7789 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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Yes
RFP
Clinic Operations and Management
Services
Gabby Leeper
7789
MARCH 22, 2022
MARCH 22, 2027
22-521
Contract # 7789
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND MARATHON HEALTH, LLC
(CONTRACT 7789)
THIS CONTRACT (this “Contract”) is made and entered into this date
______________________, by and between Marathon Health, LLC a Delaware Limited Liability
Company, whose address is 20 Winooski Falls Suite 400 Winooski, VT 05404, hereinafter referred
to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation,
hereinafter referred to as "City," to be effective upon approval of the Denton City Council and
subsequent execution of this Contract by the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City’s document
RFP 7789- Clinic Operations and Management Services, a copy of which is on file at the office of
Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written
agreement and the following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) The Partnership Health Services Agreement (Exhibit “B”) (the “Health Services
Agreement”);
(c) City of Denton’s RFP 7789 (Exhibit “C” on File at the Office of the Purchasing
Agent);
(d) Insurance Requirements (Exhibit “D”);
(e) Certificate of Interested Parties Electronic Filing (Exhibit "E");
(f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F);
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to this Contract and then to the contract documents in the order in which they are listed above.
These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
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Contract # 7789
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to
Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive
payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization.
Failure to meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY:______________________________
AUTHORIZED SIGNATURE
Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _____________________________
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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jterrill@marathon-health.com
Jeff Terrill
Chief Commercial Officer
480-650-8929
jterrill@marathon-health.com
CMO/HR
Interim Assistant City Manager/Director of Human Resources
Tiffany Thomson
SARA HENSLEY, CITY MANAGER
Contract # 7789
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $6,466,075.01. Pricing shall be per Exhibit B of
this Contract unless additional services are added or such pricing is otherwise modified by mutual
agreement.
2. Contract Terms
It is the intention of the City of Denton to award a contract for three (3) years, effective from date
of award. The City and the Supplier shall have the option to renew this contract for an additional
two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council. At the sole option of
the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6)
months.
3. Monthly Billing/Pricing
The overall monthly fees shall be as set forth in Section 4.1 and Exhibit D of the Health Services
Agreement.
4. Price Escalation and De-escalation
The Annual Fee (as defined in the Health Services Agreement) shall be firm for a period of one
year from date of contract award. Prices shall be adjusted annually as set forth in Section 4.1 of
the Health Services Agreement.
5. Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as described in Section 5.5 and Exhibit D-
1 of the Health Services Agreement.
6. Standards of Medical Professional Performance
Contractor shall contract with the independent medical professionals such that the medical
professionals are obligated to perform or deliver the following, where applicable:
(a) The medical professional shall determine his or her own means and methods of providing
medical services in connection with this Contract.
(b) The medical professional shall comply with all applicable laws and regulations with respect to
the licensing and state regulations.
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(c) The medical professional shall provide the Services in a manner consistent with all applicable
laws and regulations and in a professional manner consistent with medical services provided in the
community.
(d) The medical professional shall maintain, during the term of this Contract, Appropriate
Credentials including:
(1) A duly issued and active license to practice medicine and prescribe medication in the
State of Texas;
(2) A good standing with his or her profession and state professional association;
(3) The absence of any license restriction, revocation, or suspension;
(4) The absence of any involuntary restriction placed on his or her federal DEA
registration; and
(5) The absence of any conviction of a felony.
(e) In the event that any medical professional (1) has his or her license to practice medicine or
prescribe medication restricted, revoked or suspended, (2) has an involuntary restriction placed on
his or her federal DEA registration, (3) is convicted of a felony, or (4) is no longer in good standing
with his or her professional or state licensing authority, Contractor shall promptly remove that
Medical Professional and replace such medical professional with another medical professional that
meets the requirements of this Contract.
7. Noncompliance by the Medical Professional
In the event that the City becomes aware of any failure by a medical professional to comply with
the obligations of the medical professionals which are contemplated by this Contract, the City shall
immediately provide written notice to Contractor of such failure, which written notice shall
describe the failure in reasonable detail, and Contractor shall use reasonable business efforts to
address such failure. In the alternative, Contractor may arrange for the substitution of another
person as such medical professional.
8. Medical Records
Contractor and the medical professionals shall maintain medical records with respect to all of the
patients, all of which medical records shall be maintained in a professional manner consistent with
the accepted practice of the community in which the medical professionals provide the medical
services in connection with this Contract. Contractor shall also require the Medical Professional
comply with the Health Insurance Portability and Accountability Act of 1996 as may be amended
from time to time (HIPAA) , the Health Information Technology for Economic and Clinical Health
Act (HITECH), and all other federal, state, and local regulation governing the confidentiality of
protected health information. All patient records maintained in connection with this Contract shall
be the sole property of the medical professionals and Contractor.
The City understands and agrees that all of the medical records and other protected health
information maintained by the medical professionals will be held by the medical professionals in
strictest confidence, and that the City will not be entitled to have access to the medical records
maintained by the medical professionals, in the absence of an appropriate written authorization
from the patient/employee or permitted disclosure authorized by applicable law.
In the event of termination for any reason, Contractor agrees to electronically transfer all medical
records to any successor clinic administrator selected by the City. The electronic transfer of these
records will be in an industry standard format to be determined by Contractor and the City agrees
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to pay to Contractor an amount of $2,500 for such transfer. In the event the City requests a specific
format or requests any additional preparing, packaging, testing or similar process, the electronic
transfer of medical records will be dependent upon the successor clinic administrator or the City
agreeing to pay the costs, up to $5,000, to Contractor to cover expenses associated with preparing,
packaging, testing, transferring, and verifying the electronic transfer of medical records to the
successor clinic administrator.
9. TERMINATION WITHOUT CAUSE
The City shall have the right to terminate the Contract, in whole or in part, without cause any time
upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the
Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if
any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds
Appropriated or otherwise legally available for such purposes, for all goods delivered and services
performed and obligations incurred prior to the date of termination in accordance with the terms
hereof.
8. INDEMNITY
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor’s
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE NEGLIGENCE OF THE CONTRACTOR,
OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
9. Appropriation
The awarding or continuation of this contract is dependent upon the availability of funding. The
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City’s payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
10. Indemnification
The Parties expressly agree that no provision of the Contract is in any way intended to
constitute a waiver by Licensee (the City of Denton) of any immunities from suit or from
liability that the City of Denton may have by operation of law.
11. Confidentiality
Contractor acknowledges that the City of Denton must strictly comply with the Public Information
Act, Chapter 552, Texas Government Code in responding to any request for public information
related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement.
All material submitted by Contractor to the City of Denton shall become property of the City upon
receipt. Any portions of such material claimed by Contractor to be proprietary must be clearly
marked as such. Determination of the public nature of the material is subject to the Texas Public
Information Act, chapter 552, and Texas Government Code.
12. Limitations
City is subject to constitutional and statutory limitations on its ability to enter into certain
terms and conditions of the Agreement, which may include those terms and conditions
relating to: liens on City property; disclaimers and limitations of warranties; disclaimers
and limitation of liability for damages; waivers, disclaimers, and limitation on litigation or
settlement to another party; liability for acts or omissions of third parties; payment of
attorney’s fees; dispute resolution; and indemnities. Terms and conditions relating to these
limitations will not be binding on City, except to the extent not prohibited by the
Constitution and the laws of the State of Texas.
13. Insurance
INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
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process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverages and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers’ compensation coverage written by the Texas Workers’ Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
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disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiv. The insurance coverages specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
14. Force Majeure
The City of Denton, any Customer, and the Contractor shall not be responsible for performance
under the Contract should it be prevented from performance by an act of war, order of legal
authority, act of God, or other unavoidable cause not attributable to the fault or negligence of either
party. In the event of an occurrence under this Section, the Contractor will be excused from any
further performance or observance of the requirements so affected for as long as such
circumstances prevail and the Contractor continues to use commercially reasonable efforts to
recommence performance or observance whenever and to whatever extent possible without delay.
The Contractor shall immediately notify the City of Denton Procurement Manager by telephone
(to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and
describe at a reasonable level of detail the circumstances causing the non-performance or delay in
performance.
15. Claims
If any claim, demand, suit, or other action is asserted against the Contractor which could have a
material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give
written notice thereof to the City within ten (10) calendar days after receipt of notice by the
Contractor. Such notice to the City shall state the date of notification of any such claim, demand,
suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name
of each person against whom such claim is being asserted. Such notice shall be delivered
personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal
delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas
76201.
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Exhibit B
Health Services Agreement
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PARTNERSHIP HEALTH SERVICES AGREEMENT
THIS PARTNERSHIP HEALTH SERVICES AGREEMENT (this “Agreement”) is
made and entered into as of __________, 20__ (the “Effective Date”) by and between
City of Denton (“Client”), with its principal place of business located at 215 E. McKinney
St., Denton, TX. 76201, and Marathon Health, LLC (“Marathon”), a Delaware limited
liability company with its principal place of business located at 20 Winooski Falls Way,
Suite 400, Winooski, VT 05404. Client and Marathon may each be referred to in this
Agreement as a “Party” and, collectively, as the “Parties”.
WITNESSETH
WHEREAS, as part of its overall healthcare program, Client desires to furnish to
its Members (as defined below) certain preventive, wellness, disease management,
health consultation, occupational health and/or primary care services;
WHEREAS, Client desires to retain Marathon to provide the preventive, wellness,
disease management, health consultation, occupational health and/or primary care
services set forth on Exhibit A to Members; and
WHEREAS, Marathon wishes to provide such services in accordance with the
terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement together with all exhibits, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Client and Marathon hereby
agree as follows:
Article I
Definitions
1.1 “Care Provider” means an employee or independent contractor of Marathon who
provides Health Services to Members.
1.2 “Implementation Services” means the services described on Exhibit B related to
the setup and promotion of the Health Center.
