Party irreparable harm. Accordingly, each Party also agrees that, in the event of any breach or threatened breach of this Agreement, the disclosing Party, in addition to any other remedies at law or in equity it may have, shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Article X Indemnification and Insurance 10.1 Indemnification. To the extent permitted by law, each Party shall defend, indemnify and hold harmless the other Party, its subsidiaries and affiliated companies, and their respective directors, officers, employees and agents (the “Indemnified Parties”) from and against all claims, causes of action, suits, losses, damages, reasonable attorneys’ fees and costs (collectively referred to in this Article X as “Liabilities”) that arise directly from or out of any third party claim asserted against any Indemnified Party alleging negligence by the first Party or its employees or agents in the performance of services and other duties and responsibilities in connection with this Agreement. Marathon and DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 9 of 31 the Client each agree that the insurance coverages required in Sections 10.2, 10.3 and 10.4 do not eliminate or reduce their respective defense, indemnification, and hold harmless obligations under this Section 10.1. 10.2 Marathon Insurance. Marathon and its subcontractors shall maintain and pay for all of the following insurance coverages during the term of this Agreement and all renewals thereof: (a) Medical Professional liability coverage with limits of $5 million per claim and $5 million aggregate. (b) General liability coverage including Products, Completed Operations, Personal and Advertising Injury with limits of $5 million per claim and $5 million aggregate. (c) Umbrella/excess liability insurance covering professional and general liability with limits of $2 million per claim and $2 million aggregate. (d) Network Security and Privacy Liability Coverage related errors and omissions liability coverage including media liability with limits of $5 million per claim and $5 million aggregate. (e) Property and casualty coverage for its materials, equipment, furnishings, supplies, and all owned personal and/or business property and improvements located on Client’s premises under the standard “Special Form” coverage to its full replacement cost, without depreciation, adjusted yearly. (f) Workers’ compensation and other statutory insurances as required. 10.3 Insurance Requirements. The insurance coverages Marathon and its subcontractors are required by Section 10.2 to maintain shall be with insurers duly licensed or approved to do business in the State of Colorado and that have an “A.M. Best” rating of not less than A-VII. The coverages required in subparagraphs (a), (b), (c) and (d) of Section 10.2 must be written on a “per-occurrence basis”, or if written on a “claims-made basis”, provide for continuous “tail coverage” of at least three (3) years beginning at the time this Agreement terminates. The Client and its officers and employees shall be named as “Additional Insureds” under the coverages required under paragraphs (b), (c) and (d) of Section 10.2 and these policies shall be written on a primary basis, non-contributory with any other insurance coverages and self-insurance carried by the Client. Prior to providing any of the Marathon Services, Marathon must submit to the Client and the Client must approve certificates of insurance evidencing all the insurance coverages Marathon is required to maintain under Section 10.2. For those policies on which the Client is to be named as an Additional Insured, the certificates of insurance shall state that the policy carrier will provide the Client at least thirty (30) days advance written notice for the cancellation, non-renewal or material changes to the policy. On all other policies, Marathon shall provide the Client with at least thirty (30) days advance written notice for the cancellation, non-renewal or material changes to such policies. Failure of Marathon to fully comply with the requirements of Section 10.2 and this Section 10.3 shall be considered an Event of Default under Article VII of this Agreement. DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 10 of 31 10.4 Client Insurance. Client shall insure, and pay for the following insurance coverages during the term of this Agreement and all renewals thereof and/or self-insure for such coverages: (a) General liability insurance covering Client’s business operations on the premises in which the Marathon Services will be performed. (b) Property and casualty coverage for all of Client’s real and personal property to which Marathon and its employees are granted access or given use, to its full or depreciated value, at Client’s option, to include, but not be limited to, insurance on space needed by Marathon for the performance of its obligations under this Agreement and all Client’s infrastructure and improvements to such space. (c) Other insurances typically maintained within Client’s industry. Article XI Use of Client’s Premises 11.1 Client’s Premises. The Client is the owner of the premises described in Schedule C attached and incorporated by reference (the “Premises”). 11.2 Use of Premises. The Client hereby grants to Marathon the exclusive right to use the Premises for the sole purpose of providing to the Client and its employees the Marathon Services as described in Schedule A. Marathon shall not use the Premises for any other purpose. Marathon acknowledges and agrees that this Agreement constitutes merely the right to use and occupy the Premises for the limited purpose of providing the Marathon Services and does not create or convey to Marathon any interest in real property. 11.3 Term and Termination of Use. Marathon’s right granted herein to use the Premises shall begin on January 1, 2015 and shall terminate as of the termination date of this Agreement. Upon such termination, Marathon shall immediately vacate the Premises and surrender possession of it to the Client. In vacating the Premises, Marathon shall remove all personal property and fixtures not owned by the Client. If Marathon fails to so remove such personal property and fixtures, the Client shall have the absolute right to keep, convey, destroy, or otherwise dispose of such property in any manner the Client chooses. Marathon shall also return the Premises to the Client in as good of a condition as when possession of it was delivered to Marathon, reasonable wear and tear excepted. Any reasonable costs the Client incurs in disposing of Marathon’s personal property and fixtures, and in repairing any damages to the Premises in excess of reasonable wear and tear, shall be paid by Marathon to the Client within thirty (30) days of it receiving the Client’s written statement of such costs. 