HomeMy WebLinkAbout2023-047vvefs'ide
HEALTH-
EVERSIDE CLIENT AGREEMENT
This Client Agreement (the "Agreement") is made and entered into as of the date of last
signature ("Effective Date") by and between Indian River County ("Client"), a county of Florida
located at 1801 27h Street, Vero Beach, FL 32960, and Everside Health, LLC ("Everside"), a
Delaware limited liability company 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 care medical services to
employees and dependents of employees via on-site and/or near -site health centers;
WHEREAS, Client maintains a health plan for eligible participating members and desires
to offer to its members on-site or near -site primary care services;
WHEREAS, Client wishes to offer to its employees and their eligible dependents the
comprehensive primary 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
I . Definitions. The following terms used in this Agreement are defined as follows:
1.1 "Everside Health Center" means the health and wellness center which is built out
and managed by Everside on behalf of Client and available for use by enrolled Members. The
Everside Health Center hereunder shall be located at an address to be mutually agreed to by the
Parties.
1.2 "Everside Services" means Everside's suite of services described in Section 3.1 of
this Agreement.
1.3 "Health Center Opening Date" means the date documented on which Members first
have access to an Everside Health Center to be agreed to by the Parties.
1.4 "Confidential Information" means (a) any technical and non-technical information
related to 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,
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 that Client, or its service provider, issues to
Everside to determine Members who are eligible to receive Everside Services. Client hereby
represents that all individuals listed on an Eligibility File shall be Eligible Members.
1.6 "Good Cause" means personal misconduct that materially disrupts the delivery of
Everside Services; 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) full-time nurse practitioner and two (2) full-
time medical assistants contracted to staff the Everside Health Center ("Standard Staffing"); plus
the one (l) full-time advanced practice provider (i.e., a nurse practitioner or a physician assistant)
that may be contracted to staff the Everside Health Center once patient utilization of available
appointments meets or exceeds 66% and upon approval by the Client ("Supplemental Staffing").
Furthermore, if elected by Client, the Medical Team also means the one or more dietician(s) and/or
LCSW(s) contracted to staff the Everside Health Center. Everside shall be responsible for the
selecting and retaining of the physicians and non -physician practitioners. Everside will use its best
efforts to promptly staff the Everside Health Center. However, Client agrees that Everside may
utilize temporary staffing coverage having at least the same level of designation, including but not
limited to virtual physicians and non -physician practitioners or those with varying licenses, which
may temporarily impact Everside Services to some extent. If any Physician or Provider is
temporarily absent, Everside will make reasonable efforts to obtain appropriate fill-in coverage.
The Parties understand that fill-in coverage may not always be available for absences occurring
with little notice.
1.8 "Members" or `Eligible Members" means the following individuals who shall have
access to the Everside Health Center as provided in Section 2.2 of this Agreement: Client's current
employees as of the month of the relevant census who are eligible for and participating in Client's
health plan and spouses, partners, dependent children 2 years of age and older and others
participating in Client's health plan through those participating employees. To the extent that
Client has chosen to include Medicare Part B Primary beneficiaries in its plan documents, Client
agrees to be fully and solely responsible for all covered Everside items and Services for any such
beneficiary listed on any eligibility census file that Client provides to Everside. Everside shall not
submit any claim or fee for service to Medicare, Medicaid, or any other payor.
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
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contracted to fiunish certain services that are a component of Everside Services to Members.
1.11 "Staffing Date" means the date on which Everside engages Medical Team members
prior to the Health Center Opening Date.
1.12 "Start -Up Costs" means the total cost associated with the set-up activities and assets
in accordance with the criteria set forth in Exhibit D.
2. Retention.
2.1 Engagement of Everside. During the term of this Agreement, Client hereby retains
Everside as Client's primary provider of membership -based health center, 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 Health Center for Client Members.
2.2 Member Enrollment. Members will be eligible to enroll in the Everside Health
Center upon the receipt by Everside of an Eligibility File from Client. During the Term of this
Agreement and subject to Everside Health Center policies, an enrolled Member will remain
enrolled in the Everside Health Center until Everside receives from Client 1) notice that a Member
has disenrolled for any reason and 2) an Eligibility File that does not include such Member's
information. Client shall submit to Everside a current census of covered lives by the 7`s calendar
day of each month, listing those Members as of the 11 calendar day of the same month.
3. Everside Responsibilities.
3.1 Everside Services. Everside shall ensure that Members enrolled in the Everside
Health Center have access to the following services, provided directly by the Medical Team or
Everside's authorized and legitimate subcontractors, meeting all applicable state and federal legal
requirements, at the Everside Health Center:
(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)
Standard On -Site lab and dispensary services described in Exhibit C;
(f)
Periodic identification of gaps in care, patterns of disease and trends in
Member adherence across the Client's eligible population
(g)
Referrals to specialist physicians, as appropriate
(h)
Contacting Eligible Members by telephone and unsecure e-mail on behalf
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of Client and upon patient consent via text message at the contact information provided to Everside
by Client;
(i) Wellness Portal Services. The Wellness Portal, through Everside's third -
party vendor, offers a web -based platform that is accessible 24/7 to participants. The platform
allows for personalized programs and branding, and includes access to video courses, educational
content, and incentive reporting tools. The platform also allows for individual -level tracking of
employee participation in earning points and incentives. Wellness Portal capabilities focus on
wellness using personal involvement and responsibility and provide specific educational
recommendations and activities for current eligible participants aged 18+, whom Client has
determined can participate in the Wellness Portal (`Eligible Participant"). Client is solely
responsible to manage any incentives. NOTE: THE WELLNESS PORTAL DOES NOT
ESTABLISH (OR REPLACE) A DOCTOR -PATIENT RELATIONSHIP OR ANY OTHER
RELATIONSHIP BETWEEN A PATIENT AND A HEALTHCARE PROVIDER. THE
PORTAL DOES NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING OR
OTHER PROFESSIONAL HEALTH CARE ADVICE, DIAGNOSIS OR TREATMENT.
NOTHING IN THE PORTAL SHOULD BE CONSIDERED MEDICAL OR NURSING
ADVICE OR TREATMENT, NOR SHOULD THE PROGRAMS BE USED AS A
SUBSTITUTE FOR MEDICAL OR NURSING ADVICE OR TREATMENT; and
0) Any other services as listed in Exhibit A, as may be revised from time to
time with mutual consent of the parties.
3.2 Management Services. Everside shall provide management services necessary and
appropriate to operate the Everside Health Center 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.
(c) Assumption of responsibility for staffing and scheduling for the Everside
Health Center, Everside Services, and Medical Team.
(d) Assumption of responsibility for all Member communications, outreach,
engagement, and appointment scheduling for the Everside Health Center.
(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, clinical
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measures, 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 (reports which would require additional parameters and/or customization
of data) 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.
0) Obtaining and providing the supplies necessary for the provision of
Everside Services.
(k) Ensuring that staffing at the Everside Health Center remains appropriate to
meet the needs of Members if and to the extent that total membership at the Everside Health Center
changes over time.
(1) Planning, designing, building, renovating, equipping and and/or repairing
the Everside Health Center 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 state law during the term of this
Agreement.
3.4 Selection and Removal of Everside Medical Team. Everside shall have the sole
discretion to engage, retain or remove all Everside Medical Team members.
(a) Qualified Applicants. Everside shall recruit physician and provider
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 Medical Team. Everside shall inform
Client of qualified applicants for the Everside Health Center. 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 Medical Team member for any lawful reason.