1.3 “Collaborating Physician” means a licensed physician who has a collaborative
relationship with a nurse practitioner or physician’s assistant as required under the
laws of the state in which such nurse practitioner or physician’s assistant is
providing services.
1.4 “Eligibility File” has the meaning set forth in Section 6.6
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1.5 “Health Center(s)” means the Client’s owned or leased location(s) indicated on
Exhibit B where Marathon will provide the Health Services described herein.
1.6 “Health Services” means the preventive, wellness, disease management, health
consultation, occupational health and/or primary care services described on
Exhibit A.
1.7 “Marathon Services” means the Health Services and Implementation Services and
such other professional or support services necessary for the performance of
Marathon’s obligations under this Agreement.
1.8 “Member” means an individual eligible to receive the Health Services who is listed
in the Eligibility File.
1.9 “Start Date” means, with respect to each Health Center location described on
Exhibit A-1, the date indicated for the commencement of Health Services.
Article II
Services
2.1 Health Services. Commencing on the Start Date, Marathon will provide Members
with the Health Services described on Exhibit A at the location(s) indicated on
Exhibit A-1. Health Services that do not fall within the description set forth on
Exhibit A shall be outside the scope of this Agreement, and Client shall instruct
Members to seek outside assistance for such matters with an alternate healthcare
provider.
2.2 Implementation Services. Commencing on the Effective Date, Marathon will
provide the Implementation Services described on Exhibit B. The Parties will
cooperate with each other to facilitate the timely opening of the Health Center(s)
and to address any issues that may arise. The Parties will mutually agree to
necessary modifications to Marathon’s standard implementation timeline and/or
the Start Date on account of reasons beyond either Party’s reasonable control.
2.3 Service Orders and Amendments. Marathon may provide additional services, or
the Parties may modify the existing services, by executing a mutually agreed
service order substantially in the form attached as Exhibit F hereto (“Service
Order”) or an amendment to this Agreement (“Amendment”). Service Orders and
Amendments will include terms and conditions specific to the services described
therein including but not limited to the scope of services, fees, timeline and any
deliverables. In the event of any conflict between this Agreement and any Service
Order or Amendment, the provisions of the Service Order or Amendment, as the
case may be, will govern.
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Article III
Term
3.1 Term. The “Initial Term” of this Agreement shall begin on the Effective Date, and,
unless earlier terminated in accordance with Article VII, shall end on the third
anniversary of the Start Date. If Marathon is to provide the Marathon Services to
more than one Client location, the Initial Term shall end on the third anniversary of
the latest Start Date. The Initial Term and any Renewal Term(s) shall be the
“Term.”
3.2 Renewal Terms. The Parties shall have the option to renew this Agreement for
two (2) additional terms of one (1) year (each a “Renewal Term”), unless either
Party terminates this Agreement by delivering written notice to the other Party not
less than ninety (90) days prior to the expiration of the then current term. Failure
to provide timely written notice shall indicate a Party’s intent to automatically renew
the Agreement at the end of the then current term.
Article IV
Payment Terms
4.1 Fees. Marathon will submit invoices to Client for the Implementation Fee and
Annual Fee as set forth in Exhibit D. Marathon will invoice Client monthly for all
other services that Client elects to receive (e.g., lab services, pharmaceuticals,
customization services). Client shall remit payment for all invoiced amounts within
thirty (30) days of receipt of the invoice. A one percent (1%) per month late fee
will be charged for payments on undisputed charges not received when due. Upon
each anniversary of the Start Date, the Annual Fee shall automatically increase by
3% over the then-current Annual Fee.
4.2 Non-Payment. Failure to pay an invoice when due shall constitute a material
breach of this Agreement and Marathon reserves the right to terminate this
Agreement or suspend services upon such breach by Client that continues more
than thirty (30) days after the invoice due date. Marathon reserves the right to
refrain from providing services to Client if full payment is not made when due for
undisputed charges, until such time as payment in full has been made. In the
event that Marathon continues to provide services during a period of time when
Client is in breach, such continuance of services will not operate as a waiver of
Marathon’s right and ability to utilize any and all remedies available to Marathon
under applicable laws.
4.3 Tax Obligations. All fees for services purchased in this Agreement, unless
otherwise noted, are exclusive of applicable taxes.
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Article V
Duties of Marathon; Relationship of the Parties
5.1 Management of Health Center. Marathon will be responsible for the day-to-day
management of the Health Center and will adopt appropriate policies and
procedures to promote the orderly and efficient operation of the Health Center.
Unless otherwise agreed by the parties, Marathon shall procure and retain
ownership of and/or control over the medical equipment and supplies used to
provide the Marathon Services under this Agreement. Marathon shall be
responsible for disposing of all bio-waste and hazardous materials resulting from
operation of the Health Center in compliance with applicable laws. In addition,
subject to Section 6.2 below, Marathon will purchase, configure, own and maintain
all IT equipment (including telephone and internet connection) necessary for the
operation of the Health Center.
5.2 Qualified Care Providers. Marathon shall employ or subcontract qualified and
appropriately licensed or certified (if applicable) staff and Care Providers to provide
the Health Services. Marathon shall obtain any licenses and permits required for
its employees and subcontractors to perform the Health Services, including visas
and work permits required by applicable law. It shall be Marathon’s responsibility
to select, contract with and manage any third party contractors, all in accordance
with the terms of this Agreement. Such third party contractors may include an
affiliated professional corporation that provides acute and other healthcare
services and may include other contractors. Marathon shall retain responsibility
for any such contractors and shall monitor performance of such contractors on an
ongoing basis to ensure compliance with all applicable obligations under this
Agreement. Care Providers shall retain the authority to direct or control his or her
medical decisions, acts or judgments. Notwithstanding any other provision in this
Agreement, no Care Provider will be required to provide any service that he or she
believes, in his or her medical judgment, should be provided by another healthcare
provider or in another setting.
5.3 Independent Contractor. Marathon, and each of its employees and third party
contractors, shall at all times remain an independent contractor with respect to the
services provided under this Agreement. Nothing contained herein shall be
construed to create an agency, joint venture, or joint enterprise relationship
between the Parties. Marathon shall be solely responsible for the payment of
compensation and provision of benefits to Marathon employees and contractors
performing services hereunder. Marathon’s employees and contractors are not
entitled to receive any employee benefits from Client. Client shall not be
responsible for payment of worker's compensation, disability, unemployment or
other similar insurance or for withholding income, taxes or social security for any
Marathon employee or contractor.
5.4 Health Center Staffing. Health Center staffing is detailed on Exhibit A-1. The
Parties agree that this staffing level is adequate to meet the Parties’ expectations
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regarding Members’ utilization of the Health Center as of the Effective Date. In the
event that Member utilization exceeds Marathon’s ability to arrange Health
Services during the number of Health Center hours per week set forth on Exhibit
A-1, the Parties shall mutually agree via written amendment to modify the staffing
and/or hours of operation.
5.5 Standard of Performance. Marathon will perform its obligations under this
Agreement in a professional manner and in compliance with all applicable laws.
The Parties agree to the performance guarantees set forth on Exhibit D-1.
5.6 Performance of Client Obligations. Marathon shall not be responsible for any delay
or lack of performance of the Marathon Services due to the failure of Client or a
Member to provide information necessary to fulfill its obligations as required under
this Agreement.
5.7 Medical Emergencies. The Health Services do not include emergency medical
services and the Care Providers will follow Marathon’s Emergency Response Care
policy attached hereto as Exhibit G.
5.8 Refusal of Treatment. Certain Members may refuse to accept procedures or
treatment recommended by Care Providers. If a Member refuses to accept
treatment or procedures recommended by Care Providers, then neither the Care
Providers nor Marathon will have further responsibility to provide or arrange
treatment.
5.9 Marathon Health Reports. Marathon will provide to Client the reports described in
Exhibit E. The provision by Marathon to Client of the reports listed on Exhibit E is
contingent upon Client’s delivery to Marathon the medical claims data from Client’s
applicable health benefit plan(s) as described in Section 6.7 and the Eligibility File
as described in Section 6.6. Marathon will provide additional customized reports
as requested by Client, and agreed upon by Marathon, at an additional mutually
agreed cost.
5.10 Visit Fees. At the request of Client, Marathon will charge members and collect
payment for non-preventive services at the time of the visit in accordance with
details agreed to by the Parties. Any fees collected from Members will be credited
to Client on the invoice for the month immediately following the month in which the
fees are collected. If the Marathon Services set forth on Exhibit A include Claims
Submission Services, Marathon will submit claims to a Claim Processor (as
defined in Section 6.7) for patient visits for purposes such as crediting patient
deductibles for visit fees collected by Marathon on behalf of Client or for
aggregating Marathon encounter activity with other Client group health plan
activity. For the avoidance of doubt, if applicable, Client will establish the fair
market value for non-preventive services to be charged to Members.
5.11 Member Outreach. Marathon shall conduct such Member outreach as it deems
reasonably necessary to support the Health Services to be provided under this
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Agreement, including via print and e-mail campaigns notifying members of
workshops, clinics and other services available at the Health Center or by remote
(telephonic or virtual) means. Client shall assist Marathon with Member outreach
in accordance with the provisions of Section 6.5. Such Member outreach initiated
by Marathon shall be at Marathon’s cost. Outreach materials requested by Client
beyond the standard customization described in Exhibit B will be billed as
additional services pursuant to a Service Order.
Article VI
Duties of Client
6.1 Provision of Location. Client shall, at its sole cost and expense, provide or arrange
for the provision of such space needed by Marathon for the performance of its
obligations under this Agreement, including the payment of rent (if applicable) and
fit-up of the space with basic infrastructure consistent with Marathon’s specifications,
including but not limited to, utilities, ventilating, heating and air conditioning, security
and non-medical furnishings. Marathon will have the right, subject to reasonable
rules and regulations adopted by Client, to the use of the common areas located
around the Health Center, including but not limited to any common walkways,
sidewalks, parking spaces and driveways necessary for access to the Health Center.
