HomeMy WebLinkAbout2026-036A TRUE COPY
CERTIFICATION ON LAST PAGE
RYAN L. BUTLER, CLERK
ASSIGNMENT & FIRST AMENDMENT TO CLIENT AGREEMENT
This Assignment & First Amendment to the Everside Client Agreement (the
"Amendment"), dated January 1, 2026 (the "Effective Date"), is made by and among the Indian
River County ("Client"), Everside Health, LLC, and Marathon Health, LLC ("Marathon").
RECITALS
WHEREAS, Client and Marathon are parties to that certain Everside Client Agreement
dated March 1, 2023, for certain preventive, wellness, disease management, health
consultation and primary care services, as amended from time to time (as amended, the
"Agreement");
WHEREAS, the indirect parent companies of Marathon and Everside entered into a
merger effective February 7, 2024, resulting in the common control of Marathon and Everside,
and Everside desires to assign the Agreement from Everside to Marathon;
WHEREAS, Marathon and Client wish to amend the Agreement to (i) acknowledge the
assignment of the Agreement from Everside to Marathon and (ii) otherwise amend the
Agreement as reflected herein; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties
agree as follows:
1. Assignment of Agreement; Acknowledgment.
a) Everside hereby assigns its right, title and interest under, in and to: (i) the
Agreement; and (ii) the Business Associate Agreement by and between
Everside and Client dated March 1, 2023 (the "Business Associate
Agreement") to Marathon (as an affiliate under common control with Everside),
and delegates all of its rights and obligations under the Agreement and
Business Associate Agreement to Marathon. Marathon accepts such right, title
and interest of Everside in and to the Agreement and the Business Associate
Agreement and assumes said obligations and liabilities of Everside relating
thereto. This assignment shall bind and inure to the benefit of the parties
hereto.
b) Client acknowledges that: (i) the above-described assignment shall be effective
as of the first of the month of the next month following the Effective Date; (ii) all
references to "Everside" in the Agreement or the Business Associate
Agreement shall be read to reference Marathon; and (iii) the "Everside Client
Agreement' shall be referred to as the "Client Agreement."
2. Notices. Client acknowledges that notices given to Marathon in accordance with
Section 8.8(a) of the Agreement shall be sent to:
Marathon Health, LLC
Attention: Jeff Wells, CEO
802-857-0400
A TRUE COPY
CERTFICAION ON LAST RYAN, L. BUTTLLER, CLERK
PAGE
Via USPS:
P. O. Box 1433
Portsmouth, NH 03802
Via UPS/FedEx:
2900 W. Market Street, Suite 2900
Indianapolis, IN 46204
Copy to:
Marathon Health, LLC
Attention: General Counsel
legal@marathon. health
3. Addition of Section 3.1(k) — Patient Support Call Center. The following additional
service to be provided by Marathon is inserted as paragraph (k) in Section 3.1:
(k) Patient Support Call Center. Marathon will operate a patient support call
center for Member appointment scheduling, responding to questions,
incentive information, service escalations and other patient support
during regular Health Center operating hours.
4. Fees. The Parties acknowledge and agree that Marathon has waived its customary
service fee for the provision of the Patient Support Call Center services in the amount
of $11,606 per year.
5. Miscellaneous. This Amendment is made under and incorporates the terms and
conditions of the Agreement. The terms and conditions set forth in this Amendment
are in addition to and not in substitution of any terms or conditions set forth in the
Amendment. Capitalized terms not otherwise defined in this Amendment shall have
the meanings ascribed to them in the Agreement. Except as specifically modified by
this Amendment, the terms and conditions of the Agreement remain in full force and
effect.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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STATE OF FLORIDA
INDIAN RIVER COUNTY
THIS IS TO CERTIFY THAT THIS IS ATRUE AND CORRECT
COPY OF THE ORIGINAL ON FILE IN THIS OFFICE
r7ll RYAN L. BUTLER, CLERK 1
IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment
as of the Effective Date.
INDIAN RIVER COUNTY
_ *�• �c+.� ••moi°•
Deryl Loar, Chaim#n
Board of County Cd iS§iorT'
Date: March 2 , 2026
Attest: Ryan Butler, Clerk of Court
& Comptroller
Deputy Clerl
Approved as to Form:
",`g w `
J nifer V1. Shuler, County Attorney
EVERSIDE HEALTH, LLC
By: _
Name:
Title: _
Date:
3
MARATHON HEALTH, LLC
By:
Date:
Jeff Wells, CEO