(c) Criteria for Client to Request Removal of an Everside Medical Team
member. If Client provides Everside with a written request to remove an Everside Medical Team
member, 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
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performance of Everside Services by the Medical Team member raises quality of care concerns or
liability or risk management issues, in which case the Medical Team member shall be removed
immediately. If Medical Team member 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 all equipment, furniture, and supplies
necessary for establishing and operating the Everside Health Center. Everside shall purchase the
agreed upon equipment, fiuniture, and supplies for reimbursement by Client upon submittal of an
invoice. Everside will make recommendations to Client about the need for repairs and replacement
of equipment, fiuniture and supplies, as appropriate. During design of the occupied space, Everside
may provide an estimated budget to Client for all equipment, furniture, and supplies that are
necessary for clinic operation. Expenditures that have not been budgeted for the clinic operation
must receive prior approval by the Client and the Client will work in good faith with Everside to
address any issues that have an impact to patient care in a timely manner.
(a) Data -Creating and Data -Hosting Equipment. With respect to computers
and other data -creating and data -hosting equipment, and telecommunications 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
Health Center.
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. At all times, the use
or disclosure of protected health information shall be subject to all applicable statutes and
regulations relating to the privacy, security and confidential of patient records, including HIPAA
and applicable state laws.
3.7 Members with a High Deductible Health Plan and a Health Savings Account
Feature. Client may provide written notice to Everside of the fair market value, as determined by
Client, for non -preventive services that Everside shall charge, until the deductible is satisfied, to
Members contributing to a health savings accounts associated with a High Deductible Health PIan,
Until Everside is notified otherwise, Everside shall charge Members $0.00 for non -preventative
care provided to Members contributing to a health savings account associated with a High
Deductible Health Plan. Any notice pursuant to this Section 3.7 shall be provided in the following
format:
Notice from [Client Name) ("Client') to Everside Pursuant to Section 3.7
o By checking this box, Client agrees that the Monthly Fee provided in the Everside
Client Agreement ("Agreement') shall only cover preventive services for Members
contributing to a health savings account associated with a High Deductible Health Plan
until the Member's deductible has been satisfied. Until the deductible is satisfied, Everside
will charge such Members the fair market value rate for non preventive care that Client
selects below. Client acknowledges and agrees that its selection of a fair market value rate
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is not based on any statement made by Everside.
❑ $10.00
❑ $20.00
❑ $25.00
❑ $30.00
❑$
❑ By checking this box (and if allowable per applicable federal laws and regulations,
including but not limited to ERISA), Everside will credit Client the amount of fair market
value payments collected from Members for non preventive care services (the "FMV
Credit'). The FMV Credit will be reflected in the monthly invoices that Everside issues to
Client under the Agreement.
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
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 Siege and Branding. Everside shall design the signage displayed at the Everside
Health Center and arrange in collaboration with Client for the production of such signs. Everside
shall invoice Client for the costs of designing and producing the signage, with expenditures
approved by Client in advance of Client's incurring such costs. Client's approval shall not be
unreasonably withheld. Unless otherwise mutually agreed by the Parties, signage and all other
branding requested, developed, or approved by either Party shall refer to the Everside Health
Center as the "Indian River County Everside Health Center." All signage utilized at the selected
location shall conform to all local signage requirements and Everside shall be responsible for
permitting said signage through local jurisdiction.
3.10 Maintenance and Repair of Facility Services and Utilities. Everside shall arrange
for certain Routine Maintenance Services (defined in Exhibit E) 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 the Everside Health Center. In the event that
any non -routine maintenance or repair related to these services or any utility services at the
Everside Health Center 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 Health Center Opening Date, Everside will provide Client with at least 30 days advance notice
that the Medical Team will not be available on the specified day(s) to provide Everside Services
at the Everside Health Center. In no event will the Health Center be closed for more than one
business day per week due to training.
(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 Health
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Center. Whenever practicable, Everside will arrange for this training to be completed before the
Health Center Opening Date.
(b) Ongoing Training. After the first one-year period following the Health
Center Opening Date, the Medical Team will receive approximately five days of training per year.
Everside shall provide at least thirty (30) days advance notice to Client for any days that an
Everside Health Center 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 an Everside Health Center 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 Medical Malpractice liability insurance.
Everside shall provide a certificate of insurance, prior to execution of the contract,
evidencing the insurance required under this section, and shall provide 30 days' notice to the Client
of cancellation or termination of coverage. The Client shall be named as additional insured on the
General Liability policy. Everside shall provide 30 days' notice to Client of any revision in
coverage, and shall provide a certificate of insurance to Client upon request.
3.13 Access to Premises. Client shall have prompt and appropriate access to the Everside
Health Center except as necessary to comply with legitimate patient privacy and security interests.
3.14 E -Verify. Everside is registered with and will use the Department of Homeland
Security's E -Verify system (www.e-verify.gov) to confirm the employment eligibility of all newly
hired employees for the duration of this agreement, as required by Section 448.095, F.S. Everside
is also responsible for obtaining proof of E -Verify registration and utilization for all
subcontractors.
4. Client Responsibilities.
4.1 Health Center Layout, Construction, and Building Services. Everside shall be
responsible for providing, constructing (or converting, if applicable), and maintaining a space for
the Everside Health Center that is suitable as medical office space and has the features,
infrastructure, and access to services described in Exhibits D and E or that the Parties have
otherwise agreed to regarding suitability. Client shall, upon the prior approval of Everside, select
such space or location for the health center facility. Client shall be solely responsible for the costs
required for or stemming from the construction, conversion, and/or repair of such facility and
surrounding grounds, as applicable, which may include, without limitation, real estate broker fees,
permits and/or licenses, architect and design services, insurance, taxes, occupancy fees, rent and
deposits. Everside shall invoice Client on a monthly basis for all permitting, construction, and
converting activities as needed.
4.2 Furniture, Fixtures, and Equipment. Everside shall purchase, provide, and
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maintain, based on mutual agreement with Client, all necessary equipment, furniture, fixtures, and
supplies listed in Exhibit D. All such items shall be the property of Client except for the data -
creating and data -hosting equipment and telecommunications 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. Everside shall invoice Client
on a monthly basis for the above.
4.3 Confidentiality. Unless otherwise required by law, 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, CIient, 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, unless such
disclosure is required by law. This Section 4.3 shall survive the termination of this Agreement.
4.4 Health Plan Responsibilities. Client shall execute the necessary documents,
amendments, disclosures, and reported requirements by state and federal law to facilitate the
integration of the Everside Health Center into the client's health plan.
4.5 General Liability and Workers Compensation. Client shall maintain the following
insurances in amounts that are appropriate to businesses or other organizations which are similar
in size or services to Client:
(a) Applicable Federal and State Worker's compensation acts, covering
employer's liability and third -party actions against Everside arising out of operations under this
Agreement.
(b) Standard comprehensive general liability insurance.
(c) General property casualty insurance on the Everside Health Center premises
and its contents, in amounts consistent with similarly situated health centers.
Client shall provide a certificate of insurance, prior to execution of the contract, evidencing
the insurance required under this section and shall provide 30 days' notice to Everside of
cancellation, termination or revision of coverage.
4.6 Eli 'bili . 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 monthly basis. The Parties agree that
Client may provide Everside with updates to an Eligibility File on a more frequent basis. Client
shall provide an initial Eligibility File to Everside at least 45 days prior to the Health Center
Opening Date. Client shall be responsible for ensuring that Eligible Members are not enrolled in
a state or federal healthcare program (e.g., Medicare, Medicaid) as their primary coverage, except
to the extent that Client has elected to be fully responsible for all Medicare Part B Primary patients'
costs.
4.7 Data and Communication
(a) Eligibility Mechanism:
i'
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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 prior to the Health Center Opening
Date, 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) Client shall, at its sole expense, provide the following data access:
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 provide the home mailing address, email address, and
phone numbers for all of Client's adult Eligible Members. In the event that Client does not provide
email addresses for at least 90% Eligible Members ages 18 and older, then Client shall be
responsible for additional direct mail marketing costs.
ii. Client and Everside shall agree upon a marketing campaign process,
which delivers a time -based series of communications shown to maximize engagement of Eligible
Members. Everside's 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 Client shall be responsible for additional marketing costs.
iii. Client shall educate Eligible Members about the Everside Health
benefit through the benefits enrollment process (new hires and annual renewal).
iv. To reduce disruption to the communication Client must adhere to
the Technology Compatibility Requirements of Everside (attached at Exhibit F).