Client shall keep and maintain the non-medical furniture and premises in good
working order and make, or cause to be made, all necessary repairs and
replacements to the non-medical furniture and premises and its systems as may be
reasonably required to keep the same in good order and state of repair. Client is
responsible for the routine cleaning of the Health Center space, including
vacuuming, trash removal and bathroom cleaning, if applicable, on a daily basis.
6.2 Internet Connections. Client will ensure that wired internet services are available to
the Health Center that are independent of Client’s network, provided that Marathon
will be responsible for the costs of such services. Ethernet handoff to be
implemented into a Marathon owned and operated firewall/router. Client is
responsible for premise wiring to facilitate connectivity from the Marathon firewall to
the desktops. Two jacks are required for each employee station. Location of jacks
is dependent upon build out of facilities.
6.3 Telephone. Client will facilitate and provide all physical wiring needed for
telephone connectivity. Wiring must be at least Cat5e terminated at both ends with
RJ45 sockets. All wiring shall be terminated in a central location at one end and
at each workstation at the other. Marathon will provide telephones and associated
services for all of its employees and for the main line to the health center.
6.4 Construction/Renovation. Client will be responsible for the completion of any
necessary construction and/or renovation with Client’s contractor at least ten (10)
business days’ prior to the Start Date.
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6.5 Promotion of Health Services. Client will publicize and provide descriptive
information about the Marathon Services, including standard marketing materials
provided by Marathon as described in Exhibit B, to all potential Members who are
eligible to receive Health Services. Client will provide Marathon with copies of other
documents and materials prepared independently by Client describing or publicizing
the Health Services prior to the distribution of such materials. Marathon shall review
and comment on such materials within a reasonable time after receipt. Client shall
use reasonable efforts to seek Marathon’s input prior to providing such information
to potential Members, which input shall not be unreasonably delayed. Client agrees
to provide Marathon with contact information of eligible Members, including but not
limited to the following (if available): email address, phone number, work address,
home address.
6.6 Eligibility Files. Client will provide to Marathon a list of Members eligible to receive
Health Services at the Health Center (the “Eligibility File”) no later than thirty (30)
days prior to the Start Date, and thereafter will provide an updated Eligibility File that
reflects new and terminated Members on a frequency to be mutually agreed by the
Parties. The Eligibility File will contain the entire population of Members and will
adhere to Marathon’s content and format specifications set forth on Exhibit C. In the
event Client desires to use an alternative format to transmit the Eligibility File,
Marathon will evaluate using such alternative format, including whether additional
costs shall apply. Members will be entitled to use the Health Services as of the
“eligible on date” indicated in the Eligibility File. If a Member becomes ineligible for
Health Center use, Client must provide Marathon with an updated Eligibility File
indicating the termination date on which such Member is no longer entitled to receive
Marathon Services. Marathon will continue to provide services until the indicated
termination date.
6.7 Medical Claims Data. To assist in the identification and treatment of Members with
chronic conditions such as diabetes, asthma, heart disease, pulmonary disease and
hypertension, and subject to applicable law and any confidentiality and business
associate agreements, Client will direct its carrier, third party administrator, or third
party vendor for claims data mining (each, a “Claim Processor”) to provide to
Marathon medical claims data and pharmaceutical claims data via SFTP for the
Members enrolled in Client’s health plan(s) for the 24 months prior to the initiation of
the Health Services, and minimally at monthly intervals thereafter through the Term.
In the event such claims data is not provided to Marathon, the Parties shall agree to
adjust the performance guarantees as appropriate. In the event Client desires to
use an alternative format to transmit the claims data, Marathon will evaluate using
such alternative format, including whether additional costs shall apply.
6.8 Claims Submission. Client shall direct and obtain agreement from its Claims
Processor to receive shadow claims for patient visits from Marathon, outside of its
provider network. For the avoidance of doubt, Marathon shall not be required to be
credentialed as part of a Claim Processor’s provider network for the purpose of
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transmitting claims data to the Claim Processor. Marathon will submit claims in
accordance with Marathon’s standard format. In the event Client desires to use an
alternative format for the transmission of Claims to a Claim Processor, Marathon will
evaluate using such alternative format, including whether additional costs shall
apply.
6.9 Business Operations/Legal Compliance. Client will be solely responsible for
(a) determining the impact, if any, of offering the service to Members upon Client’s
business operations, including but not limited to any impact based upon Client's
other benefit plans and (b) ensuring Client's compliance with all laws applicable to
Client, including but not limited to benefit, reporting, disclosure and other
requirements under the Employee Retirement Income Security Act of 1974, as
amended, Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
("COBRA"), the Americans with Disabilities Act of 1990, as amended and the
Internal Revenue Code of 1986, as amended (“IRC”). In the event the Marathon
Services become part of a Client employee benefit plan or program, neither
Marathon nor any third party contractors it may engage shall be considered to be
in a fiduciary, trustee or sponsor relationship with respect to such plan.
Article VII
Termination
7.1 Termination. This Agreement will terminate:
(a) Following written notice of material breach of this Agreement specifying the
nature of the breach, given by the non-defaulting Party; provided, however,
that the defaulting Party shall have thirty (30) days from the receipt of such
notice in which to cure the material breach; or
(b) Following thirty (30) days’ prior written notice of termination by either Party
if the other Party appoints a custodian, liquidator, trustee or receiver, for a
material portion of its assets; or if such other Party files a voluntary petition
in U.S. bankruptcy court; or is generally not paying its debts as they become
due or makes an assignment for the benefit of creditors; or bankruptcy,
reorganization, or insolvency proceedings or other proceedings for relief
under any bankruptcy or similar law for relief of debtors are instituted by or
against such Party and are not dismissed within sixty (60) days.
7.2 Consequences of Termination.
(a) In the event this Agreement is terminated by reason of a Party’s default, the
defaulting Party shall be liable for all direct costs, fees, expenses and
damages and/or other amounts, including reasonable attorneys’ fees, which
the other Party may incur or sustain which are directly due to such default.
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(b) Provided that Client has satisfied all payment obligations under this
Agreement, and any disputes regarding payment have been resolved,
Marathon agrees to work with Client to make an orderly transition of the
Marathon Services and Client’s property pursuant to the terms and
conditions of a mutually agreed upon transition plan. Marathon and Client
agree to negotiate in good faith the terms and conditions of any such
transition plan.
(c) Marathon shall maintain Members’ health records beyond termination of this
Agreement in accordance with applicable laws. In the event of termination for
any reason, Marathon agrees to electronically transfer all medical records to
any successor clinic administrator selected by the Client. The electronic
transfer of these records will be in an industry standard format to be determined
by Marathon and the Client agrees to pay to Marathon an amount of $2,500 for
such transfer. In the event the Client requests a specific format or requests any
additional preparing, packaging, testing or similar process, the electronic
transfer of medical records will be dependent upon the successor clinic
administrator or the Client agreeing to pay the costs, up to $5,000, to Marathon
to cover expenses associated with preparing, packaging, testing, transferring,
and verifying the electronic transfer of medical records to the successor clinic
administrator.
Article VIII
Confidentiality of Member Records
8.1 Safeguard of Information. Marathon, its Care Providers and their agents will
safeguard Members’ personal health information to ensure that the information is
not improperly disclosed and to comply with the regulations promulgated by the
United States Department of Health and Human Services, pursuant to the Health
Insurance Portability and Accountability Act of 1996 (“HIPAA”) as the same may
be amended from time to time (collectively the “HIPAA Regulations”), the Health
Information Technology for Economic and Clinical Health (HITECH) Act, and other
federal and state regulations governing the confidentiality of health information,
including without limitation mental health, substance abuse and HIV-related
information. Individual electronic medical record information is the property of
Marathon, subject to each Member’s rights to his/her individual medical
information.
8.2 Granting of Access. Marathon will afford access to Member’s health records or
personal and confidential information to other persons only as allowed, or required
by law. Marathon shall not grant access to health records or other personal and
confidential information to any individual or to Client except as provided in this
Section 8.2.
8.3 Compliance Assistance. To the extent Marathon utilizes space provided by Client
to provide services under this Agreement, Client shall reasonably cooperate with
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Marathon in complying with the requirements described in this Article VIII, including
as related to the physical access to such space.
8.4 HIPAA. Marathon and Client acknowledge that each Party has certain obligations
under the HIPAA, and the rules and regulations promulgated thereunder. To
satisfy those obligations, the Parties agree to execute the Business Associate
Agreement, substantially in the form attached as Exhibit H.
Article IX
Confidentiality of Business Information
9.1 Restriction of Use; Confidentiality. Each of the Parties agrees not to use
Confidential Information (as defined below) for any purpose other than to fulfill its
obligations under this Agreement. Each Party agrees to use commercially
reasonable efforts to protect Confidential Information of the other party, and in any
event, to take precautions at least as great as those it takes to protect its own most
confidential information. Each Party agrees not to disclose any Confidential
Information of the other Party to third parties; provided that each Party may
disclose Confidential Information only to those of its directors, officers, employees,
attorneys, accountants and consultants (“Representatives”) who need to know the
information and shall ensure that such Representatives who have access to
Confidential Information of the other Party are subject to written confidentiality
obligations similar to the provisions hereof, prior to any disclosure of Confidential
Information to such Representative. Upon request of the other Party, each Party
shall return or destroy all materials, in any medium, which contain, embody, reflect
or reference all or any part of any Confidential Information of the other party.
