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Home My WebLink About2024-122ADocusign Envelope ID: OEEAC2F6-E1EO-4116-89F1-FFD05COAFB14 vvefside HEALTH May 28, 2024 Suzanne Boyll Human Resources Director Indian River County BOCC 1800 271,s St., Bldg. B Vero Beach, FL 32960 Re: Memorandum of Understanding re: Eligible Employees & Performance Guarantees Dear Ms. Boyll, This memorandum of understanding serves to clarify a typographical error and confirm the population eligible for performance guarantees in your Client Agreement with Everside. As you know, Everside Health LLC ("Everside") and Indian River County ("Indian River") entered into a Client Agreement dated March 1, 2023 ("Agreement") for the provision of health and wellness services. Under Section 1.8 of the Agreement, employees participating in Indian River's health plan, along with spouses, partners, and dependent children 2+ participating in the health plan through those employees, are eligible to receive the health and wellness services ("Members" or "Eligible Members"). Exhibit G of the Agreement then outlines certain performance guarantees, including an Engagement performance guarantee in Section 2 of Exhibit G. Section 2.2 of Exhibit G inadvertently states that the "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" The use of the word "Eligible" is a typographical error, and should instead state "Enrolled." Please return a signed copy of this memorandum of understanding to confirm your agreement. If you have any questions, please reach out to your contacts at Everside. Sincerely, EVERSIDE HEALTH, LLC " 7/24/2024 Signature & Date Sign ure & Date Attest: Ryan L. Butler, Clerk of Circuit Court and Comptroller 1400 Wewatto St., Ste. 350, Denver, CO 80202 N� �MdA— RIVER �_ ti •'R��fR COUP?Z� :•� APPROVED AS TO FORM AND SUF I BY WILLIAM K. DEBRAAL COUNTY ATTORNEY Docusign Envelope ID: OEEAC2F6-E1EO-4116-89F1-FFD05COAFBI4 CC: Micah Moughon, Client Success Manager, Everside Health LLC 1400 Wewatta St., Ste. 350, Denver, CO 80202 Docusign Envelope ID: OEEAC2F6-E1EO-4116-89F1-FFD05COAFB14 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 Onerations 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 L'wnaidc I Iudlh, LLC. All 61dus mnryt 1. Cunlldoitiul. 34 Docusign Envelope ID: OEEAC2F6-E1EO-4116-89F1-FFD05COAFBI4 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 l -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% licer>ide Ihmhh. 1.1.(' All 6rhl> jcwiNcd ( omlidrnlial 35 Docusign Envelope ID:OEEAC2F6-E1E0-411B-89F1-FFD05COAFB14 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 �1�d Opening Date and continuing each year during the term of the Agreement, Everside � guarantees that 50% or more of individuals, who have beer�ligibl 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. 2022 G�rnidv Ilr.dlh. l.L( All iighl> wsrncd (unlidenlinl 36 Percent of At=Risk Patient Amount to Refund to Year Engagement 6/0Client 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 �1�d Opening Date and continuing each year during the term of the Agreement, Everside � guarantees that 50% or more of individuals, who have beer�ligibl 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. 2022 G�rnidv Ilr.dlh. l.L( All iighl> wsrncd (unlidenlinl 36 LE jR4WPqU- J, 'Wkia= Sjq2jJ IJV -,'n VPH aP1=Aa ZZOZ 0 D:(31 odolGAu3 uBisnoo(3 Docusign Envelope ID: OEEAC2F6-E1EO-411B-89F1-FFD05COAFBI4 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: t; 2022 BeNidr iii:ilth. LLC. All rights rowTved. Cunfidrniial. 38 Docusign Envelope ID: 0EEAC2F6-E1EO-4116-89F1-FFD05COAFBI4 Numerator compliant: HbAlc performed and <8% in measurement period. All patients 18 - Numerator noncompliant: if Hbalc > 8%, 75 with DM Type z54% missing a result or not done in 1 or Type 2 measurement period A nephropathy screening or monitoring test (Urine Protein); evidence of treatment for nephropathy or ACE/ARB therapy; Evidence of stage 4 chronic kidney disease; evidence All patients of ESRD; Evidence of kidney transplant; A 75 with Type Z8690 visit with a nephrologist (as evidence by 1 or Typee 2 T 2 referral); At least 1 ACE inhibitor or ARB dispensing event Patients 18 and older screened for clinical All patients who depression using either a PHQ-2 or PHQ-9 are 18 years and during the measurement period. older All patients 18 Patients 18 and older identified as current 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 z51% Patients 60-85 years of age w/o a dx of DM Problem list, OV whose BP was <150/90mmHg note, SOAP note, nicotine user Encounter form, dx report. Patients 18 and older screened for BMI All patients who using height and weight. are 18 years and 2:60% older Patients 18 and older screened for clinical All patients who depression using either a PHQ-2 or PHQ-9 are 18 years and during the measurement period. older I�cisiikHrallh II( All iighbicKy.ul ('anlidcnlial 39 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 on shifting someone towards quitting current or heavy tobacco/nicotine use. tobacco or nicotine user I�cisiikHrallh II( All iighbicKy.ul ('anlidcnlial 39 Docusign Envelope ID: OEEAC2F6-E1EO-4116-89F1-FFD05COAFBI4 Indian River County_Everside_Client Agreement -BAA-1 Mar2023 Final Audit Report 2023-03-01 Created: 2023-03-01 By Janice Boger (Janice boger@eversidehealth.com) Status: Signed Transaction ID: CBJCHBCAABAAR54JTjJ405neZ1TZ9mhTcmHQevmLiWbo "Indian River County_Everside_Client Agreement -BAA -1 Mar20 23" History Document created by Janice Boger (Janice.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 5, 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 Document e -signed by Betsy Donat- Ardita(betsy.donat@eversidehealth.com) Sionature Date: 2023-03-01 - 11:09:49 PM GMT - Time Source: server Agreement completed. 2023-03-01 - 11:09:49 PM GMT Adobe Acrobat Sign