11.4 Client’s Responsibilities. The Client agrees to make, at its sole cost, the improvements to the Premises described in Schedule C attached and incorporated by reference (the “Premises Improvements”). The Client agrees to complete the Premises Improvements before possession of the Premises is delivered to Marathon. The Premises Improvements shall be considered the Client’s property and shall not be removed from the Premises by Marathon without the Client’s prior written consent. During the term of this Agreement, the Client shall be responsible for keeping the Premises in good condition, working order and repair, which shall include, without limitation, structural DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 11 of 31 support, the roof, plumbing, electrical, windows and exterior walls. The Client shall also be responsible for the payment of all utilities serving the Premises including, but not limited to, electricity, natural gas, water, sewer, stormwater, trash service, and telephone and internet services. 11.5 Marathon’s Responsibilities. Marathon shall be responsible, at its sole costs, for medical waste management. Marathon shall keep the Premises in a clean, orderly and safe condition, and free of litter, debris and any unsightly, unsanitary or dangerous condition. The Client will be responsible for other routine cleaning to be done on a schedule by Client that is reasonable and leaves the Premises in presentable and healthy condition. This includes trash disposal (non-medical waste only), floor cleaning, and basic janitorial services. Marathon personnel will actively take care of cleansing of equipment and supplies as necessary. 11.6 Alterations and Improvements. Marathon shall make no alterations or improvements to the Premises without the prior written consent of the Client. All alterations, changes and improvements built, constructed, or placed on the Premises by Marathon, shall be the property of the Client upon and remain on the Premises at the termination of this Agreement, except as otherwise provided by written agreement between the Client and Marathon. 11.7 Dangerous Materials. Marathon shall not keep or have on the Premises any article, item or thing of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire to the Premises or that might be considered hazardous or extra hazardous by any responsible insurance company, or that may be subject to special handling or management requirements under federal, state or local law. 11.8 Total or Partial Destruction. If the Premises or any part thereof are destroyed or so damaged by fire or other casualty as to become untenable, the Client will make reasonable efforts to identify an alternative premises for Marathon to provide Marathon Services under this Agreement. If the Premises are only slightly damaged by fire or the elements so as to not render the same untenable and unfit for occupancy, the Client will repair the same with all reasonable speed. Marathon will have no claims for compensation or damages against the Client because of any inconvenience or annoyance arising from the necessity or repairing any portion of the Premises as a result of any total or partial destruction. 11.9 Right of Inspection. The Client shall have the right at all reasonable times, during the term of this Agreement, to enter the Premises for the purpose of inspecting the Premises provided that the Client shall notify Marathon orally or in writing prior to such visit. This notice shall not apply in the event of an emergency reasonably requiring the Client’s immediate access to the Premises. Article XII Miscellaneous 12.1 Force Majeure. Neither Party shall be liable for failure or delay in performance due to any cause beyond the reasonable control of such Party (a “Force Majeure Event”); provided that such Party shall have (i) used its best efforts to avoid such Force Majeure Event and to minimize the impact of same on the other Party and (ii) rendered to the other Party prompt DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 12 of 31 written notice thereof when first discovered, fully describing its probable effect and duration. The term “Force Majeure Event” shall include, but not be limited to, acts of God or the public enemy; expropriation or confiscation; war, rebellion, civil disturbances, sabotage, and riots; strikes or other labor disputes that are not due to the breach of any labor agreement by the affected Party hereunder; inability to obtain any local, state or federal governmental approval due to actions or omissions by any such governmental authority that were not voluntarily induced or promoted by the affected Party hereunder; and floods or unusually severe weather that could not have been reasonably anticipated, fires, explosions, and earthquakes, and other similar occurrences. Force Majeure Event shall not include economic hardship or changes in market conditions. 12.2 Entire Agreement. The Parties acknowledge that this Agreement, including any attachments, schedules and addendum that are attached hereto and incorporated herein by reference, represents the entire agreement and understanding of the Parties with reference to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, understandings, and any other negotiations and discussions, whether oral or written, of the parties and/or subsidiaries of the parties with respect to the same subject matter hereof. Each Party acknowledges that no other promises, representations or agreements, whether written or verbal, have been made by the other Party, its agents, employees or legal representatives as an inducement for the execution of this Agreement. The Agreement replaces all prior understandings and agreements of the Parties, written or oral, with respect to the subject matter covered herein. 