9.2 Confidential Information. For purposes of this provision, the term “Confidential
Information” shall mean any business practices, methods of doing business, or
customer information, and shall also include without limitation software programs,
technical information, patents, prototypes, samples, business apparatus, forms of
reports, know-how, and other materials marked “confidential”. Confidential
Information shall not, however, include information that is governed by the
confidentiality provisions of Article VIII, or any information which recipient can
establish (i) was publicly known and made generally available in the public domain
prior to the time of disclosure to recipient; (ii) becomes publicly known and made
generally available after disclosure to recipient through no action or inaction of
recipient or its affiliates; or (iii) is in the possession of recipient, without
confidentiality restrictions, at the time of disclosure as shown by recipient’s files
and records immediately prior to the time of disclosure. Nothing in this Agreement
shall be deemed to prohibit recipient from disclosing any Confidential Information
that is (i) required by law (provided, however, that in the event of such requirement,
prior to disclosing any Confidential Information, recipient will notify the disclosing
Party of the scope and source of such legal requirements and shall give the
disclosing Party the opportunity to challenge the need to disclose and/or limit the
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scope of disclosed information) or (ii) pursuant to the written consent of the
disclosing Party. Marathon acknowledges that the City of Denton must strictly
comply with the Public Information Act, Chapter 552, Texas Government Code in
responding to any request for public information related to this Agreement. This
obligation supersedes any conflicting provisions of this Agreement. All material
submitted by Marathon to the City of Denton shall become property of the City
upon receipt. Any portions of such material claimed by Marathon to be proprietary
must be clearly marked as such. Determination of the public nature of the material
is subject to the Texas Public Information Act, chapter 552, and Texas Government
Code.
9.3 Injunctive Relief. Each Party acknowledges and agrees that monetary damages
would be both incalculable and an insufficient remedy for any breach of this
Agreement and that any such breach would cause either Party irreparable harm.
Accordingly, each Party also agrees that, in the event of any breach or threatened
breach of this Article IX, the disclosing Party, in addition to any other remedies at
law or in equity it may have, shall be entitled, without the requirement of posting a
bond or other security, to equitable relief, including injunctive relief and specific
performance.
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Article X
Proprietary Rights
10.1 Trademarks.
(a) “Client Marks” means those trademarks of Client as Client may notify
Marathon in writing to be “Client Marks” within the meaning of this Agreement.
“Marathon Marks” means those trademarks of Marathon as Marathon may notify
Client in writing to be “Marathon Marks” within the meaning of this Agreement.
Client Marks and Marathon Marks are referred to herein, collectively, as “Marks.”
(b) During the Term, Marathon hereby grants to Client a non-exclusive, non-
transferable right to reproduce, publish, perform and display the Marathon Marks
(i) to fulfill its obligations under this Agreement; and (ii) in Client recruiting and
benefit materials. Client will use all such Marathon Marks in accordance with any
usage guidelines provided by Marathon to Client. To the extent that Marathon may
reasonably object to the manner and means in which Client uses any of the
Marathon Marks hereunder, Client will promptly take such action as may be
reasonably required to address and remedy any such objection(s).
10.2 Care Provider Recruitment and Health Care Signage.
(a) Client expressly permits Marathon to use Client’s name in advertisements
to recruit Care Providers or other personnel dedicated for the Marathon Services.
(b) Client agrees to allow Marathon to use Marathon branded signage to
improve Member awareness about services available at the Health Center.
10.3 Licenses.
(c) License to Access Services; Marathon Materials.
(i) To the extent a particular Marathon Service (e.g., the Member Portal) is
hosted by Marathon, Marathon hereby grants Client and/or the Members,
as applicable, the right to access such service as described on Exhibit A
during the Term.
(ii) “Marathon Materials” means the Marathon Marks and any text, graphical
content, images, techniques, methods, designs, software, hardware, code,
documentation or any improvement or upgrade thereto, that is used by or
on behalf of Marathon to provide certain services to Client under this
Agreement. As between the parties, Marathon retains all right, title and
interest in and to the Marathon Materials and the Marathon Services
(excluding the Client Marks and Client Materials).
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(d) “Client Materials” means any proprietary materials provided by or on behalf
of Client for use by Marathon in connection with the services provided hereunder
including but not limited to text, graphical content and images. Client hereby grants
to Marathon a nonexclusive right to use, reproduce, display and distribute the
Client Materials solely to perform its obligations under this Agreement. As between
the parties, Client retains all right, title and interest in and to the Client Marks and
Client Materials.
(e) Except as explicitly set forth herein, no other rights, or licenses to
trademarks, inventions, copyrights, or patents are implied or granted under this
Agreement.
Article XI
Intentionally Omitted
Article XII
Indemnification; Insurance and Liability
12.1 Intentionally Omitted.
12.2 Marathon Insurance. Marathon shall maintain and pay for the following insurance
coverages during the Term of this Agreement:
(a) Medical malpractice liability coverage with limits of $5 million per claim and $5
million aggregate unless a different level of coverage is required to qualify
under an applicable state medical malpractice statute and Marathon chooses
to qualify under said statute, in which case Marathon will maintain the level of
coverage required under said statute.
(b) General liability coverage with limits of $5 million per claim and $5 million
aggregate.
(c) Umbrella/excess liability insurance covering professional and general liability
with limits of $2 million per claim and $2 million aggregate.
(d) Technology related errors and omissions liability and cyber-liability coverage
with limits of $5 million per claim and $5 million aggregate.
(e) Property and casualty coverage for its materials, equipment, furnishings,
supplies, and all owned personal and/or business property and improvements
located on Client’s premises under the standard “Special Form” coverage to
its full replacement cost, without depreciation, adjusted yearly.
(f) Workers’ compensation and other statutory insurances as required.
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12.3 Client Insurance. Client shall insure, and pay for the following insurance
coverages during the term of this Agreement and all renewals thereof:
(a) General liability insurance covering Client’s business operations on the
premises in which the Marathon Services will be performed.
(b) Property and casualty coverage for all of Client’s real and personal property to
which Marathon and its employees are granted access or given use, to its full
or depreciated value, at Client’s option, to include, but not be limited to,
insurance on space needed by Marathon for the performance of its obligations
under this Agreement and all Client’s infrastructure and improvements to such
space.
(c) Other insurances typically maintained within Client’s industry.
12.4 Liability. In no event will either Party be liable to the other Party for indirect,
incidental, consequential or punitive damages resulting from any breach of this
Agreement. The maximum liability of either Party to the other for any breach or violation
of this Agreement shall not exceed an amount equal to the total value of twelve (12)
months of fees, regardless of whether or not such fees have become payable.
Notwithstanding the foregoing, any claim that is appropriately pursued under an
applicable professional liability statute shall be pursued under said statute and not under
this Agreement and shall be subject to the protections and limitations of said statute,
including, without limitation, liability limits.
Article XIII
Miscellaneous
13.1 Intentionally Omitted.
13.2 Entire Agreement. The Parties acknowledge that this Agreement, including any
schedules, Service Orders and Amendments that are attached hereto and incorporated
herein by reference, represents the entire agreement and understanding of the Parties
with reference to the subject matter of this Agreement. Each Party acknowledges that no
other promises, representations or agreements, whether written or verbal, have been
made by the other Party, its agents, employees or legal representatives as an inducement
for the execution of this Agreement. As of the Effective Date, this Agreement supersedes
all prior understandings and agreements of the Parties, written or oral, with respect to the
subject matter covered herein.
13.4 Notices. All notices to be delivered under this Agreement shall be in writing and
shall be delivered by hand or deposited in the United States mail, first-class, registered
or certified mail, postage prepaid, to the following addresses:
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To Client:
For formal notices, termination notices, and any other notices that are not routine:
City of Denton
901 B Texas St
Denton, TX 76209
940-349-7700
Attn: Purchasing
For routine communications:
City of Denton
601 E. Hickory
Suite A, Human Resources
Denton, Texas 76205
Attention: Linda Kile, Benefits Supervisor
To Marathon: Marathon Health, LLC
10 West Market St. Suite 2900
Indianapolis, IN 46204
Tel - (802) 857-0400
Attn: Jeff Wells, CEO
with a copy to:
Christina Wahlig, General Counsel
Champlain Mill
20 Winooski Falls Way, Suite 400
Winooski, VT 05404
13.5 Severability. If any provision of this Agreement is determined to be unenforceable
or invalid, such determination will not affect the validity of the other provisions contained
in this Agreement.
13.6 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without application of principles of
conflicts of laws. Any dispute arising out of this agreement shall be resolved exclusively
by the courts located in Denton County.
13.7 Amendment. This Agreement may be amended by Client and Marathon only by a
writing duly executed by an appropriate officer of Marathon and Client. This requirement
is not intended to preclude the Parties from making decisions regarding day to day
operations.
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13.8 Assignment. Neither party may assign this Agreement or any of its rights or
delegate any of its duties under this Agreement without the prior written consent of the
other party, not to be unreasonably withheld. Notwithstanding the foregoing, either party
may assign this Agreement, without the other party’s consent, upon written notice to the
other party, to any purchaser of all or substantially all of such party’s assets or to any
successor by way of merger, consolidation or similar transaction. Subject to the
foregoing, this Agreement will be binding upon, enforceable by, and inure to the benefit
of the parties and their respective successors and assigns.
13.9 Third Party Beneficiaries. Nothing contained herein shall be construed to confer
any benefit on persons who are not Parties to this Agreement.
13.10 Waiver. A failure or delay of either party to this Agreement to enforce at any time
any provision of this Agreement, or to exercise any option which is herein provided, shall
in no way be construed to be a waiver of such provision and shall not excuse the other
Party's performance of such, nor affect any rights at a later time to enforce the provision.
13.11 Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of
the Effective Date.
CLIENT MARATHON HEALTH, LLC
Signed: ________________________ Signed: _______________________
Name: ________________________ Name: _______________________
Title: ________________________ Title: _______________________
Date: ________________________ Date: _______________________
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Jeff Terrill
2/17/2022
Chief Commercial Officer
03/22/2022
Sara Hensley
City Manager
Exhibit A
Health and Wellness Services
Health Services: Commencing on the applicable Start Date (set forth in Exhibit A-1), Marathon
shall provide the following Health Services to Members:
Primary & Urgent
Care Description
Acute Care 12+ Treatment of Members 12+ with minor acute illnesses, including
respiratory infections, urinary tract infections, skin infections, wounds
or similar illnesses that are episodic in nature and short in duration.