V. Patients can manage their communication preferences, including
opting out of various communications, directly with Everside.
4.8 Consents and Authorizations. Client represents and warrants that it has obtained
and shall continuously obtain and maintain throughout the Term all necessary and required
notifications, consents and/or authorizations required by applicable law to permit Everside to
contact Eligible Members through unsecure electronic means, including unencrypted e-mail,
telephone and with patient consent via text message.
5. Financial Arrangement. In consideration of Everside's responsibilities under this
Agreement, Client shall pay to Everside the amounts described below.
5.1 Build -Out and Start -Up Costs. Client agrees to reimburse Everside on a pass-
through basis, as incurred by Everside, for all Build -Out and Start -Up Costs listed below that
Everside advises for the proper setup and administration of the Everside Health Center. If this
Agreement should terminate for any reason prior to the full reimbursement of Build -Out and Start -
Up Costs by Client, then all outstanding fees under this paragraph shall become due immediately
with no right of offset. Start -Up Fees, means the total cost which have been incurred associated
with the set-up activities and assets in accordance with the criteria set forth in Exhibit D, which
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may include, but shall not be limited to: medical supplies (initial stock), pharmaceuticals and
immunizations (initial stock), medical equipment (initial stock), general furnishings, staff salaries
for onboarding and signing bonuses, soft and hard technology, marketing and communications,
staff recruiting and training, and implementation travel expenses. The Build -Out and Start -Up
Costs listed below shall be invoiced from Everside to Client on a monthly basis. Everside and
Client shall mutually agree to all Build -Out Costs and Start -Up Fees during design of the occupied
space. Such expenses shall become due and be paid in accordance with Section 5.3.
Category
Fee
Build -Out Costs (if applicable)
Pass -Through
Start -Up Fees
Pass -Through
5.2 Ongoing Operations and Staffing Fees. Client agrees to pay Everside the fees set
forth below, as Everside determines for the proper operation of the Everside Health Center,
effective on the Staffing Date for each month during the Initial Term and any Renewal Terms.
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Pricing Annual Monthly Fee Category Summary
Note: Pricing is based on Eligible Members as all employees eligible for and participating in Client's health
plan, and their spouses and dependents ages 2 years and up
Start - Up Fee (Estimated;
Client will pay actual costs) "$137,000
Staffing/ Clinic Hours $384,022 Staff Salaries, Benefits, PTO & Fill in,
(Estimated) $32,001 Malpractice, Allocated Hiring Costs,
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Max in year 1::5
Physician Oversite, and Everside
If elected:
Max in year 1:
5$12,016
Regional Oversite & Onsite
Add -On Dietician (FT)
5 $144,192
5 $ 7,325
Management
Add -On Dietician (PT)
5 $ 87,900
5 $14,691
Add -On LCSW (FT)
5 $176,292
<_ $ 8,933
Add -On LCSW (PT)
5 $107,196
Technology Costs
Wellness Portal, Phone & Internet
under Everside's National Contract,
EMR Licenses, Nurse Triage Line,
$79,500
$6,625
Everside's Reporting Analytics &
Everside Insights, Health Specialist
Referral Tool Rubicon, IT Hardware
Support, Multiple Software
Licenses
Program Oversight/Central
Printing & Marketing Expenses,
Support
Facility Onsite Costs, Provider State
$98,974
$8,248
Licensing and License Management,
Health Center
Spot Bonus
Management Fee
$81,721
$6,810
Everside SG&A and Related
Corporate Costs
Wellness Fee
Included
Included in Technology Costs
Biometric labs/HRAs
HRAs completed with in -center staff are included at no additional
cost. HRAs completed
as on-site
events may incur additional staffing
expense. Biometric labs collected during HRAs will be billed on a pass-
through basis.
Claims Integration
Included
Included in Technology Costs
Pass Through- Labs
$20,285
$1,690
All Labs Sent Outside of Health
(Estimated)
Center for Processing.
Pass Through- Clinic/Office
$24,008
$2,001
Medical Supplies & Office Supplies
Supplies (Estimated)
Pass Through- Staff Travel
$3,000
^'$250
Provider Travel & Meals
(Estimated)
Pass Through- Rx (Estimated)
—$27,528
$2,294
All Prescriptions Dispensed at
Everside Health Center
Pass Through -Rent/Utilities
Responsibility of Indian River County
and Maintenance
Pass Through - Estimated
Responsibility of Indian River County
Build Out
TOTAL
$719,038
$59,931.25
Estimated (does not include start-up)
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(a) Estimate of Staffing Fees. The monthly pass-through amount of Staffing
fees is estimated to be $32,001 per month ($384,022 per year); actual Staffing fees may vary, and
shall be approved in advance by Client. The monthly pass-through amount of Add -On Staffing
Fees shall not exceed the amounts set forth in the table above for one year following the Health
Center Opening Date. Should Everside determine that proper operation of the Everside Health
Center regularly demands more hours, Everside will seek approval from the County to expand
office hours and the Client shall be responsible for paying Everside for all overtime at pass-
through, or the parties will negotiate regarding the addition of and rates for additional staff.
(b) Adjustment for Inflation.
(i) Program Oversight/Central Support Fee. On the first anniversary
of the Effective Date and each subsequent year during the Initial Term and any Renewal Term, the
"Program Oversight/Central Support Fee" shall be increased by three percent (3.0%) per year.
(ii) Management Fee. During the Initial Term, the "Management Fee"
shall remain fixed with no fee increase. Upon the conclusion of the Initial Term, the Parties shall
mutually agree on an increase to the "Management Fee" based on then -current Southeast region
CPI indices, to take effect during each following Renewal Term.
(iii) Staffing/Clinic Hours Costs and Technology Costs. On the first
anniversary of the Effective Date and each subsequent year during the Initial Term and any
Renewal Term, Staffing/Clinic Hours Costs and Technology Costs indicated in the table above
shall be increased by no more than three and one-half percent (3.5%) per year, or, upon Client's
prior approval, may be increased by an amount greater than three and one-half percent (3.5%) per
year for costs of individual items/services (e.g., staffing costs).
5.3 Payment of Fees. Client shall pay any fees issued by Everside on a monthly basis,
with payment occurring within 30 days of Client's receipt of invoice. 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 sixty (60) days of the date of the invoice, Client irrevocably waives its
right to later dispute such invoice. Everside agrees to accept payment from Client via ACH
payment and to provide all information required by Client to set up ACH payments.
(a) Late Payments. Any 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.
(b) In the event the Health Center Opening Date is postponed by Client after a
qualified candidate has been approved by Client, Client shall pay the monthly Program
Oversight/Central Support Fee and Management Fee from the originally scheduled Health Center
Opening Date as previously agreed to by Client. These fees will be due and payable to Everside.
If the Health Center is closed for more than four business days within the month due to staffing
unavailability without fault on Client's part, Client's sole remedy will be to have said costs
prorated to reflect only those Health Center operating days that were provided to the Client by
Everside during the month.
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5.4 Intentionally omitted.
6. Shared Use and Access.
6.1 Sharing Arrangement. The Parties may consider allowing the members of other
organizations ("Participating Groups") to have access to the Client's Everside Health Center to
utilize Services, upon amendment to this Agreement.
7. Term and Termination of Agreement.
7.1 Term. This Agreement shall be effective on the Effective Date and continue for a
period of five (5) years beyond the date Members have initial access to the Everside Health Center
(the "Initial Term"). At the end of the Initial Term, the Agreement shall automatically extend for
additional one (1) year periods (each a "Renewal Term") unless either Party provides written notice
not less than one hundred and eighty (180) days at any time after the Initial Term.
7.2 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.
(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
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(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.
(f) For Failure to Launch. In the event that Everside is unable, due solely to
delays on the part of Client, to initiate the Everside Services contemplated herein by six months
from the date of signature of the last Party to sign this Agreement, then Everside may terminate
this Agreement and Client will reimburse Everside for all costs actually expended on behalf of
Client. Client may retain all of the equipment and supplies and all other components of the
business obtained using Start -Up Costs.