12.3 Notices. All notices to be delivered under this Agreement shall be in writing and shall be delivered by hand or deposited in the United States mail, first-class, certified mail, postage prepaid, return receipt requested to the following addresses: To Client: City of Fort Collins PO Box 580 Fort Collins, CO 80522 Tel – (970) 221-6779 Attn: Gerry Paul, Director of Purchasing & Risk Management To Marathon Health: Marathon Health, Inc. Champlain Mill 20 Winooski Falls Way, Suite 400 Winooski, VT 05404 Tel - (802) 857-0400 Fax - (802) 857-0498 Fax Attn: Jerry Ford, CEO 12.4 Severability. If any provision of this Agreement is determined to be unenforceable or invalid, such determination will not affect the validity of the other provisions contained in this Agreement. Failure to enforce any provision of this Agreement does not affect the rights of the Parties to enforce such provision in another circumstance. Neither does it affect the rights of the Parties to enforce any other provision of the Agreement at any time. 12.5 Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado to the extent not preempted by federal law. Venue for any judicial action to interpret or enforce the provisions of this Agreement shall only DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 13 of 31 be in Larimer County District Court for the Eighth Judicial District of Colorado. Notwithstanding any other provisions of this Agreement to the contrary, Marathon and the Client acknowledge and agree that the Client’s obligations under this Agreement may be subject to certain limitations under the Colorado Constitution and statutes and under the Client’s Municipal Charter and Code and, therefore, the Client’s performance of its obligations hereunder shall be subject to and in accordance with all such provisions, including, without limitation, the following: (1) those found in Article X, Section 20 of the Colorado Constitution and in the Client’s Charter Article V, Section 8, which provide that any multiple fiscal year debt or financial obligation herein shall be subject to annual appropriation; and (2) those found in Article XI, Section 1 of the Colorado Constitution and in the Client’s Charter Article V, Section 16, which limit the Client’s legal authority to indemnify or be responsible for the liability of any private person or entity. In addition, nothing herein shall be deemed a waiver by the Client or by its officers and employees of the immunities, defenses and limitations to liability available to them under the Colorado Governmental Immunity Act (CRS §24-10-101, et seq.) or under any other applicable law. 12.6 Amendment. This Agreement may be amended by Client and Marathon only by a writing duly executed by an appropriate officer of Marathon and Client. This requirement is not intended to preclude the Parties from making decisions regarding day to day operations. 12.7 Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. The rights and duties of Marathon and Client under this Agreement shall not be assignable by either Party without the prior written consent of the other Party. Any such assignment made by a Party without the other Party’s prior written consent shall be deemed null and void and of no effect. 12.8 Third Party Beneficiaries. Nothing contained herein shall be construed to confer any benefit on persons who are not Parties to this Agreement. 12.9 Waiver. A failure or delay of either party to this Agreement to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time performance of any of the provisions hereof, shall in no way be construed to be a waiver of such provision of this Agreement or shall not excuse the other party's performance of such, nor affect any rights at a later time to enforce the provision. 12.10 Time of the Essence. Time shall be of the essence with respect to each and every term of this Agreement. 12.11 Prohibition Against Employing Illegal Aliens. Pursuant to C.R.S. §8-17.5-101, et. seq., Marathon represents and agrees that: 12.11.1 As of the date of this Agreement: a. Marathon does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and b. Marathon will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 14 of 31 Program”), an employment verification program established pursuant to C.R.S. §8-17.5-102(5)(c) in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. 12.11.2 Marathon shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. 12.11.3 Marathon is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. 12.11.4 If Marathon obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Marathon shall: a. Notify such subcontractor and the Client within three days that Marathon has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and b. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Marathon shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 12.11.5 Marathon shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in C.R.S. § 8-17.5-102 (5). 12.11.6 If Marathon violates any provision of this Agreement pertaining to the duties imposed by C.R.S. § 8-17.5-102, the Client may terminate this Agreement. If this Agreement is so terminated, Marathon shall be liable for actual and consequential damages to the Client arising out of Marathon’s violation of C.R.S. § 8-17.5-102. 12.11.7 The Client will notify the Office of the Colorado Secretary of State if Marathon violates this provision of this Agreement and the Client terminates the Agreement for such breach. 12.12 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties’ respective successors and permitted assigns. DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 15 of 31 12.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, Client and Marathon have executed this Agreement on this ___ day of ___________, _____. CITY OF FORT COLLINS By: Darin Atteberry City Manager By: Gerry Paul Director of Purchasing & Risk Management ATTEST: ___________________________ City Clerk APPROVED AS TO FORM: ___________________________ Sr. Assistant City Attorney MARATHON HEALTH, INC. By: _______________________________ Jerry Ford CEO DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 8 August 2014 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 16 of 31 SCHEDULE A MARATHON SERVICES DESCRIPTION OF SERVICES Ongoing Services: As of the Commencement Date (January 14, 2015), Marathon shall operate an onsite health center in Fort Collins, CO, including Marathon’s integrated Health Engagement Technology Platform for eligible employees, spouses and dependents age six (6) and over. Implementation Services: During the period beginning on the Effective Date and continuing through the start of the Ongoing Services on the Commencement Date (the “Implementation Period”), Marathon shall provide the Implementation Services detailed in Schedule A1. The following is included in the fixed fees, per Schedule B: Individuals eligible to participate as of the Commencement Date: Employees ......................................................................................................... 