Acute care is available via telephonic and video channels, in addition
to in-person care. The health services do not include emergency
medical services and the Care Providers will follow Marathon’s
Emergency Response Care Policy attached as Exhibit G.
Medical Procedures Various medical procedures that can be done at a provider visit in a
health center, including pap smear, shave biopsy, simple laceration
repair - dermabond/adhesive strips, ear irrigation, skin tag removal,
and cryotherapy - warts cryoprobe.
Pediatric Acute Care
2+
Pediatric acute care for children 2+ with episodic medical issues
(cough, cold, fever, rash etc.) and does not include well child.
Pediatric acute care is available via telephonic and video channels, in
addition to in-person care.
Preventive Care and
Screenings 12+
Annual physical examinations with the ordering of age-appropriate
screenings, wellcheck, immunizations and labs. Age-appropriate
screenings include mammogram, colonoscopy, bone density,
diabetes, lipid or thyroid disorders etc .
Annual Well
Visits/Physical
Examinations
Physical examinations, including well visits (12+), annual well woman
exams and school/sports/camp physicals (5+).
Patient Support:
FMLA, OSHA and
disability forms
Care Providers can complete FMLA, and disability forms on behalf of
patients when such provider is the medically appropriate resource to
fill out the form.
Depression &
Anxiety Screening
Screening services for depression and anxiety at annual visits or when
deemed necessary by the Care Provider. If necessary, follow up care
and services will be provided to the patient as needed.
Large Medical
Equipment
Large medical equipment that is necessary to provide the Services
which may include spirometry, chryophobe, oxygen tanks, AED, EKG,
Cholestech, exam tables and phlebotomy chairs.
Medical Supplies
and Small Medical
Equipment
Marathon will provide its standard package of disposable medical
supplies and small equipment necessary to for provide the Services at
the health center. Non-standard supplies and equipment requested by
Client will be provided at an additional cost.
Collaborating
Physician
Collaborating physician to mentor the NP and PA providers in the
health centers.
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Health Services Agreement
Exhibit A – Page 2
Lab & Pharmacy Description
Diagnostic Tests Diagnostic tests ordered by Care Providers at their discretion for
patients at a health center visit.
Immunizations Immunizations including: influenza, Tdap, Hep A - pediatrics & adult,
Hep B, Prevnar, Pneumovax, Menactra-ACWY, Gardisil - age 12+,
Shingrix - age 50+ (the standard set). Marathon will invoice Client
for the cost of immunizations.
Injections Injections ordered by a Care Provider during a patient visit from
Marathon’s standard set can be administered in the Health
Center. Testosterone injections are not part of the standard set and
are not included. Marathon will pass on the costs of injections to
Client as administered.
Labs Labs ordered by Care Providers within Marathon health centers.
There are over 200 approved labs on the Marathon formulary that
will be used to guide the providers in the most needed and cost
effective lab orders. Lab costs are billed to clients by Marathon as
pass through expenses.
External Lab
Requests
Lab draws at the health center for labs ordered by external
providers. The labs must be on the Marathon formulary list and with
the consent of the patient. Marathon will ONLY perform the service
as a collection site and will not give the patient results or additional
information. Results and additional information will be provided by
the external provider requesting the labs. Marathon will keep a copy
of the lab results in the patient EMR for any future reference.
Purified Protein
Derivative (PPD) Test
Administration of the purified protein derivative (PPD) skin test to
determine if a patient has tuberculosis.
Integrated Wellness Description
Health Coaching General coaching for all patients embedded in all visits where
appropriate, especially when the patient is in a chronic disease
management program or needs assistance with an ongoing health
condition. Care Providers are trained on how to determine if
coaching is needed and when/where it should be done.
Self- Assessment
Tools
Access to a Health Risk Assessment (HRA) as well as other tools
made available via the online portal. Patients can log into the portal
to complete the HRA which will give them a health summary which is
then pushed to the EMR. Client can choose to turn the HRA on or
off depending on their needs.
Wellness Programs Includes 8 week tobacco cessation program, mindfulness program
and 6-12 week weight loss program. These are typically
standardized, in person group programs delivered by health center
providers. Client may choose to have wellness programs as part of
the participation rules for incentives. Custom requests requiring
additional coordination, staffing or supplies may be provided at an
additional cost.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit A – Page 3
Wellness Webinar
Library
A library of various wellness webinars that are available throughout
the calendar year and made available to Client upon request.
Incentive Programs Marathon provides consulting and management services for Client’s
incentive program. Marathon will assist Client with developing an
incentive plan that aligns with its benefits and health management
strategy. Marathon manages the incentives through the Member
portal with the ability to track wellness activities defined by Client
(participation and outcomes-based). If Client requests additional
services that require additional coordination, staffing or supplies they
can be provided at an additional cost. Compliance with applicable
laws, including the Americans with Disabilities Act, is the
responsibility of Client.
Transparency Tools Hyperlink to third party transparency tools that offer online resources
sharing quality, cost, and other data about providers. A hyperlink to
a tool from the Marathon Member portal is available as a standard
offering. Any technical integration beyond the hyperlink will be
provided at an additional cost.
Condition
Management Description
Condition
Management 12+
Treatment of adults and children 12+ for chronic disease
management inclusive of diagnosis, periodic evaluation, ongoing
management and coaching, lifestyle management/education,
prescription medications and laboratory monitoring.
Diabetes Durable
Medical Equipment
Durable medical equipment used for diabetic patients (strips, lancets
and meters) kept in stock and provided at the health center.
Spirometry Testing Spirometry testing which measures the amount of air inhaled and
exhaled, and how quickly air is exhaled to diagnose asthma, chronic
obstructive pulmonary disease (COPD) and other conditions that
affect breathing.
Ignite Technology
Platform Description
Health Engagement
System Technology
Platform
(for up to 110% of
the employees and
spouses eligible to
participate)
• Marathon Member Portal with Personal Health Record (PHR), risk
profile, interactivity trackers, incentives management and secure
messaging with health center staff
• Online scheduling system and secure messaging
• Ability to conduct acute care and health coaching telephonically
and over video interface, accessible from the Member portal and
mobile (subject to applicable state laws)
• Electronic Medical Record
• Ability to import encounter data from carrier to provide historical
patient encounter information
• Integrated technologies supporting patient education and clinical
workflow (e.g., clinical decision support, medication dispensing)
Export up to three (3) types of data feeds (encounter, lab, or HRA) in
Marathon standard format
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit A – Page 4
Medical Claims
Submission
Marathon will submit medical provider claims via Marathon’s standard
format to the designated payer of Client through Athena upon request.
Account
Management and
Advisory Services
Description
One Point of
Contact
As assigned Client Advocate provides one point of contact for triaging
issues that may be handled by Marathon’s team of analysts, Care
Providers, communications resources and others to ensure any issues
are identified and addressed quickly.
Clinical Coverage
Plan
Marathon will establish and provide a coverage plan for clinical staff
absences due to illness, vacation or continuing medical education
(CME) time off.
Monthly Reviews Client Advocate will hold monthly calls with the client to deliver and
discuss the reports described below to ensure that the client has data
on health center activity and progress toward goals.
Annual Reviews Client Advocate will provide face-to-face annual reviews of the health
center business, incorporating the Client-specific key performance
metrics from the previous year, as well as a strategic plan for the next
year.
Ongoing Health
Promotions
Client Advocate will work together with the Client to manage ongoing
communications for the promotion of health center services and
operations
Strategic Planning Client Advocate will work to understand and support client’s unique
business objectives and goals for the health center. The Account
Manager will work collaboratively with the Client’s broker/consultant,
as well as other health related vendors (EAP, DM, etc.) as needed to
ensure that employee health resources are fully leveraged.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
EXHIBIT A-1
STAFFING
I. Provision of Services. Commencing on or about 120 days after the Effective Date,
with such date to be mutually agreed upon by the Parties (“Start Date”), and continuing
through the end of the Term, Marathon shall provide the Health Services at 3537 S.
Interstate 35 E, Suite 317, Denton, TX 76210.
(A) Marathon will provide the Health Services during the following hours:
Monday –
Friday
Saturday &
Sunday
Hours of
Operation
7am to 4pm
*Patients will schedule appointments for virtual care services via the Member Portal or by contacting the
Health Center. Appointments for virtual care are based on provider availability during the hours indicated
above.
(B) Marathon will provide the following staffing:
Staffing* FTE
Physicians 0.5
Nurse Practitioners [Physician Assistants] 1.0
Medical assistants 3.0
Licensed Clinical Mental Health Counselor 0.5
*The Marathon staffing model also assumes that each mid-level practitioner will have a Collaborating Physician who
provides medical supervision, consultation, chart review, and quality assurance activities.
II. Additional Terms.
(A) Each Health Center shall be closed for the following holidays:
New Year's Day, Martin Luther King, Jr. Day, Memorial Day, Juneteenth, Independence
Day, Labor Day, Veterans Day, Thanksgiving Day, Friday After Thanksgiving, Christmas
Eve, and Christmas Day.. If any of these holidays falls on a Saturday, the Health Center
will be closed on the preceding Friday, and if they fall on a Sunday, the Health Center
will be closed on the following Monday. In the event Client wishes the Health Center to
remain open during one of these holidays, Marathon will pay the non-exempt staff 1.5
times the relevant personnel salaries and pass this cost to Client.
(B) Each Health Center will be closed for an aggregate of five days to allow for professional
development days and/or Marathon’s all company retreat.