(g) For Violation of F.S. 287.135. Everside certifies that it and those related
entities of Everside as defined by Florida law are not on the Scrutinized Companies that Boycott
Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott
of Israel. In addition, if this agreement is for goods or services of one million dollars or more,
Everside certifies that it and those related entities of Everside as defined by Florida law are not on
the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the
Florida Statutes and are not engaged in business operations in Cuba or Syria. Client may terminate
this Contract if Everside is found to have submitted a false certification as provided under section
287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan
List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida
Statutes. Client may terminate this Contract if Everside, including all wholly owned subsidiaries,
majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is
found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in
a boycott of Israel as set forth in section 215.4725, Florida Statutes.
7.3 Effects of Termination. Upon termination of this Agreement in accordance with
Section 7.2 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, and (iii)
professional obligations of Everside Medical Team members to transfer Member care to new
providers designated by such Members. Notwithstanding anything in the Agreement to the
contrary, final reporting for the Wellness Portal will be provided to Client within thirty (30) days
of termination of this Agreement. Client shall be responsible for all incentive programs and
remaining Wellness Portal activities not completed at the time of termination.
7.4 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 costs as described in Section 5,
above, shall be paid by Client on or before the date of Termination. Everside shall provide Client
with at least thirty (30) days advance notice of any fees due under this Section 7.4.
s: 2022 Berside IiraIII. I C. All rights resmed. COltlldeI l l iii I.
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8. Miscellaneous.
8.1 Everside Indemnification. Everside shall defend, indemnify and hold harmless
Client, its subsidiaries and affiliates and each of their respective officers, directors, employees and
agents ("Client Indemnified Parties") from and against any direct financial losses, including
reasonable attorneys' fees, incurred by any Client Indemnified Party, to the extent arising out of
or relating to Everside's negligence or breach of its obligations set forth in this Agreement.
8.2 Client Indemnification. Client will defend, indemnify and hold harmless Everside,
its subsidiaries and affiliates and each of their officers, directors, members, managers, employees
and agents ("Everside Indemnified Parties") from and against any losses, including reasonable
attorneys' fees, incurred by any Everside Indemnified Party, to the extent arising out of or relating
to Client's negligence or breach of its obligations set forth in this Agreement. Client's
responsibility under this section is only to the limits set forth within 768.28, Florida Statutes.
8.3 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.
8.4 Status of Everside Employees.
(a) The Parties agree that each shall be responsible for its own tax liabilities, if
any, 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.
(b) Upon Client providing documentation of its tax exempt status to Everside,
Everside will make best efforts to deliver such documentation to vendors serving the Everside
Health Center. Everside shall adjust Client's pass-through costs to the extent that such vendors'
invoices to Everside are adjusted as a result of Client's documentation of its tax exempt status.
The Parties understand that Client's tax exempt status may not necessarily apply to Everside-led
buildout.
8.5 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.
8.6 Business Associate Agreement. Everside and Client, acting on behalf of its group
health plan, agree to the Business Associate Agreement attached as Exhibit B for purposes of
Everside receiving, hosting, using, and transmitting protected health information, as defined by
the Health Insurance Portability and Accountability Act.
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8.7 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.
8.8 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: 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: General Counsel
If to Client: Indian River County BOCC
1800 27h Street, Building B
Vero Beach, FL 32960-3365
Attn.: Human Resources Director Suzanne Boyll
With a copy to:
Indian River County BOCC
1801 27'h Street, Building A
Vero Beach, FL 32960
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.
(b) 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.
8.9 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
Florida.
8.10 Use of Client Name. Client grants Everside the right to use the name of Client on
all advertising and marketing by Everside. At the reasonable request of Everside, Client agrees to
be a positive reference for prospective Everside clients.
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8.11 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.
8.12 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.
8.13 Enforcement. In the event either Party resorts to legal action to enforce the terms
and provisions of this Agreement, the prevailing Party shall be entitled to recover the cost of such
action so incurred including, without limitation, reasonable attorney's fees.
8.14 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.
8.15 Additional Assurance. The provisions of this Agreement shall be self -operative
and shall not require further agreement by the Parries, except as may be provided herein
specifically to the contrary, provided, however, that 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.
8.16 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.
8.17 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.
8.18 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.
8.19 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
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.
8.20 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
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18
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.
8.21 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. Notwithstanding anything else in this
section, Client is subject to Florida's broad public records laws and Client may disclose
information if required by law.
(a) The Receiving Party shall not reverse engineer, disassemble or decompile
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.
Notwithstanding any else in this section, Client is subject to Florida's broad public records laws
and Client may disclose information if required by law.
(b) The restrictions set forth in this Section 8.21 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, or (e) is required to be disclosed by law.
(c) Each Party agrees not to, directly or indirectly, solicit the services of and
2022 Bersidc I Iralth, LI -C. All rights rc err cd. Cnnlidential.
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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.
(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 Florida.
8.22 Dispute Resolution.
(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
that it receives the complaint. If a resolution is not reached upon such response being provided to
the other Party, then either Party may move forward with legal action.
8.23 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 CLIENTS 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 NOT TO ENGAGE IN ANY ACTIVITY THAT WOULD ALONE
CAUSE SUCH THIRD -PARTY MATERIALS TO INFRINGE UPON OTHER THIRD -PARTY
INTELLECTUAL PROPERTY RIGHTS.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the
date of the last signature written below.
Everside Health, LLC
ffmthw- �YDit
By: H -a ' Di... 11.r 1.303315 C. MSi
Name: Heather Dixon
Title: CFO
Date: Mar 1, 2023
Attest: Jeffrey R. Smith, Clerk of
Circuit Court and Comptroller
Indian River County
By:
Name: J eph H.
Title: Chairman
Date: February
�pA1MIS
t
.l
APPROVED AS TO FORM
AN ID L�i"AL SUFFICIENCY
BY/�/,,r
DYLAN REINGOLD
OOUNTY A170RNEY
u 2022 F%ct--ide licalth. l LC All rights rewn"l. Cnttlidaitial
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EXHIBIT A
Optional Additional Services
The following is a list of optional additional services that Everside may provide at Client's
request and subject to applicable law. Everside shall have the sole discretion to remove, replace,
add, or otherwise make changes to this Exhibit A at any time, with the least amount of disruption
to Client's services. If additional services are needed which are not anticipated in the original
scope, they will be outlined in an amendment.
1. Collective Terms and Conditions. The following terms and conditions apply to each and
every one of the optional additional services.
a. Implementation. Elected services shall commence on a date to be mutually agreed
by the parties, and subject to Everside's ability to ensure adequate staffing.
b. Invoicing. Everside shall bill Client pursuant to the terms of the Agreement.
c. Mutual Termination. Either party may terminate any one or all of the optional
additional services upon 90 days' advance written notice to the other party, or by
other means described in the Agreement. Upon such termination, Client shall pay
Everside for all services rendered and any reimbursable expenses incurred up to
and including the effective date of termination.
d. Reporting. As applicable to the elected service, Everside will provide an annual
outcomes and utilization report with de -identified client -level data, if feasible.
Client -level data will not be made available if the number of individuals enrolled
increases the risk of individual identification of patients. No Protected Health
Information about any participant may be released to Employer in any report unless
such participant has provided his or her prior written authorization or such
information is released in accordance with HIPAA (ex. To the minimum extent
necessary, when identification is needed for the individual to receive a wellness
program incentive tied to this program).
2. Optional Additional Services. The following optional additional services may be elected
upon mutual agreeance in writing by the parties, subject to additional fees, terms and
conditions:
a. TotalRx+ by Everside
b. LiveBetter Virtual Mental Health
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EXHIBIT B
Business Associate Agreement
This Business Associate Agreement (hereinafter "BAA") effective as of the date of final signature by and
between Everside Health, LLC, on behalf of Everside Health's Single Affiliated Covered Entity ("Everside"
or "Business Associate") and Indian River County, on behalf of its group health plan ("Client" or "Covered
Entity").