1,512 Dependents ........................................................................................................ 2,098 Health Center Staffing: Staffing will include two (2.0 FTE) nurse practitioners, and one (1.0 FTE) medical assistant. The Marathon Health staffing shall include that each mid-level practitioner will have a physician preceptor who provides medical supervision, consultation, chart review, and quality assurance activities. Location and time of services: a. The services provided under this Agreement will be provided at a site to be located at a location to be determined in Fort Collins, CO. b. Hours of operation will be 40 hours per week and may include Saturdays. The core hours of operation will be within 7:00 AM to 6:00 PM. The specific days and hours of operation will be mutually agreed by the parties. c. Notwithstanding the hours of operation described above, the health center shall be closed for 8 holidays and for 4 professional development days per year. Marathon shall provide the Client at least 45 day prior notice for any such professional development day. d. In the event of an unexpected clinician absence due to illness, the health center shall remain open for services to be continued, to the extent possible, by the other regular health center staff member(s). Up to 5 days of such absences that result in no direct care services being provided shall be allowed per year. ONGOING SERVICES INCLUDED IN FIXED FEES Primary care: • Urgent care (Infections, gastrointestinal symptoms, rashes, common illnesses) • Routine annual exams and screenings • Lab draws • Immunizations • Allergies • Pregnancy support & education • Prescription management DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 17 of 31 Onsite Pre-Packaged Pharmaceutical Dispensing (excluding the cost of drugs) Onsite dispensing is currently allowed per latest review of pharmacy law, but is always subject to a complete review based on the particulars of the formulary, health center staff composition and any changes to law. Health Maintenance and Prevention: • Biometric Screening (individual in-house follow-up and new hire screenings only; see optional mass screenings below) ▫ Finger-stick blood test for lipids (HDL cholesterol, LDL cholesterol and triglycerides) and glucose ▫ Blood pressure, height, weight, body mass index and body fat composition. • Health Risk Assessment - Administered online or in paper version screens for: ▫ General health and well-being ▫ Health history including symptoms, conditions and family history ▫ Tobacco use, alcohol use and stress levels • Comprehensive Heath Review (CHR) - For high risk individuals and individuals with chronic disease a CHR utilizing: ▫ Online access to complete the Problem Knowledge Coupler (PKC) Health History and Risk Assessment (HHRA) – a computerized clinical decision support system ▫ 1:1 consultation with the onsite clinician to review assessment results, health history and risk appraisal, set goals and recommend strategies to achieve goals • Lifestyle Risk Reduction - For high risk individuals agreeing to follow-up with the Marathon Health Care provider as their personal health coach: ▫ Work 1:1 with individuals to change behaviors putting them at risk for certain conditions, addressing lifestyle habits such as physical activity, smoking, diet, stress, weight control, cholesterol and blood pressure. ▫ Marathon Health Providers incorporate Transtheoretical Model, Model for Improvement and Motivational Interviewing behavioral change methodologies ▫ Individualized change management plans ▫ Proactive support Disease Management – For individuals with chronic diseases (Diabetes, COPD, Asthma, CHF, CAD, HTN, Depression, Low Back Pain): • Work 1:1 with individuals to empower and educate them to improve their health and quality of life through self-management practices and adherence to a treatment plan that aligns with national clinical guidelines for their disease. • Coaching, symptom monitoring, and disease education • Use of Problem Knowledge Couplers Integrated Health Engagement Technology Platform -- For up to 110% of the employees and spouses eligible to participate: • Personal Health Record with risk profile, wellness score, interactive nutrition and activity trackers, and medical content • Online scheduling system and secure messaging • Electronic Medical Record Account Management and Advisory Services • The Account Management and Advisory Services included in Schedule A2 DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 18 of 31 Participant Communications and Promotions • The Ongoing Communication Program included in the Communication Services in Schedule A3 Management Reporting and Analysis: • The Reporting Services included in Schedule A4 OPTIONAL SERVICES NOT INCLUDED IN FIXED FEES Mass Biometric Screenings Acquisition of flu vaccine and related supplies Cost of onsite Pre-Packaged Pharmaceuticals – Marathon shall be responsible for providing initial stock of pharmaceuticals Cost of other drugs and vaccines ALSO INCLUDED IN THE ONGOING SERVICES: • Labor costs, medical & office supplies, medical liability insurance, worker’s compensation insurance, general liability insurance and all other insurance policies • CLIA-waived tests for cholesterol, blood glucose, streptococcal A, mononucleosis, influenza, hemoglobin A1C, HCG (pregnancy), fecal occult blood, and urinalysis for leukocytes, nitrite, urobilinogen, protein, pH, blood, specific gravity, ketone, bilirubin and glucose. Note that certain tests are not allowed in some states. • One annual onsite stewardship meeting with Marathon’s account manager • Data Services - Up to 3 ongoing activity reports (data extractions in standard format) of encounter, lab or HRA data including initial Mayo HRA and biometric data NOT INCLUDED IN THE ONGOING SERVICES: • Non-CLIA waived tests, CLIA waived tests not included above, external lab processing for physicals, annual exams and screenings • Travel costs for health center staff and health screeners to visit participants at offsite locations (locations other than those regularly operated health centers included at the top of this Schedule A). • Internet connectivity and telephone service for Marathon staff • Additional Account Management and Advisory Services, Communications