(C) Marathon shall provide temporary staff coverage only for primary care provider
absences (MDs, PAs and NPs) for normal vacation time when Member care cannot be
covered by other Care Providers at the health center. Appointment schedules for other
Care Providers will be adjusted to accommodate their absences for normal vacation
time.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit A-1 – Page 2
(D) In the event of an unexpected Care Provider absence, the health center shall remain
open and services shall continue, to the extent possible, by the other Care
Providers. Up to five (5) days of such unexpected absences that result in no primary
care services being provided shall be allowed per year, per health center.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Exhibit B
IMPLEMENTATION SERVICES
Commencing on the Effective Date and continuing through the Start Date(s) indicated in Exhibit
A-1 (the “Implementation Period”), Marathon shall provide the following Implementation
Services to Client:
Standard Implementation Package Deliverables
(exact media to be determined)
Pre-Kick Off Implementation Meeting Sales Transition Meeting: Client, Sales VP and Project
Manager meet via conference call to initiate steps in
the implementation process.
Kick Off Implementation Meeting Initial Implementation Team meeting to start the
implementation process. This conference call will
include all members of the implementation team (from
both Marathon and Client) to provide the foundation
and expectations for the implementation process.
Recruitment of Clinical Team Marathon to cover the advertising and recruiting costs
for all staff positions
Clinical Coverage Plan Marathon to establish and provide coverage plan for
clinical staff absences.
Clinical Training Marathon will provide initial implementation training for
all health center staff during onboarding and onsite at
the health center during the go-live week. This
includes travel, lodging, meals and materials for
shadowing at other Marathon Health centers,
orientation week and go-live week.
Communication Services Marathon will provide the Pre-Launch Communication
Program described in the table below.
Information Systems:
-IT Equipment Marathon will provide computers for each clinical team
staff member, printers, copiers, phones and iPads.
-IT Set Up Marathon to provide an IT staff for set up for up to 2
days at the health center location prior to scheduled go
live date.
Project Management
-Project Manager Client site visits Marathon will provide up to 3 onsite visits by the
Project Team members during the implementation
process.
-Weekly Implementation Calls Marathon will provide weekly implementation calls with
the implementation team/Client project manager during
implementation process.
Health Center Set Up
-Decor Marathon will provide branded decor throughout health
center.
-Medical Furniture Marathon will provide exam table(s) for 4 exam rooms,
phlebotomy chair and medical stool(s).
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit B – Page 2
-Supplies & Maintenance Marathon will provide office and medical supplies
(excluding prescribed medications, vaccines and
durable medical equipment). Marathon will also
provide medical waste management.
(Optional) Occupational Health
Equipment
• Audiometer (OSHA)
• Hearing Booth (OSHA testing)
• Pulmonary function test equipment
• Titmus vision screener
• Breath alcohol test equipment (DOT)
• Breath alcohol test equipment (non-DOT)
(Optional) Physical Therapy Equipment • PT table
• PT basic equipment
PRE-LAUNCH COMMUNICATION MATERIAL
Marathon will provide the following standard pre-launch communication material, which are
included in the quoted fees. Additional communication material or changes to the following
beyond the standard customization will be billed as additional services pursuant to a Service
Order.
Pre-Launch Deliverables Description Customization Available
Audit/ Strategy/ FAQ
Communication and culture audit
to understand current practices,
member demographics and
culture Key message document
delivered based on audit results.
Services Flyer Flyer describing available
services.
Company name, center
name, logo
Executive Announcement
copy
Announcement copy to be
delivered by the Client. All custom
Leadership Toolkit
Presentation and FAQ document
explaining business drivers to
leadership audience
Digital Signage
Series of coming soon
announcements, services,
confidentiality, and now open
Company Logo
Welcome Email Series
Five part email series to promote
registration and a call to action to
schedule an appointment.
Company name, center
name, logo
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit B – Page 3
Magnet 4 color, business card size
magnet center name
Open House invitation Email invitation to an open house
Company name, center
name, logo, location,
open house date and time
Open House
Tours, Marathon Health
information table, organize staff
participation
Open House Raffle Prize
Gift basket of wellness/health
related items--fitness or healthy
cooking themes
Standard
Event Giveaways
Marathon Health branded
giveaways such as pens, jump
ropes, lip balm
Standard
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Exhibit C
Eligibility File Content and Format
I. Content
The Eligibility File will contain the entire population of Members with the fields set forth
in the file template below (Section II) populated for each Member, including:
(i) Employees
(ii) Employees on leave
(iii) Employees who may elect to receive benefits under COBRA
(iv) Dependents of employees who are 2 years old or older who
Client desires to include as Members
(v) “Hired on Date” and “Eligible on Date”
(vi) “Termination Date” when applicable
(vii) Designation as to whether each Member is Local or Remote*
“Local” may mean: onsite, near-site, headquarters, corporate or specified department code
identifiers in close proximity to the Health Center.
“Remote” may mean off-site, branch or specific department code identifiers not in close
proximity to the Health Center.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit C – Page 2
II. Format
Marathon Health Eligibility File Definition 6.1
Load Layout Specification
All files should be delivered in a UTF-8 PSV format (Pipe Delimited). "Required" indicates that a record will
not be processed without this field being populated and will be returned to the client for correction. Certain
other combinations of fields can also cause a record to be rejected and returned to the client (e.g. multiple
people with the same unique_identifier).
Preferred File Format: .psv (.csv will be accepted). .xlsx will not be accepted.
Filename Convention: Client_Vendor_Eligibility_MMDDYYYY.
Required field highlighted orange.
Highly desired or contingent fields highlighted yellow.
Column
Number:
Field
Name/Header
Field Description Data
Type
Max.
Length
Required? Comments
1 First Name First Name of
Participant
String 50 X Required
2 Middle Name Middle Name of
Participant
String 50
3 Last Name Last Name of
Participant
String 50 X Required
4 Name Suffix Name suffix such as
Jr. String 10
5 Gender Participant’s gender
String 1 X Required
6 Birth Date Participant date of
birth
Date YYYY-MM-
DD
X Required
7 Email Participant’s email
address
String 255 X * Required.
Cannot be
duplicated
throughout
a family.
8 SSN of
participant
Social Security
Number of participant
String 9 X Required
9 Service Services that the
participant is
eligible for.
String 100 This is a
particular
service this
member is
eligible for
(e.g. Clinic,
String
Diabetes
Program,
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit C – Page 3
etc…). If
left NULL
the
eligibility is
assumed to
be "Clinic".
10 Relation Designation for family
members String 25 X Required.
This is the
member's
relation to
the client
(See below
for valid
list).
11 Eligible Date When participant is
eligible for services.
YYYY-MM-
DD
X Required.
This is
original hire
date
preferably
(or date
they
become
eligible for
the center)
12 Ineligible Date Date of termination
YYYY-MM-
DD
X Required.
This is the
date the
member is
no longer
eligible for
services.
This field
must be
populated
to
terminate a
member's
eligibility;
Marathon
Health
does not
terminate
by
omission.
This date
should be
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit C – Page 4
passed at
least once
(no future
dated rows,
please).
13 Clinic
Proximity
Code
Participants local
for breakout
reporting.
String 100 X Required.
Need the
ability to
separate
locations
and/or
services.
Populate
this with
the
relevant
information
(e.g. Local,
Anywhere,
Remote,
City).
14 Health Plan
Code
String 100 X Required.
Health plan
information
(ex: HDHP,
HSA, PPO,
Silver,
Bronze,
CDHP,
Waived,
etc)
15 Wellness ID This is
Marathon
Health's
unique
patient
identifier. If
provided,
this will
ensure an
exact
match on a
patient
record.
16 Unique
Identifier
Participant Employee
Identifier
String 50 X Required.
This is a
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit C – Page 5
unique ID
for every
member on
the file.
This can be
a social
security
number,
employee
ID, GUID
or UUID, or
any other
unique
descriptor
for all
members
and should
not
change.
17 Unique
Identifier
Description
String 100 X Required.
A short
description
of the type
of code
used for
the
identifier.
18 Association
Code
String 50 X Required.
This code
is used for
linking
members
of a family
together.
This code
is typically
the
employee's
unique
identifier. It
must be
provided
for all
members
to ensure
that
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit C – Page 6
households
are
grouped
correctly.
19 Association
Code
Description
String 100 X Required.
A short
description
of the type
of code
used for
Association
Code.
20 Address 1 Home address of
participant
String 255 X Required
21 Address 2 Home address of
participant
String 255 X Required
22 City City where participant
resides
String 100 X Required
23 State State where partici-
pant resides
String 2 X Required
24 Zip Code Zip code where
participant resides
String 10 X Required
25 Province Province where
participant resides
String 100 X Only
provide
province
information
if member
resides
outside of
the United
States
26 Country Country where
participant resides
String 100 X Only
provide
province
information
if member
resides
outside of
the United
States
27 Emergency
Contact First
Name
String 50
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit C – Page 7
28 Emergency
Contact Last
Name
String 50
29 Emergency
Contact Phone
Number
String 20
30 Home Phone
Number
Participant’s home
telephone
String 20 X Required.
Cannot be
duplicated
throughout
a family.
31 Work Phone
Number
Participant’s work
phone number
String 20 X Required.
Cannot be
duplicated
throughout
a family.
32 Mobile Phone
Number
Participant’s mobile
telephone
String 20 X Required.
Cannot be
duplicated
throughout
a family.
33 Insurance
Carrier Name
String 100
34 Insurance
Group ID
Number
String 20
35 Insurance
Member ID
Number
String 20
36 Department String 100 * Required if
reporting
out by
department
is desired
37 Department
Type
String 100 * Required if
above field
is utilized.
38 Work Location String 100 * Required if
reporting
out by work
location is
desired
39 Work Location
Type
String 100 * Required if
above field
is utilized.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit C – Page 8
40 Work Address
1
Address of partici-
pant’s work place
String 255
41 Work Address
2
Address of partici-
pant’s work place
String 2255
42 Work City City of participant’s
work place
String 100
43 Work State State of participant’s
work place
String 2
44 Work Zip Zip code of partici-
pant’s work place
String 10
45 Work Province Province of partici-
pant’s work place
String 2
46 Work Country Country of partici-
pant’s work place
String 10
Name
Our
Grouping
Child Dependent
COBRA COBRA
Contractor Other Dependent Dependent Domestic Partner Spouse Employee Employee Employee who is a dependent Employee Employee who is a spouse Employee On Leave Other
Retiree Retiree
Same Sex Partner Spouse
Spouse Spouse
Additional Notes
All columns need to be accounted for within the file. If a field is blank, please still send blank
field.