RECITALS
WHEREAS, the Client and Business Associate are obliged to comply with certain requirements
set forth in the Standards for Privacy of Individually Identifiable Health Information under the Health
Insurance Portability and Accountability Act of 1996 and its implementing regulations including the 2013
HIPAA Omnibus Rule: Modifications to the HIPAA Privacy, Security, Enforcement, and Breach
Notification Rules under the Health Information Technology for Economic and Clinical Health Act
("HITECH") and the Genetic Information Nondiscrimination Act ("GINA"); (collectively referred to as
"HIPAA'j; and
WHEREAS, Business Associate and Client have entered into, or intend to enter into, an Everside
Client Agreement ("Agreement") pursuant to which Business Associate establishes and manages an
employer based health and welfare clinic (the "Clinic") for the benefit of Client's employees and/or other
members or beneficiaries; and
WHEREAS, Business Associate contracts with health care providers to provide services at the
Clinic and has business associate agreements with such providers; and
WHEREAS, in the course of managing the Clinic, Business Associate may receive, host, use and
transmit Protected Health Information ("PHP'); and
WHEREAS, the Client anticipates that it may disclose PHI to Business Associate; and
WHEREAS, this BAA sets forth the terms and conditions pursuant to which PHI will be handled
between the Business Associate and the Client and with third parties during the term of this BAA and
thereafter.
NOW, THEREFORE, in consideration of the mutual promises below, and the exchange of PHI
contemplated by this BAA, Business Associate and Client agree as follows:
c. Definitions
a. Breach shall have the meaning given to such term in 45 CFR § 164.402.
b. Business Associate shall have the meaning given to such term in 45 C.F.R. § 160.103.
c. Covered Entity shall have the meaning given to such term in 45 C.F.R. § 160.103.
d. Designated Record Set shall have the meaning given to such term under the Privacy and
Security Rule, including, but not limited to, 45 C.F.R. § 164.581.
e. Disclose or Disclosure shall have the meaning given those terms in 45 C.F.R. § 160.103.
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f. Electronic Health Record shall have the same meaning as the term "electronic protected health
information" in the American Recovery and Reinvestment Act of 2009, § 13400(5).
g. Electronic Protected Health Information shall have the meaning given such term in 45 CFR
§ 160.103.
h. Genetic Information shall have the meaning given to such term in 45 CFR § 160.103.
i. Health Care Operations shall have the meaning given to such term under the Privacy and
Security Rule, including 45 C.F.R. § 164.581.
j. Health Care Provider shall have the meaning given such term in 45 C.F.R. § 160.103.
k. HIPAA means the Health Insurance Portability and Accountability Act of 1996, Public Law
104-91, as amended, and related HIPAA regulations at 45 C.F.R. §§ 160-164.
1. Individual shall have the meaning given to the term under the Privacy and Security Rule,
including, but not limited to, 45 C.F.R. § 160.103. It shall also include a person who qualifies
as a personal representative in accordance with 45 C.F.R. §164.582(g).
m. Payment shall have the meaning given such term in 45 C.F.R. § 164.581.
n. Privacy and Security Rule shall mean the Standards for Privacy of Individually Identifiable
Health Information and Security Standards for the Protection of Electronic Protected Health
Information that are codified at 45 C.F.R. parts 160 and 164, subparts A, C, and E.
o. Protected Health Information or PHI shall have the meaning given such term under the Privacy
and Security Rule in 45 C.F.R. § 160.103. It shall include any information created or received
by Business Associate from or on behalf of Client.
p. Required By Law shall have the meaning given to the term under the Privacy or Security Rule.
q. Security Incident shall mean the attempted or successful unauthorized access, use, disclosure,
modification, or destruction of information or interference with system operations in an
information system as provided in 45 C.F.R. § 164.304.
r. Subcontractor shall have the meaning given to the term under 45 CFR § 160.103.
s. Unsecured PHI shall have the meaning given to such term under the Privacy and Security
Regulations at 45 C.F.R. §164.402. Specifically, unsecured PHI shall mean PHI that is not
secured by a technology standard approved by the Secretary of HHS that renders PHI unusable,
unreadable, or indecipherable to unauthorized individuals.
d. Obligations of Business Associate
a. Permitted Uses. Business Associate shall not use or disclose PHI except for the purpose of
performing Business Associate's obligations under the Agreement or as Required by Law or
authorized by the Individual who is the subject of the PHI.
b. Permitted Disclosures. Business Associate may disclose PHI for the purpose of performing
Business Associate's obligations under the Agreement and BAA. So long as such use or
disclosure does not violate the Privacy and Security Rule, the Agreement, or this BAA,
Business Associate may use PHI (a) as is necessary for the proper management and
administration of Business Associate's organization, or (b) to carry out the legal responsibilities
of Everside, and (c) to fulfill its responsibilities under the Agreement. If Business Associate
discloses PHI to a third party, Business Associate must obtain, prior to making any such
disclosure, (i) reasonable written assurances from such third party that such PHI will be held
confidential as provided pursuant to this BAA and only disclosed as Required by Law or for
the purposes for which it was disclosed to such third party, and (ii) a written agreement from
e 2022 [verside I lealth. LLC. All rights reserved Confidential.
24
such third party to immediately notify Everside of any breaches of confidentiality of the PHI,
to the extent it has obtained knowledge of such breach.
c. Prohibited Uses and Disclosures. Business Associate shall not use or disclose PHI to a health
plan for payment or health care operations purposes if the patient has requested this special
restriction, and has paid out of pocket in full for the health care item or service to which the
PHI solely relates. Everside shall not directly or indirectly receive remuneration in exchange
for PHI, except with the prior written consent or authorization of the Individual; however, this
prohibition shall not affect payment by Client to Everside for services pursuant to the
Agreement. Business Associate shall not use or disclose Genetic Information for underwriting
purposes in violation of HIPAA.
d. Appropriate Safeguards. Business Associate shall develop, implement, maintain, and use
appropriate safeguards as are necessary to prevent the use or disclosure of the PHI other than
as permitted by the Agreement or this BAA, and to implement administrative, physical and
technical safeguards as required by the Privacy and Security Rule in order to protect the
confidentiality, integrity, and availability of PHI that Everside creates, receives, maintains, or
transmits, to the same extent as if Everside were a client.
e. Business Associate's Agents. Business Associate shall ensure that any agents, including
subcontractors, to whom it provides PHI, agree, in writing, to the same restrictions and
conditions that apply to Business Associate with respect to such PHI. Business Associate shall
implement and maintain sanctions against agents and subcontractors that violate such
restrictions and conditions and shall mitigate the effects of any such violation.
f. Designated Record Set. If Business Associate maintains a designated record set on behalf of
Client, Everside shall make such information available to Client for inspection and copying
within thirty (30) days of a request by Client to enable Client to fulfill its obligations under the
Privacy and Security Rule. If Business Associate maintains an Electronic Health Record on
behalf of Client, Business Associate shall provide such information in electronic format to
enable Client to fulfill its obligations under HIPAA. Likewise, within thirty (30) days of receipt
of a request from Client for an amendment of PHI or a record about an individual contained in
a Designated Record Set, Business Associate or its agents or subcontractors shall make such
PHI available to Client for amendment. If any individual requests an amendment of PHI
directly from Business Associate or its agents or subcontractors, and the PHI is originally
received from Client, Business Associate will notify Client in writing within thirty (30) days
of the request. Any approval or denial of amendment of PHI maintained by Business Associate
or its agents or subcontractors shall be the responsibility of Client. Upon approval of Client,
Business Associate shall appropriately amend the PHI maintained by it, or any of its agents or
subcontractors.
g. Accounting Rights. Within thirty (30) days of notice by Client of a request for an accounting
of disclosures of PHI from an Individual under 45 CFR § 164.528, Business Associate and its
agents or subcontractors shall make available to Client the information required for Client to
provide an accounting of disclosures in order to enable Client to fulfill its obligations under the
Privacy and Security Rule. Business Associate will not be obligated to record or otherwise
account for disclosures of Client's PHI if Client need not account for such disclosures.