Services or Reporting Services not included in the fixed fees, per Schedules A2, A3 and A4. DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 19 of 31 SCHEDULE A1 IMPLEMENTATION SERVICES Marathon shall provide the following standard Implementation Services, which are included in the fixed fees. Additional services provided beyond the scope of the deliverables, such as additional site visit days, will be billed as Additional Services: Standard Implementation Package Deliverables (exact media to be determined) Pre-Kick Off Implementation Meeting Sales Transition Meeting: Client, Sales VP and Project Manager meet via conference call to initiate steps in the implementation process. Kick Off Implementation Meeting Initial Implementation Team meeting to start the implementation process. This conference call will include all members of the implementation team (from both Marathon and Client) to provide the foundation and expectations for the implementation process. Functional Workgroup Implementation Meeting Within 3 to 6 weeks, Marathon will provide up to 3 members of the implementation team to be onsite at the Client location for a workgroup session/meeting. Other members of the Marathon Implementation Team will join as needed by conference call. Recruitment/Onboarding of Clinical Team Marathon to cover the advertising cost for all staff positions and up to 2 visits to client site to conduct initial recruitment of clinical team members. Clinical Coverage Plan Marathon to establish and provide coverage plan for clinical staff absences. Clinical Training Marathon will provide initial implementation training for all health center staff during onboarding and onsite at the health center during the go-live week. This includes travel, lodging, meals and materials for shadowing at other Marathon Health centers, orientation week and go-live week. Communication Services Marathon will provide the Pre-Launch Communication Program included in Schedule A3 Information Systems: -IT Equipment Marathon will provide computers for each clinical team staff member, printers, copiers and one kiosk. -IT Set Up Marathon to provide an IT staff for set up for up to 2 days at the health center location prior to scheduled go live date. Project Management -Project Manager client site visits Marathon will provide up to 3 onsite visits by the Project Manager during the implementation process. -Weekly Implementation Calls Marathon will provide weekly implementation calls with the implementation team/client project manager during implementation process. Health Center Set Up -Decor Marathon will provide site posters, accent décor throughout health center, and internal signage. -Medical Furniture Marathon will provide exam table(s) for 2 exam rooms, phlebotomy chair and medical stool(s). -Supplies & Maintenance Marathon will provide office and medical supplies (excluding prescribed medications and vaccinations). Marathon will also provide medical waste management. DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 20 of 31 SCHEDULE A2 ACCOUNT MANAGEMENT AND ADVISORY SERVICES ACCOUNT MANAGEMENT AND ADVISORY SERVICES INCLUDED IN FIXED FEES Account Management and Advisory Services Deliverables Account Manager Introduction During Implementation The Account Manager will be integrated as part of the team early on in the process, allowing him/her to assimilate with the core team on the Client side. One Point of Contact The Account Manager provides one point of contact for triaging issues that may be handled by our team of analysts, clinicians, communications resources and others to ensure any issues are identified and addressed quickly. Monthly Reviews In order to ensure that the client has the resources and information to inform senior management of progress and return on investment of the health center, the account manager will provide the monthly reports described in Schedule A4 to be reviewed on a formal monthly call. Annual Review At a minimum, the Account Manager will provide a face-to-face annual review of the health center business, incorporating the Client-specifics key performance metrics from the previous year, as well as a strategic plan for the next year. Ongoing Health Promotions The Account Manager will work together with each Client to ensure that ongoing communications are managed proactively in order to provide timely and appropriate communications and health promotions, and, in collaboration with the Client’s wellness initiatives, take advantage of other educational opportunities to provide a seamless, synergistic approach to messaging. The promotional outreach may occur in the form of lunch and learns, mailings, posters, etc., as appropriate for the specific initiative. Strategic Planning Working with each Client’s unique business needs, the Account Manager will work together with senior management to ensure that the goals of the health center, and the annual cycles (whether it be surveys, annual report- outs, etc.) are aligned with the client’s strategic goals and objectives. The Account Manager will work collaboratively with the Client’s broker/consultant, as well as other health related vendors (EAP, DM, etc.) to ensure that existing resources are being leveraged. Clinical Coverage Plan Marathon will establish and provide a coverage plan for clinical staff absences due to illness, vacation or continuing medical education (CME) time off. Clinical Training Marathon will provide on-going training for all health center staff. This includes continuing education on motivational interviewing and mindfulness, CME, training on new features within the electronic medical record, updates from the Marathon Health clinical advisory board and guidelines for disease management from sources such as the CDC. DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 21 of 31 SCHEDULE A3 COMMUNICATION SERVICES COMMUNICATION SERVICES INCLUDED IN FIXED FEES Implementation Communication Program (see Pre-Launch Deliverables in table below) • During the Implementation period, Marathon shall provide the following standard implementation package: ▫ Design, production, and printing of material described below. This material is produced from templated files that will be customized with location specific information as identified for each item and specified below. Descriptions of clinical services are not modifiable. Ongoing Communication Program (see Post-Launch Deliverables in table below) • After the Commencement date, Marathon shall provide