Email & Phone Numbers - Not required to process records but HIGHLY desired. Member has
the opportunity to change email when they create their accounts.
FILE FORMAT:
.txt or .csv or .psv. No Excel Please
Transmission: SFTP with PGP encryption
Ineligible Date: Will honor this date to terminate services. We need to receive member with
this date at least once before member drops off the file.
We prefer to receive a date that has passed vs. future dates.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit C – Page 9
File Naming Convention
Marathon’s general naming convention for demographic files is as follows:
MarathonHealth_ClientName_VendorName_Eligibility_Date
(Underscores only, no spaces)
• ClientName – This is the client whose data is contained in the file
• VendorName – This is the name of the vendor sending Marathon the eligibility file.
• Date – Date should represent when the file was loaded and sent. Use yyyymmdd format.
• Format – .psv (Pipe Delimited is preferred)
Sample File Name:
MarathonHealth_ABCVendor_AnyClient_eligibility_20170125.psv
Weekly feed is prefered, but not required.
We prefer flat text file, pipe delimited.
Transferred via SFTP and PGP encrypted (Marathon will provide the public key)
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Exhibit D
FEES AND PAYMENT SCHEDULE
Annual Fee. Marathon will provide the Health Services as detailed on Exhibit A for the
Annual Fees set forth below for the specified locations. Commencing on the applicable
Start Date, Marathon will invoice Client monthly for 1/12 of the Annual Fee.
The Annual Fee for the first year of the Term is $1,000,016.
Client will pay the invoiced amounts within 30 days of receipt of invoice. Each Annual
Fee shall be adjusted annually as set forth in Section 4.1 of this Agreement.
Fees for Other Services. Following the Start Date, Marathon will invoice Client
monthly for all other services that Client elects for Members to receive (e.g., laboratory
services and pharmaceutical services) and any customization to the standard Marathon
Services described in Exhibit A and Exhibit C. Laboratory and pharmaceutical charges
will be passed through to Client at cost. Marathon will invoice for pharmaceuticals upon
Marathon purchase, with the exception of HomeMed charges which will be invoiced
upon dispense.
Travel Cost. Travel costs for Health Center staff and health screeners to visit Members
at offsite locations outside of the City of Denton will be invoiced separately. Any such
travel will be pre-approved by Client and in accordance with Marathon’s travel policy.
At Risk Fees and Marathon Method
10% of the Annual Fee for the initial three-year term of this Agreement is “at-risk” to
Marathon and is subject to achieving the performance metrics outlined in the
Performance Guarantees summarized in Exhibit D-1.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Exhibit D-1
PERFORMANCE GUARANTEES
At-Risk Amount. Marathon provides performance guarantees based on achievement
of key metrics covering the four dimensions of the optimization of healthcare delivery
and overall health of a population (the “Quadruple Aim”). Ten percent (10%) of the
aggregate Annual Fees remitted by Client for each 12-month period following the Start
Date (or applicable Start Date if more than one Health Center) set forth on Exhibit A-1
(“At-Risk Amount”) are “at-risk” until the third anniversary of such Start Date and will be
subject to Client credits as detailed below in the event that the following Quadruple Aim
metrics are not met, allocated as indicated for each year:
Year 1 Year 2 Year 3
Member Engagement 2.5% 2.5% 2.5%
Member Experience 2.5% 2.5% 2.5%
Health Outcomes 2.5% 2.5% 2.5%
Client Savings 2.5% 2.5% 2.5%
Total At-Risk 10% 10% 10%
MEMBER ENGAGEMENT
MEMBER ENGAGEMENT
Marathon’s Performance
Following each of Year 1, Year 2 and Year 3, Marathon will calculate the Engagement
Targets set forth in the table below as indicated in the table.
Category Definitions Measurement Engagement
Target
Utilization
Unique eligible employees that have
used any of the following services in
person or via telephonic or virtual
means (“Utilization”): visit with a
medical assistant, nurse, health
coach (RD, CDE, BHS) or provider;
biometric screening; wellness
programs (activity, webinar, etc.)
Numerator: Unique eligible employees
with Utilization during the applicable 12-
month period
Denominator: Unique eligible employees
with at least 6 months eligibility during the
applicable 12-month period and eligible at
the end of such period
50%
Engagement
Unique eligible employees that have
an appointment with a provider or
health coach (RD, CDE, BHS) in
person or via telephonic or virtual
means (“Appointment”).
Numerator: Unique eligible employees
having an Appointment
Denominator: Unique eligible employees
with at least 6-months eligibility during the
applicable12-month period and eligible at
the end of such period
40%
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit D-1 – Page 2
High-
Chronic
Engagement
Unique eligible employee who are
identified as high-chronic that have
an Appointment.
Numerator: Unique eligible employees
who are identified as high-chronic having
an Appointment
Denominator: Unique eligible employees
who are high-chronic (Marathon Health
Proprietary High-Risk Algorithm) with at
least 6-months eligibility during the
applicable 12-month period and eligible at
the end of such period
60%
Fee Credits
The portion of the At-Risk Amount attributable to Increasing Member Engagement
(indicated in the table above) will be credited back to the Client in accordance with the
following scale:
# of Engagement Targets Met % of At-Risk Amount
2 of 3 0% credited to Client
1 of 3 50% credited to Client
0 of 3 100% credited to Client
MEMBER EXPERIENCE
Marathon’s Performance
Following each of Year 1, Year 2 and Year 3, Marathon will calculate the Experience
Targets set forth in the table below as indicated in the table.
Category Definitions Measurement Experience
Target
Patient
Satisfaction
% of survey respondents who indicated they
were 'satisfied' or 'very satisfied' with
Marathon Health in patient satisfaction
surveys with a 5-point response scale -
satisfied, very satisfied, neutral, dissatisfied,
and very dissatisfied
Respondents who indicated they
were 'satisfied' or 'very satisfied'
– minimum sample size of 50
responses
90%
Net
Promoter
Score (NPS)
Survey respondents on a scale of 0-10
answering the question – how likely is it that
you would recommend Marathon Health to
your friends, family or business associates
NPS calculation – minimum
sample size of 50 responses 70
Repeat
Patient
Utilization
Rate
Repeat employee Utilization
Numerator: Unique
eligible employees who had at
least two instances of Utilization
during a 12-month period
Denominator: Unique eligible
employees who had at least one
instance of Utilization, with at
least 6-months eligibility during
the applicable 12-month period
and eligible at the end of such
period
50%
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit D-1 – Page 3
Fee Credits
The portion of the At-Risk Amount attributable to Member Experience (indicated in the
table above) will be credited back to the Client in accordance with the following scale:
# of Experience Targets Met % of At-Risk Amount
2 of 3 0% credited to Client
1 of 3 50% credited to Client
0 of 3 100% credited to Client
HEALTH OUTCOMES
Marathon’s Performance
Following each of Year 1, Year 2 and Year 3, Marathon will calculate the measurements
indicated in the table below for Members with at least 6 months of eligibility during the
applicable 12-month period who have had at least one preventive provider visit during
such period (note exception for mental health screening which requires a physical or
comprehensive health review). Measurement targets are set based on attainment of
the HEDIS 50th / 67th and 75th percentiles Years 1-3 where applicable. Where no HEDIS
benchmark applies, target is based on internal benchmarks. The minimum sample size
for inclusion of a metric is 20 members. In the event one or more metrics are not
included in the total points calculation due to insufficient sample size, the total
achievable points for such year shall be decreased by the number of excluded
categories and the target points pro-rated accordingly.
Category Guidelines Class Measurement
Targets
Years 1-3
Weighting
Top Cost Drivers
Cancer
Breast Cancer
Screening
(Mammogram)
Adult
Preventive
Care
Guidelines
Measure identifies women 50
through 74 years of age during
the reporting period who had a
mammogram to screen for
breast cancer within the past 24
months, with a 3 month grace
period
HEDIS®
50th /67th/75th
percentiles
0.33
Cervical Cancer
Screening 21-64
Adult
Preventive
Care
Guidelines
Measure identifies female
patients 21 through 64 years of
age who have had a cervical
cancer screening – look-back
period varies with test type
HEDIS
50th /67th/75th
percentiles
0.33
Colorectal Cancer
Screening
Adult
Preventive
Care
Guidelines
Measure identifies patients 45
through 75 years of age who
received a colorectal cancer
screening – look-back period
varies with test type
HEDIS
50th /67th/75th
percentiles
0.33
Musculoskeletal
Low Back Pain –
Exercise / PT
Referral
Orthopedic
Guidelines
Measure identifies patients 18+
who were treated for neck and back pain with strength and
endurance exercise or referred
to physical therapy
50% / 50% /
50% 0.50
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit D-1 – Page 4
Knee
Osteoarthritis –
Weight
Management
Orthopedic
Guidelines
Measure identifies overweight
patients with hip osteoarthritis
who received nutrition
counseling
50% / 50% /
50% 0.50
Circulatory
BP Control
(140/90)
Adult
Preventive
Care
Guidelines
Measure identifies patients 18
years of age and older whose
most recent blood pressure is
less than 140/90 (within the past
12 months)
HEDIS
50th /67th/75th
percentiles
0.50
TC : HDL Ratio –
Improvement of
High / Very High
Risk
Adult
Preventive
Care
Guidelines
Percent of patients who are high
or very high risk for TC : HDL
ratio who had two
measurements and were
eligible for at least 75% of the
measurement period and
improved to a lower risk
category
25% / 30% /
35% 0.50
Key Comorbidities / Risk Factors
Mental Health Screening for
clinical
depression and
follow-up
Adult
Preventive
Care
Guidelines
Measure identifies patients 12
years of age and older who
have been screened for clinical
depression using a
standardized depression
screening tool, and it positive, a
follow-up plan is documented.
