R2020-179 Resolution Authorizing the City Manager to Negotiate Terms and Execute an Agreement for Creation of a Healthcare Clinic to Service Participants in the City's Healthcare Benefit Plan with Paladina Health, LLC, DBA Activate Healthcare

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(a) Notice. Paladina shall provide notice to Client of any potential Participating Group. Client shall have the right to refuse a potential Participating Group access to any Clinic at which Client is a clinic host, only if(a)the potential Participating Group is a business competitor of Client or which is incompatible with Client's mission; (b) the Client believes that the new potential participating group will adversely impact the services provided by the Paladina Clinic to the Clients members and employees; and (c) within no more than ten (10) business days of receiving such notice from Paladina, Client provides a written response to Paladina declining the Participating Group. Unless such response is received by Paladins no later than ten(10)business days following Client's notice of the potential Participating Group, Paladina shall have the right to permit access to the Paladina Clinic for the Participating Group ninety(90)days after the Clinic Opening Date.If the Client believes that adding one or more new groups to the clinic will adversely impact services to the Client,then the Client and Paladina will meet to discuss contract or service amendments that address the Client's concern. (b) Compensation for Clinic Establishment and Ongoing Operations. In the event that one or more organizations become a Participating Group, Paladina shall require that each such Participating Group be made responsible for contributing to Clinic Establishment (including build-out, start-up and set-up costs) and/or ongoing Operations costs. The amount of any Participating Group's contribution shall on a per member per month basis,or other basis upon which the parties may agree, and credited to Client. 7. Term and Termination of Agreement. 7.1 Term. This Agreement shall be effective on the Effective Date and continue for a period of three (3) years beyond the date Members have initial access to the Paladina Clinic (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 prior to the end of the then current term. (a) Second Anniversary Termination O to ion. Two (2) years after the date Members have initial access to the Paladina Clinic, Client may terminate this Agreement,without penalty, if the mutually agreed upon return on investment ("ROI") through the first two years of the Agreement is less than 1.00, and the Client will be credited for any fees already paid for services after the second year anniversary of Clinic operation. ROI is defined as follows: ROI equals: Gross Annual Claims Savings (medical and Rx incurred claims) Monthly Services Fees (§5.2) + Other Expenses (§5.1) - Access Fees (§6.1) Gross Annual Claims Savings equals: Baseline claims costs annualized and based on a 12-24 month pre-access to the Paladina Clinic, excluding the entire claims cost for members with more than $100,000 in annual medical and prescription drug costs, and trended forward to each clinic year. Actual healthcare costs will be determined based on the incurred date of the costs, using a three-month runout period, and compared to the projected baseline to determine Gross Annual Claims Savings. For the avoidance of doubt, Gross Annual Claims Savings shall include: (i) savings from pre- employment screenings, (ii) savings on missed referrals, and (iii) savings from 11