the following Ongoing Communication Program as part of the Marathon Services: ▫ Health Promotions Catalog: Health promotion programs, both group and individual, including program materials (presentations, educational handouts, email promotions) as well as communication materials such as posters, postcards and website awareness. The standard communication package includes all production and printing costs. ADDITIONAL COMMUNICATION SERVICES NOT INCLUDED IN FIXED FEES • Any changes to the material in the table below, beyond that which is identified in the column titled “Customization Available”, or additional materials to be produced or services provided beyond the scope of the deliverables, will be quoted as Additional Services. Pre-Launch Deliverables Description Customization Available Audit/ Strategy/ FAQ Communication audit to understand current practices, target audience, best methods. Strategy document and FAQ/ key message document delivered based on audit results. Services Flyer 4 color, 8.5x11" flyer describing available services. Company name, center name, logo, photo selection Executive Announcement copy Announcement copy to be delivered by the client. All custom Posters- Coming Soon 4 color, 24x36" poster Company name, center name, logo, photo selection Leadership Toolkit Presentation and FAQ document explaining business drivers to leadership audience Countdown Flyer Sets Set of 6 flyers, 8.5x11", each counting down from the 6 week mark with messaging to build excitement about healthcare at work. Company or center logo Table Tents Laminated, 4 color, 2 sided, 3x4" table tent cards cueing people to expect the welcome package in the mail. Company name, center name, logo, photo selection DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 22 of 31 Welcome Package Letter 1 page letter with user name and password to access the portal. Company name, center name, logo, photo selection, company messaging, personalized w username and password, Welcome Package Brochure 8p 4 color, 8 page, 8.5x11" brochure describing the services, the specifics about the center (hours, contact information, location) and details about the portal and confidentiality. Company name, center name, logo, photo selection, hours, location, ph #, center-specific FAQ responses Welcome Package Envelope 9x12" window envelope Company or center logo Magnet 4 color, business card size magnet Company name, center name, logo, photo selection, hours, location, ph # Confidentiality Posters (Law) 4 color, 24x36' poster-We Keep your Personal Health Information Confidential…It's the Law Standard Confidentiality Posters (EMR) 4 color, 24x36" poster--Our secure EMR technology keeps your PHI confidential and safe. Standard Open House Postcard 4x6" jumbo 4 color postcard invitation to open house Company name, center name, logo, photo selection, hours, location, ph #, open house date and time Slim Jim 3x8" 4 color rack card, services overview Company name, center name, logo, photo selection, hours, location, ph #, center-specific FAQ responses Meet the Staff 4 color, 8.5x11" flyer Staff photos, bios, company/center name, logo, hours, location, ph # Travel to site-Open House Help with open house tours, Marathon Health information table, organize staff participation, media representative, or presentations Open House Raffle Prize Gift basket of wellness/health related items--fitness or healthy cooking themes Standard Open House Giveaways Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 23 of 31 Post-Launch Deliverables Description Includes Annual Promotions Plan Annual review of population stratification report to create a promotion plan targeting the specific risk factors and conditions most prevalent in your population. 2015 Health Promotions Calendar See options below: Toolkits are provided for all programs, including clinically-approved presentation material, promotional flyers, email announcements, handouts, and evaluations forms. Education Sessions- 37 topics available Group Programs - 6 to 12 week courses on weight management, tobacco cessation, stress management, and living with chronic conditions. Health Center Promotions- blood pressure checks, Portal Tours, Open House events, Tell- a-Friend programs, and more Health Fair Support - Marathon Health table with educational material and giveaways Weekly Challenges-challenges available, Biggest Loser, Complete Wellness Challenge, Elevator Campaign, and other fun health-related programs. Additional Communication Services Not Included in Fixed Fees Description Includes Focus Groups Onsite meetings with employees to understand their thoughts about the health center, document perceptions, and utilize feedback in communication planning. Video Production Short videos to promote the services, success stories, or address concerns Design/Production Non Storefront Material Production of material that requires additional customization Mailings to homes Additional postage cost for mailing of materials to participants’ homes, Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 24 of 31 SCHEDULE A4 REPORTING SERVICES REPORTING SERVICES INCLUDED IN FIXED FEES Monthly & annual reports on health center activity, population health status and return on investment: • Monthly client activity and trends report including visit volume (visits for acute care, occupational health, risk reduction and disease management, group work and telephonic consults), high risk patients engaged, high risk patients making progress, encounters by CPT code, diagnoses by ICD-9 code, prescriptions written, and overall savings from operations. • Annual reports including: ▫ Population stratification report identifying percent of the population which screened, size and nature of high risk population and size and nature of population with chronic conditions identified through data mining and/or screening. ▫ Year-end report identifying results of health center operations including health center volumes, patient engagement, overall improvement in population health status, customer satisfaction, savings from health center operations and return on investment analysis, results of at-risk pay-for-performance metrics, and plan for continuous quality improvement. • Up to 20 hours of custom reporting per year. ADDITIONAL REPORTING SERVICES NOT INCLUDED IN FIXED FEES • Custom reporting beyond the scope above will be quoted as Additional Services. DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 25 of 31 SCHEDULE B FEES AND