Business Associate shall maintain the disclosure information for at least 6 years following the
date of the accountable disclosure under this Section of the BAA. In the case of a direct request
2022 LYcrsidc IIcahh. I I C. All rights resoved. Conlidcnlial.
25
for an accounting from an Individual, Business Associate shall notify Client of the request and
shall provide such accounting of disclosures to the Individual. Business Associate shall not
disclose any PHI unless such disclosure is required by law or is in accordance with this BAA
and shall document such disclosures.
h. Governmental Access to Records. Business Associate shall make its internal practices, books
and records relating to the use and disclosure of Protected Health Information available to
Client and to the Secretary of Health and Humans Services (HISS) for purposes of determining
Client's compliance with the Privacy and Security Rule.
i. Minimum Necessary. Business Associate and its agents or subcontractors shall request, use,
and disclose only the minimum amount of PHI necessary to accomplish the purpose of the
request, use, or disclosure.
j. Notification to Client of Breach or Unauthorized Disclosure. Everside shall notify Client within
twenty (20) business days of any suspected or actual breach of security, intrusion or
unauthorized access, use or disclosure of PHI not permitted by the Agreement and this BAA
of which Business Associate becomes aware, and/or any actual or suspected Breach of
unsecured PHI of which Business Associate becomes aware. A breach shall be treated as
discovered in accordance with 45 CFR §164.410. The notification shall include the
identification of each individual whose PHI or unsecured PHI has been, or is reasonably
believed by the Business Associate to have been, accessed, acquired, or disclosed during such
breach, a brief description of what happened including the date of the breach, the date of
discovery of the breach and a description of the types of PHI or unsecured PHI that were
involved in the Breach. Business Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Business Associate of a use or disclosure of PHI or unsecured
PHI by Business Associate in violation of the requirements of this BAA.
k. Breach Pattern or Practice by Client. If Business Associate knows of a pattern of activity or
practice of the Client that constitutes a material breach or violation of the Client's obligations
under the Agreement, this BAA, or the Privacy and Security Rule, Business Associate must
take reasonable steps to cure the breach or end the violation.
1. Audits, Inspection and Enforcement. Within twenty (20) days of a written request by Client,
Business Associate and its agents or subcontractors shall allow Client to conduct a reasonable
inspection of the facilities, systems, books, records, agreements, policies and procedures of
Business Associate relating to the use or disclosure of PHI pursuant to this BAA.
e. Termination
a. Term. The term of this BAA shall be effective as of the date of execution and shall remain in
effect until the later of one (1) year from the effective date or the expiration or termination of
the underlying Agreement. Any provision related to the use, disclosure, access, or protection
of PHI shall survive termination of the BAA and Agreement.
b. Material Breach. A breach by Business Associate, or its agents or subcontractors, of any
provision of this BAA or of the data provisions of the Agreement, as determined by Client,
shall constitute a material breach of the Agreement and shall be grounds for immediate
termination of this BAA. Client may terminate this BAA effective immediately, if (i) Business
Associate is a defendant in a criminal proceeding for a violation of HIPAA, HITECH, the
Privacy and Security Rule, or other security or privacy laws or (ii) there is a finding or
2022 L'vetside Ilealth. U.C. .All rights reserved. Confidential.
26
stipulation that Business Associate has violated any standard or requirement of HIPAA,
HTTECH, the Privacy and Security Rule, or other security or privacy laws in any administrative
or civil proceeding regarding the Agreement or services thereunder.
c. Effect of Termination. Upon termination of the Agreement for any reason, Business Associate
shall, return to the appropriate covered entity or destroy as appropriate all PHI that Everside or
its agents or subcontractors still maintain in any form, and shall retain no copies of such PHI
except as necessary to fulfill its obligations under the Agreement, to continue its proper
management and operations, or to comply with applicable law. If return or destruction is not
feasible, Business Associate's obligation to protect the privacy and safeguard the security of
Client's PHI as specified in this Agreement will be continuous and survive the termination or
other conclusion of this BAA. Business Associate shall limit its further use of such PHI to those
purposes that make the return or destruction of such PHI infeasible. If Client elects destruction
of the PHI, Business Associate shall certify in writing to Client that such PHI has been
destroyed as promptly as possible, but no later than 30 calendar days following the termination
or other conclusion of this BAA.
4. Amendment
The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving
and that amendment of the Agreement or this BAA may be required to provide for procedures to ensure
compliance with such developments. The parties specifically agree to take such action as is necessary to
implement the standards and requirements of HIPAA, the Privacy and Security Rule, and other applicable
laws relating to the security or confidentiality of PHI.
5. No Third Party Beneficiaries
Nothing express or implied in the Agreement or BAA is intended to confer, nor shall anything herein confer,
upon any person other than Client, Business Associate, and their respective successors or assigns, any
rights, remedies, obligations or liabilities whatsoever.
6. Effect on Agreement
Except as specifically required to implement the purposes of this BAA, or to the extent inconsistent with
this BAA, all other terms of the Agreement shall remain in full force and effect.
7. Indemnification
Business Associate shall indemnify, hold harmless and defend Client from and against any and all claims,
losses, liabilities, costs and other expenses resulting from, or relating to, any third party claim arising from
an alleged breach by Business Associate or in connection with the representations, duties and obligations
of Business Associate under this Agreement.
Client shall indemnify, hold harmless and defend Business Associate from and against any and all claims,
losses, liabilities, costs and other expenses resulting from, or relating to, any third party claim arising from
an alleged breach by Client or in connection with the representations, duties and obligations of Client under
this Agreement.
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If the indemnifying party assumes the defense of a claim, the indemnified party shall have the right, at its
expense, to participate in the defense of such claim, and the indemnifying party shall not take any final
action with respect to such claim without the prior written consent of the indemnified party. The parties'
respective rights and obligations under this Section 7 shall survive termination of the Agreement. The
Client's responsibilities under this section are only to the limits set forth in 768.28, Florida Statutes.
Interpretation
The provisions of this BAA shall prevail over any provisions in the Agreement that may conflict or appear
inconsistent with any provision in this BAA, including any prior Business Associate Agreements entered
into between the parties. This BAA and the Agreement shall be interpreted as broadly as necessary to
implement and comply with HIPAA, the Privacy and Security Rule. The parties agree that any ambiguity
in this BAA shall be resolved in favor of a meaning that complies and is consistent with HIPAA, and the
Privacy and Security Rule. The parties stipulate and agree that Business Associate may unilaterally amend
this BAA to comply with any changes to the Privacy and Security Rule or any other applicable law.
9. Non -Discrimination
Everside shall not discriminate against any individual on the basis of race, color, age, creed,
religion, sex, sexual orientation, ancestry, national origin, marital status, genetic information,
pregnancy or handicap/disability, nor shall Everside fail or refuse to reasonably accommodate
disabilities in accordance with applicable law.
IN WITNESS WHEREOF, the parties have executed this BAA to be effective as of the date first
written above.
EVERSIDE
Everside Health, LLC, on behalf of Everside
Health's Single Affiliated Covered Entity
By:
Name: Betsy Donat-Ardita
Title: Privacy Officer
Date: Mar1,2023
CLIENT
Indian River County, on behalf of its group health
plan
.•ov�.jY C 0& 1
6
•.
By: G(tic,- - 'V l n
Name: Jo . E_a_rmanE,7
Title: Chairman
Date: February 21, 2023 q,,.' '�o`:�•
. ti000111
Attest: Jefrrey R. Smith, Clerk of
Circuit Court and Comptroller
sm.ww�w
,Jim=
APPROVED A5 TO FORM
Ail!0 L.EGAI.