PAYMENT SCHEDULE Service fees: Fixed fees for the initial two (2), one (1) year terms of this Agreement are as follows: Annual Service Fee*....................................................................................................... $734,223 Implementation Fee** (one-time) .................................................................................... $147,679 * All fees shall be firm for the initial two (2), one (1) year terms. Thereafter, in the event the City elects to renew the Agreement the fee is subject to change at the time of the annual renewal up to a maximum of two (2) percent per year. ** The Implementation Fee includes the initial stock of pharmaceuticals to be provided by Marathon. Fees for optional services: Mass Biometric Screenings ...................................... At quoted rate (approx. $50-$60 per screen) Actual fee is dependent on number of individuals screened and the number of locations. Individual in-house biometric screenings and all health risk assessments are included in the annual service fee. Onsite Pre-Packaged Pharmaceuticals ....................................................................... At our cost For drugs paid for directly by the Client. No additional fees are charged for drugs paid for by patients or through health plan claims. Flu vaccinations ................................................................................................... At current rates Includes the acquisition of the vaccine and supplies for administering in the health center by existing staff. Additional Services ............................................................................................. At current rates Fees for services requested beyond the scope outlined in the schedules above will be negotiated by the parties and require authorization via a Statement of Work executed by the Client. Additional service day’s onsite are billed at a minimum of eight (8) hours per day for each day requested, and Client shall reimburse Marathon for all reasonable, pre-approved out- of-pocket expenses incurred in connection with the services, including travel expenses. Marathon will use reasonable efforts to adhere to Client’s travel reimbursement policy. Payment schedule: Service fees are invoiced and payable as follows: - Implementation Fee in accordance with the following Milestones - 40% - $59,072 upon execution of the Agreement - 40% - $59,072 upon Marathon hiring of all staff - 20% - $29,535 upon opening day of the clinic - 1/12 ($61,185.25) of Annual Service Fees at beginning of each month of service - Mass Biometric Screening fees as incurred. - Dispensed pharmaceutical charges, billable travel costs, Additional Services, and other approved expenses incurred as a result of service modifications approved by Client as incurred. - Pay terms for all invoices Net 30 days from date of invoice. DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 26 of 31 Annual Service Fee: The Annual Service Fee includes but is not limited to the following:  All Medical Services Provided in Health Center: Acute & Primary care services  All Wellness, Health Promotion and Disease Management Services Detailed in Scope of Services.  All Staff Expenses: Salaries, Benefits, Absence Coverage, etc.  All Staff Continuing Education Expenses  All Insurance Costs: Malpractice, Workers Comp, etc.  All Medical Equipment Expenses to include Repair and Replacement  All Medical Supply Costs  All CLIA Waived Laboratory Costs, i.e., Rapid Strep Test, Urine Dipstick, etc.  All Single Dose OTC drugs  All Technology Costs, i.e., Electronic Medical Records, Personal Health Records, Evidence Based Decision Support Tools, etc.  All Standard Co-branded Member Communications  All Standard Data Analytics & Employer Reporting  All Flat File Data Transfers, i.e., Carrier Feeds, Incentives Feeds, DM Feeds, etc.  All Health History Risk Appraisals (Questionnaire Only)  All Implementation & Account Management and Support  Facility Design Support  Implementation and Project Management  Ongoing Account Management  Administer an electronic point of service survey to measure the patient experience and report results to Client monthly. Items excluded from the Annual Service Fee include:  Facility Expenses, i.e., Construction, Maintenance, Lease, etc.  Non Medical Clinic Furnishings, i.e., Desks, Chairs, Conference Tables, etc.  Cost of Any Drugs, Serums or Vaccines Dispensed by Marathon – Pass Through Cost with $0.00 Markup.  Cost of Any Mass / Group Biometric Screenings – Pass Through Cost with $0.00 Markup.  Cost of Any Externally Processed Labs – Labcorp, Quest, etc. – Billed to Plan by Lab Directly.  All Care that is Necessarily Referred Out, i.e., Specialist, Imaging, etc. At Risk Fees and Pay for Performance 10% of the Annual Service Fees for the initial three year term of this agreement are “at-risk” to Marathon Health and are subject to achieving the performance metrics outlined in the Marathon Health Pay for Performance Plan summarized in Schedule B1. DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 27 of 31 SCHEDULE B1 PAY FOR PERFORMANCE PLAN TRIPLE AIM The Marathon Health Pay for Performance Plan is based on achievement of key metrics covering the three dimensions relating to optimizing healthcare delivery and overall health of a population. The three dimensions are:  Improving the Patient Experience  Improving the Health of the Population  Reducing the Per Capita Cost 10% of the annual base Service Fees for each one (1) year term during the first three (3) years of this Agreement that are “at-risk” will be attributed to these three dimensions in the following manner: Year 1 Year 2 Year 3 Improving the Patient Experience 2.5% 2.5% 2.5% Improving the Health of the Population 2.5% 2.5% 2.5% Reducing the Per Capita Cost 5.0% 5.0% 5.0% Total 10% 10% 10% Marathon’s performance, requirements of the Client and fee credits for each of the three dimensions are detailed below. If the Client has not fulfilled all of its “Requirements of Client” as set out in page 30 for any dimension during a given year, then no fee credit will be due the client for that dimension for that year. IMPROVING THE PATIENT EXPERIENCE – PATIENT SATISFACTION Marathon’s Performance Marathon will implement an electronic point of service survey for Employees to rate their level of satisfaction for the overall experience with Marathon Health. Marathon will provide the Client with a monthly report summarizing the latest months and year-to-date results including percent of employees participating in the survey. The details for the report will be mutually agreed by the parties. Fee Credits The portion of at-risk fees attributable to Improving the Patient Experience will be credited back to the Client in accordance with the following scale: % of Employees Satisfied or Very Satisfied 90+% 0% credited to Client 85 to 89.9% 50% credited to Client 80 to 84.9% 75% credited to Client < 79.9% 100% credited to Client DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 28 of 31 IMPROVING THE HEALTH OF THE POPULATION – HEALTH OUTCOMES Marathon’s Performance Patients with the following risk conditions will achieve health improvements as follows: % of Participants with the Condition that Achieve the Results Eligible Participants with the Following Conditions Will Achieve the Following Results Minimum target for Year 1 Minimum target for Year 2 Minimum Target for Year 3 1 Systolic BP > 140 Reduce by 12 mmHg or normal 30.0% 35.0% 40.0% 2 Diastolic BP > 90 Reduce by 5 mmHg or normal 30.0% 35.0% 40.0% 3 Glucose > 100 Reduce 15% or normal 10.0% 12.5% 15.0% 4 Tot. Cholesterol > 200 Reduce 10% or normal 10.0% 12.5% 15.0% 5 LDL Cholesterol > 160 Reduce 10% or normal 10.0% 12.5% 15.0% 6 HDL Cholesterol < 40 Increase 10% or normal 10.0% 12.5% 15.0% 7 Triglycerides > 200 Reduce 20% or normal range 10.0% 12.5% 15.0% 8 Overweight / Obesity Reduce weight 5% or BMI normal 3.0% 4.0% 5.0% 9 Smokers Quit for at least 90 days 3.0% 4.0% 5.0% Participants Under our Care with the Following conditions Will Achieve the Following Results Minimum target for Year 1 Minimum target for Year 2 Minimum Target for Year 3 10 Diabetics Maintain average Hemoglobin A1C <= 7.5 10.0% 12.5% 15.0% 11 Diabetics At the standard of care (or not applicable) for 4 out of 5: • Annual Foot Exam • Annual Eye Exam • Annual Influenza • Pneumococcal at least once • Annual Hemoglobin A1c 75.0% 75.0% 75.0% 12 Asthmatics At the standard of care (or not Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 29 of 31 Fee Credits The portion of at-risk fees attributable to Improving the Health of the Population will be credited back to the Client in accordance with the following scale: # of Categories from the Above Table in Which the Minimum Target was Reached 7-12 0% credited to Client 4-6 50% credited to Client 2-3 75% credited to Client < 2 100% credited to Client REDUCING THE PER CAPITA COST – REDUCE PMPM COST TREND Marathon’s Performance Client’s expected PMPM medical claims cost for the eligible population, net of fees paid to Marathon, will be reduced as follows: Year 1 Year 2 Year 3 Net Reduction Target 0% 4% 6% This is computed as follows:  Client’s expected year 1 PMPM medical claims costs for the eligible population, excluding large cost claimants of $50,000 or above, are agreed upon between Marathon & Client.  Expected year 2 PMPM costs are computed by increasing expected year 1 costs by 5% for medical inflation. Expected year 3 PMPM costs are computed by increasing expected year 2 costs by 6% for medical inflation.  Actual PMPM medical claims costs for each year, excluding large cost claimants of $50,000 or above, are obtained and compared to the expected costs to arrive at the Actual Gross Reduction in PMPM Cost.  The Actual Gross Reduction in PMPM Cost is decreased by the PMPM fee paid to Marathon to arrive at the Actual Net Reduction in PMPM Cost. The Actual Net Reduction in PMPM Cost is divided by the expected PMPM cost for the year to determine the Actual Net Reduction Percentage. Fee Credits The portion of at-risk fees attributable to Reducing the Per Capital Cost will be credited back to the Client in accordance with the following scale: Variance of Actual Net Reduction Percentage from the Net Reduction Target +/-1% (e.g. 5%-7% reduction vs. a 6% target) 0% credited to Client 1%-3% under (e.g. 3%-5% reduction vs. a 6% target) 50% credited to Client 3%-5% under (e.g. 1%-3% reduction vs. a 6% target) 75% credited to Client DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 30 of 31 5+% under (e.g. 1-% reduction vs. a 6% target) 100% credited to Client Requirements of Client For Marathon’s fees to be at-risk under this plan, the following two (2) requirements of the Client apply:  A minimum of 40% of the eligible employee population must participate in a separate mass health screening, including biometrics and health risk assessment, within 3 months (+/-) of the Commencement Date, and annually thereafter.  For use of the health center, if the Client requires high co-payments (> $25) from participants for visits, requires employees to “punch out”, locates the health center offsite, then a minimum of 50% of the eligible population must have at least one acute care or health coaching visit in the clinic during each contract year. Other Requirements of the Client  Provide information on PMPM medical claims cost and large cost claimants of $50,000 or above for at least the 2 years immediately preceding year 1 of the Agreement.  Provide the expected PMPM medical claims cost, net of and large cost claimants of $50,000 or above, for year 1, reflective of the impact of any health plan design changes for that year.  Provide information on PMPM medical claims cost and large cost claimants of $50,000 or above within 60 days of the end of each contract year.  The medical claims data referred to in Section 6.4 must be received as scheduled.  Client must utilize Marathon Health branded or co-branded material in the pre-launch communication as described in Schedule A3 DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Health Services Agreement 7512 On-Site Employee Wellness Clinic Page 31 of 31 SCHEDULE C DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 applicable) for 4 out of 5: • Annual Influenza • Pneumococcal at least once for those at risk • Use of inhaled corticosteroid for those with persistent Asthma • Asthma Action Plan • Use of a short acting bronchodilator 75.0% 75.0% 75.0% Note: The look-back period during each one (1) year term is 12 months DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 rather than distributing in the workplace DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758 Marathon Health branded giveaways such as pens, jump ropes, lip balm Standard Wall Hangings (14) 4 color, 24x36" posters mounted and laminated with health and wellness reminders and services overviews Standard DocuSign Envelope ID: 7A4090C3-882D-4BDE-B031-F0D725DB2758