COUNTY AWORNE' y
a 2022 BoAde Hcallh.11C. All rights reserved. Crmftdential.
28
EXHIBIT C
Laboratory and Pharmaceutical Expenses
Labs. Lab tests may be recommended to patients based on their individual needs.
Everside shall bill, and Client shall pay for the pass-through lab testing costs Everside
incurs on behalf of Client from its contracted lab vendor. Such costs will be reflected on
regular invoicing Client receives in accordance with the Agreement. Client may request
de -identified information related to actual lab services ordered if desired.
2. On-site Pharmaceutical Supplies. The Everside Health Center stocks a formulary of
commonly prescribed generic medications, which providers may dispense to patients
onsite. Everside will bill, and Client shall pay, the pass-through costs for medications as
dispensed. Such costs will be reflected on regular invoicing Client receives in accordance
with the Agreement. Client may request de -identified information related to the actual
medications dispensed.
3. Immunizations, Injections, and LARCs. The Everside Health Center stocks and may
administer common pediatric and adult vaccinations and injections. The Everside Health
Center may also order long-acting reversible contraceptives (LARCs) such as IUDs and
implants as needed. There is no charge for administration of these items. However, for
the vaccine, injectable, or device itself, Everside will bill the Client.
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 C based on the input and guidance of the Medical Team.
�'. 2022 B'etside health. LLC. All rights reserved. Confidential.
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EXHIBIT D
Start -Up Requirements
The items and services listed below are required at the Everside Health Center. Everside shall
arrange costs for all necessary items ("Start -Up Costs"), including but not limited to the items
listed below, and shall bill Client on a monthly basis as needed.
1. Building Services.
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. Dedicated internet circuit with minimum of 50/50 Mbps speed and wireless access
points providing strong signal strength throughout the health center
e. Cleaning services and appropriate waste disposal services
f. Security system with keypad entry
2. Facility Features.
a. At least 1,500 square feet of dedicated space
b. Secure/lockable spaces to protect confidential records, drugs, and equipment
c. Soundproof spaces for Medical Team offices and exam rooms
d. Clear and visible access to Everside Health Center from street/parking lot
e. Opportunity for private/discrete access to and from Everside Health Center
f. Professional medical tile floors
g. A professional and attractive health care environment
h. Break room for the Medical Team that includes basic kitchen appliances
i. Restrooms located near exam rooms for urine samples, etc.
j. Professional lighting
3. Facility Assets.
a. Medical equipment & non -disposable medical supplies
b. Telephone system & cabling
c. Office supplies
d. Technology (office software & firewall)
e. Office furniture
f. Security system & sound attenuation equipment
g. Interior signage and artwork
4. Space Layout. Everside shall develop the space and interior design and furnishings for the
Everside Health Center utilizing standard finishes, color scheme and preferred vendors who
meet necessary quality and specifications standards. Before finalizing the layout and design,
Everside will review with the Client and provide an opportunity for input.
5. Compliance. Everside shall be responsible for build out and ensuring that all building
construction and/or renovation for the Everside Health Center is performed according to
applicable state codes, standards, and policies pertaining to fire prevention and building safety.
di 2022 Everside I ludth. LLC. All rights reserved. Confidential.
30
Responsibility for Operations and Maintenance Expenses
Everside shall coordinate with independent or third -party vendors as necessary to permit the
following supplies and services to be available at the Everside Health Center. Upon Client's prior
approval of such vendors, and further upon Client's prior approval of costs in excess of any
maximum amounts described below, Client will be responsible for costs associated with the
following supplies and services.
1. Replenishment of Clinical, Medical, and Office Supplies. Client will assume financial
responsibility, on an on-going basis, for all clinical, medical, and office supplies. Everside
will be responsible for providing, on Everside's regular invoices issued to Client, line items
for supplies on a monthly basis. Total costs for such supplies in excess of $2,001 per month
(excluding clinic pharmaceutical stock) shall be approved by Client in advance prior to
submitting invoices that exceed $2,001 per month.
2. Routine Operational Services. Client will assume financial responsibility for the costs
associated with providing, on an on-going basis, the following operational services:
a. Telephone Service
b. Internet Service
c. Utilities
d. Lease expenses
Client further agrees to pay any termination fees associated with the above -listed Routine
Operational Services upon termination of this Agreement. Everside shall use
commercially reasonable efforts to transfer the above -listed Routine Operational Services
a successor provider upon Client's request.
Everside agrees to provide, on Everside's regular invoices issued to Client, line items for
each Routine Operational Service listed above.
3. Routine Maintenance Services. Client is responsible for the costs associated with the
services identified below ("Routine Maintenance Services"). Everside will use Everside's
preferred contract vendors to provide Routine Maintenance Services, and provide invoices
to Client in accordance with Section 3.10. Client shall pay the invoiced amount within
thirty (30) calendar days of receipt of each invoice.
a. Filtered or Bottled Water Service
b. Shredding Service
c. 02 Fill -Up
d. Hazardous Waste Removal Service
e. Alarm Monitoring
f. Cleaning Service
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4. Non -Routine Maintenance Services. Client is responsible for any expenses incurred by
Everside for non -routine maintenance, repair, or replacement of the equipment, furniture,
fixtures, or facility services required at the Everside Health Center. Everside shall submit
to Client for approval, any repair or replacement of equipment, furniture, fixtures, or
facility service, prior to contracting for the work. Everside shall provide, on its regular
invoicing to Client, line items for each Non -Routine Maintenance Service. Everside shall
provide receipts to Client for each Non -Routine Maintenance Service item invoiced upon
request. 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 Health Center.
< 2022 Eveiside I Iralth. H.C. All rights irscrrcd. Con IIdcntial.
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EXHIBIT F
Network Requirements for Member Access to Everside Services
ARTICLE I Member Portal
I.I. 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
1. Chrome
2. Firefox
3. IE
4. Note 1: Most versions of each browser will be compatible but we highly recommend that
the user download the latest version.
S. 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/portal3ll5/isp/100mp/lo in.jsp
ARTICLE II Emails
1.3. Please make sure that emails sent from the following go unblocked:
1. 129.41.172.176 (IP address)
2. mail8950.email.Eversidehealth.com (VMTA name)
3.@bounce.email.Eversidehealth.com (envelope from domain/retum-path)
4. @email.Eversidehealth.com (sending from/reply-to domain)
5. @Eversidehealth.com
6. @eclinicalmail.com
ARTICLE III Other URL's to whitelist:
1.4. Eversidehealth.com
1.5. links.email. Eversidehealth.com
c 2022 Eversidc Health. LLC. All right. reserved Contidenlial.
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Exhibit G: Performance Guarantees
The following are the initial performance guarantees agreed upon by Everside and Client. Everside
shall report to Client on such performance guarantees on an annual basis.
At -Risk Amount:
Everside agrees that beginning in the first year following the Health Center Opening Date (such
year, and each year thereafter, a "Clinic Year"), up to ten percent (10%) of all Ongoing _Operations
and Staffing Fees set forth in Section 5.2, with the exception of fees for any labs collected and any
prescription medications dispensed at the Everside Health Center, that are paid annually (the "At -
Risk Amount") shall be at risk for the performance guarantees set forth herein. The At -Risk
Amount is allocated to the following three categories:
1. Patient Satisfaction 40% of At -Risk Amount
2. Engagement 30% of At -Risk Amount, beginning Clinic Year 2
3. Clinical Performance 30% of At -Risk Amount
,'. 2022 Bositic Ilcallh, LLC. All rights rescived. Confidential.
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1. Patient Satisfaction Performance Guarantee:
The amount at risk for the Patient Satisfaction Guarantee will be 40% of the At -Risk Amount.
Definitions:
• Population: Patients Age > 18 years.
• NPS: Net Promoter Score (NPS) is calculated by subtracting the percentage of Detractors
from the percentage of Promoters, in the patient satisfaction survey.
Conditions:
• If the Everside Health Center is not fully staffed with a Medical Team as defined in Section
1.7 for 120 consecutive days or more during the 1 -year measurement period, then the
Patient Satisfaction Performance Guarantee for said year shall be void.
• If Everside makes available 50 or more surveys but receives fewer than 50 surveys during
the 1 -year measurement period, then the Patient Satisfaction Guarantee for said year shall
be void.
Patient Satisfaction Survey: Everside will send a Patient Satisfaction Survey after an appointment.
During each Patient Satisfaction Survey, respondents give a rating between 0 (not at all likely) and
10 (extremely likely) and, depending on their response, they fall into one of 3 categories to
establish an NPS score:
• Promoters respond with a score of 9 or 10 and are typically loyal and enthusiastic patients.
• Passives respond with a score of 7 or 8. They are satisfied with the service but not happy
enough to be considered promoters.
• Detractors respond with a score of 0 to 6. They are unhappy patients who are unlikely to
engage again and may even discourage others from engaging with us.
Patient Satisfaction Performance Guarantee metric:
Annual Net Promoter Score Percent of At -Risk Amount to
Refund to Client
<70% 40%
>80% 0%
2022 E%cnide Ilcallh. LLC. All rights icscned. Confidential.
35
2. Engagement Performance Guarantee:
The amount at risk for the Engagement Performance Guarantee will be 30% of the At -Risk
Amount, and shall begin in the second year in which Members have access to the Health Center.
Definitions:
• Population: Eligible Members age > 18 years will be considered.
Unique Engagement Rate: For the purpose of evaluating the Engagement Performance
Guarantee, Unique Engagement Rate is defined as the unique patients (and not visits by
the same individuals) that were engaged by Everside during the Clinic Year.
Engagement: Engagement is defined as any patient interaction with an Everside provider
using any modality such as in-person, video, phone, portal and mobile app (including
secure messaging, prescription refills, remote monitoring, or health coaching).
Conditions:
• If the Everside Health Center is not fully staffed with a Medical Team as defined in Section
1.7 for 120 consecutive days or more during the 1 -year measurement period, then the
Engagement Performance Guarantee for said year shall be void.
• Client must adhere to Communications and Data clauses in Section 4.7; otherwise,
this Engagement Performance Guarantee Metric is void.
Engagement Performance Guarantee Metric:
1. The engagement performance guarantee set forth in the table below is based on
percentage of Enrolled Members ages 18 and older who have at least one
engagement with Everside between the start and end of each year.
2. Furthermore, beginning on the first annual anniversary of the Health Center
Opening Date and continuing each year during the term of the Agreement, Everside
guarantees that 50% or more of individuals, who have been Eligible Members for
180 days or more, ages 18 and older, will have a documented annual physical exam
in the last 365 days. If this target is not met in any given year, then Everside will
refund 5% of the At -Risk Amount to Client.
c- 2022 E%erside IIcallh. LLC. All rights rescnrd. Conlidenlial.
36
Patient
Percent ofAt-Risk
Year
Engagement
Amount to Refund to
1610
Client if Target is Not
Met
Year 2: First annual anniversary of Health
<45%
25%
Center Opening Date to second annual
>55%
0%
anniversary of Health Center Opening Date
Year 3: Second annual anniversary of
<50%
25%
Health Center Opening Date to third
>60%
0%
annual anniversary of Health Center
Opening Date
2. Furthermore, beginning on the first annual anniversary of the Health Center
Opening Date and continuing each year during the term of the Agreement, Everside
guarantees that 50% or more of individuals, who have been Eligible Members for
180 days or more, ages 18 and older, will have a documented annual physical exam
in the last 365 days. If this target is not met in any given year, then Everside will
refund 5% of the At -Risk Amount to Client.
c- 2022 E%erside IIcallh. LLC. All rights rescnrd. Conlidenlial.
36
3. Clinical Performance Guarantee:
The amount at risk for the Clinical Performance Guarantee will be 30% of the At -Risk Amount.
Definitions:
• Population: Only individuals who have been Eligible Members for > 180 days, with age
> 18 years, and who also have seen an Everside provider to complete a physical
examination will be considered.
• The amount at risk for each Clinical Measure, which shall be refunded to the Client if the
target for such Clinical Measure is not met, shall be 5% of the At -Risk Amount.
Conditions:
• If the Everside Health Center is not fully staffed with a Medical Team as defined in Section
1.7 for 120 consecutive days or more during the 1 -year measurement period, then the
Clinical Performance Guarantee for said year shall be void.
Clinical Performance Guarantee metric: The table below depicts the clinical performance
guarantee:
2022 Fwisidc Hcahh. LLC. All rights rescned. Comtidcntial.
38
Numerator compliant: HbAlc performed
and <8% in measurement period.
Numerator noncompliant: if Hbalc > 8%,
missing a result or not done in
measurement period
A nephropathy screening or monitoring test
(Urine Protein); evidence of treatment for
All patients 18-
75 with DM Type ?54%
1 or Type 2
nephropathy or ACE/ARB therapy; Evidence
of stage 4 chronic kidney disease; evidence All patients 18
of ESRD; Evidence of kidney transplant; A 75 with Type ?86%
visit with a nephrologist (as evidence by 1 or Typee 2
2
referral); At least 1 ACE inhibitor or ARB
dispensing event
?51%
Patients 18 and older screened for BMI
All patients 18
years or older
Patients 18-59 years of age whose BP was
with a confirmed
<140/90 mmHg; Patients 60-85 years of age
dx of HTN
w/ dx of DM whose BP was <140/90;
documented in
Patients 60-85 years of age w/o a dx of DM
Problem list, OV
whose BP was <150/90mmHg
note, SOAP note,
Patients 18 and older identified as current
Encounter form,
or heavy nicotine/tobacco users who
dx report.
?51%
Patients 18 and older screened for BMI
All patients who
are 18 years and >_60%
using height and weight.
older
Patients 18 and older screened for clinical
All patients who
depression using either a PHQ-2 or PHQ-9
are 18 years and >_75%
during the measurement period.
older
All patients who
Patients 18 and older identified as current
are 18 years and
or heavy nicotine/tobacco users who
older who
receive evidence -based counseling focused
identify as >_20%
on shifting someone towards quitting
current or heavy
tobacco/nicotine use.
tobacco or
nicotine user
a 2022 Bcrsidc Ilealth. I I.C. All ioeinetl. Cnnlidcntial
5%
5%
5%
5%
41
Indian River County_Everside_Client Agreement
-BAA _1 Mar2023
Final Audit Report
2023-03-01
Created: 2023-03-01
By: Janice Boger Qanice.boger@eversidehealth.com)
Status: Signed
Transaction ID: CBJCHBCAABAAR54JTjJ405neZ1TZ9mhTcmHQevmLiWbo
"Indian River County_Everside_Client Agreement -BAA -1 Mar20
23" History
Document created by Janice Boger aanice. boger@eversidehealth.com)
2023-03-01 - 10:36:26 PM GMT
Document emailed to heather.dixon@eversidehealth.com for signature
2023-03-01 - 10:39:31 PM GMT
Document emailed to Betsy Donat- Ardita(betsy.donat@eversidehealth.com) for signature
2023-03-01 - 10:39:31 PM GMT
Email viewed by heather.dixon@eversidehealth.com
2023-03-01 - 10:44:02 PM GMT
Signer heather.dixon@eversidehealth.com entered name at signing as Heather Dixon
2023-03-01 - 10:44:19 PM GMT
tic; Document e -signed by Heather Dixon (heather.dixon@eversidehealth.com)
Signature Date: 2023-03-01 - 10:44:21 PM GMT - Time Source: server
Email viewed by Betsy Donat- Ardita(betsy.donat@eversidehealth.com)
2023-03-01 - 11:09:25 PM GMT
&0 Document e -signed by Betsy Donat- Ardita(betsy.donat@eversidehealth.com)
Signature Date: 2023-03-01 - 11:09:49 PM GMT - Time Source: server
® Agreement completed.
2023-03-01 - 11:09:49 PM GMT
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