Pertains to patients with an
annual physical or
comprehensive health review.
50% / 60% /
70%
1.00
Diabetes Percent at SOC –
at least 5 of 8
met
60% / 70% / 75% 1.00
BP Control in
Diabetes (140/90)
Diabetes
Guidelines
Measure identifies patients 18
years of age or older with
diabetes whose most recent
blood pressure is less than
140/90
HbA1c Process
(1x year)
Diabetes
Guidelines
Measure identifies patients 18
years of age or older with
diabetes who have had a
hemoglobin A1c screening
HbA1c Control
<8%
Diabetes
Guidelines
Measure identifies patients 18
years of age or older with
diabetes whose most recent
hemoglobin A1c value is less
than 8%
Statin Use Diabetes
Guidelines
Measure identifies patients 40
through 75 years of age with
diabetes who have an active
statin prescription
Comprehensive
Diabetic Foot
Exam
Diabetes
Guidelines
Measure identifies patients 18
years of age or older with
diabetes who received a
diabetic foot exam
Lipid Control (less
than 100)
Diabetes
Guidelines
Measure identifies patients 18
years of age or older with
diabetes whose most recent
LDL-C value is less than 100
mg/dl
Nephropathy
Screening
Diabetes
Guidelines
Measure identifies patients 18
years of age or older with
diabetes who have had a
nephropathy screening or
evidence of nephropathy
Pneumonia
Vaccination
Diabetes
Guidelines
Measure identifies patients 18
years of age or older with
diabetes who received 23-
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit D-1 – Page 5
Valent Pneumococcal
Polysaccharide Vaccine
Tobacco
Cessation
Tobacco
Cessation
Counseling
Adult
Preventive
Care
Guidelines
Measure identifies patients 18
years of age or older who are identified as current tobacco
users and received tobacco
cessation counseling or therapy
HEDIS
50th /67th/75th
percentiles
1.00
The Healthcare Effectiveness Data and Information Set (HEDIS®) is a registered trademark of NCQA.
Marathon may update guidelines within the clinical areas above to remain current with
evolving care standards.
Annual Fee Credits
The portion of the At-Risk Amount attributable to Health Outcomes (indicated in the
table above) will be credited back to the Client in accordance with the following scale:
# of Points Achieved % of At-Risk Amount
< 2 100% credited to Client
2.0-2.99 75% credited to Client
3.0-3.99 50% credited to Client
4.0-5.99 No refund
6.0 25% bonus paid to Marathon
CLIENT SAVINGS
Marathon’s Performance
The portion of At-Risk Amount attributable to Client Savings will be credited back to the
Client in accordance with the following scale:
Year 1 Year 2 Year 3 Scoring
Achievement
of Net ROI
1.0 : 1.0 1.5 : 1.0 2.0 : 1.0
>90 & <100% of
target = 25% refund
>75 & <90% of
target = 50% refund
<75% of target =
100% refund
Calculation Methodology:
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Health Services Agreement
Exhibit D-1 – Page 6
Average Enrolled Pop.PMPM Excl. Outliers > $100K Total Plan Paid Excl. Outliers
Baseline 2,000 300.00$ 7,200,000$
Comparison Trend - 7% Inflation 2,000 321.00$ 7,704,000$
Actual Plan Paid - Measurement Year 2,000 286.00$ 6,864,000$
Actual vs. Comparison Trend (Gross Savings)(840,000)$
Marathon Health Annual Service Fee 500,000$
Est. Savings : Cost Ratio (ROI)1.68
Cost Savings Calculation Illustration
• Client’s expected Year 1 medical and Rx plan paid PMPM claims costs for the
eligible population, excluding high-cost claimants of [$100,000] or above, are
calculated using a 7% medical inflation rate and 11% Rx inflation rate
• Expected Year 2 PMPM costs are computed by increasing expected Year 1
costs by 7% for medical inflation and 11% for Rx inflation
• Expected Year 3 PMPM costs are computed by increasing expected Year 2
costs by 7% for medical inflation and 11% for Rx inflation
• Gross savings is calculated by comparing actual plan paid spend to projected
spend as illustrated below
• ROI is calculated by dividing grossing savings by the annual service fee; the
resulting ratio must meet or exceed targets above
• Claims and plan eligibility data must be received in the format and within the
timeframe specified in this Agreement to complete this analysis
• Unforeseen macro-economic events may require an adjustment of
the comparison trend and the Parties will negotiate such adjustments in good
faith if such unforeseen events occur.
Requirements of Client
Notwithstanding the above, if the following requirements are not met during a given year
for the indicated dimension, then no fee credit will be due to the Client for that
dimension for such year:
Member Engagement:
1. A minimum of 40% of the eligible employee population must participate in
a biometric screening or annual physical during each contract year. If an
outside vendor is utilized for biometric screening, Client will ensure that
the patient data is provided to Marathon.
2. For use of the health center, if Client requires high co-payments (>$50),
limits employee access during work hours, locates the health center
offsite, or has other significant restrictions on health center use, then a
minimum of 50% of the eligible population must have at least one provider
visit in the health center during each contract year.
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Health Services Agreement
Exhibit D-1 – Page 7
3. Client must utilize Marathon branded or co-branded material in the
development and execution of member communications as described in
Exhibit B.
4. Client must provide an employee incentive of $250-$500 or more which
promotes Utilization of the health center.
Client Savings:
1. Client must provide information on PMPM medical and pharmacy claims
cost and high-cost claimants of $100,000 or above for at least the last 2
years immediately preceding Year 1 of the Agreement.
2. Client must provide the expected PMPM medical and pharmacy claims
cost, net of and high-cost claimants of $100,000 or above, for Year 1,
reflective of the impact of any health plan design changes for that year.
3. Client must provide information on PMPM medical and pharmacy claims
cost and high-cost claimants of $100,000 or above within 90 days of the
end of each contract year.
4. The medical claims, pharmacy claims and membership data referred to in
Section 6.6 and Section 6.7 of the Agreement must be received as
scheduled.
5. Client must have named an Executive Sponsor for the health center.
Results Summary
Annual results will be calculated following 90 days of claims run-out with final results
available within 180 days.
Categories % of Fee at Risk Results
Member Engagement 25% 2 of 3 met = no refund
Member Experience 25% 2 of 3 met = no refund
Health Outcomes 25% 4.0 – 5.99 met = no refund
Client Savings 25% 100% of target = no refund
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Exhibit E
Reports
The following reports will be provided by Marathon at no additional fee. All reports will
include aggregated, de-identified data in compliance with applicable state and federal
privacy laws. To the extent required by such laws, the content of certain reports may be
limited, as determined by Marathon.
Quarterly insights including:
● Engagement by member type, location, risk level, service type, in-person
vs. virtual, etc.
● Appointment volume by appointment category and type
● Operational stats such as unfulfilled care rate, no-shows, volume by day
and hour
● Patient satisfaction rates and survey comments
● Details on labs, drugs, referrals, redirected care value and top diagnoses
● Screening rates and risk identification
● Care quality and outcomes results built around top cost drivers (cancer,
musculoskeletal, circulatory) and key comorbidities / risk factors (mental
health, diabetes, tobacco use)
● Progress on biometric risk reduction
• Compliance report that includes Health Incentives Program (HIP) (wellness)
blood draw and HIP follow-up visit for the insurance premium discount
- Deadlines – Established employees have until July 31 (or the last
business day in July) and new hires/newly eligible employees have
until October 31 (or the last business day in October) to complete
the HIP requirements.
Annual review insights including:
● Risk stratification report - an in-depth view of the population by risk level
and prevalence rates of risk factors and chronic conditions
● Savings and ROI analysis
● Impact on cost trend
● User vs. non-user cost outcomes by chronic condition, risk band,
place of service, etc.
● Performance guarantee reconciliation (annual or as applicable)
Marathon will provide additional customized reports as requested by Client, and agreed
upon by Marathon, at an additional mutually agreed upon cost
Upon request and execution of a data use agreement, Marathon will provide standard
extracts including Demographics, Biometrics, Appointments, Diagnosis, Drugs, Labs, Lab
Results and Incentives. The standard extracts are available on a monthly basis in a
generally accepted format to allow for the integration with claims data. Any customizations
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Health Services Agreement
Exhibit F – Page 2
to the extracts or changes to the frequency or timing of the extracts requested by Client,
and agreed upon by Marathon, may result in an additional mutually agreed upon cost.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Exhibit F
FORM OF SERVICE ORDER
Service Order
Marathon Health, LLC (“Marathon”) will perform the following additional services for _______________,
(“Client”) as set forth in this Service Order (“Service Order”) pursuant to Section 2.3 of that certain Health
Services Agreement between the parties, dated as of _________, 20__ (the "Agreement"). All capitalized
terms not defined herein shall have the meanings ascribed to them in the Agreement. This Service Order
is made under and incorporates the terms and conditions of the Agreement. Except as specifically modified
by this Service Order, the terms and conditions of the Agreement remain in full force and effect.
Summary
Client Contact
(Name, email, telephone)
Project Name
Service Order Effective Date
Begin date
End date
Scope of Services to be Provided
All fees due from Client shall be paid in accordance with the terms of the Agreement. The fees quoted
above are exclusive of ancillary costs for sales taxes, travel and shipping, which shall be billed to the Client
at the actual costs incurred.
Additional terms (if any)
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Health Services Agreement
Exhibit F – Page 2
Acceptance and Authorization
Client and Marathon hereby confirm their mutual agreement to this Service Order as of the Service Order
Effective Date.
CLIENT MARATHON HEALTH, LLC
Signed: Signed:
Name: Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Jeff Terrill
Chief Commercial Officer
2/17/202203/22/2022
City Manager
Sara Hensley
Exhibit G
MARATHON EMERGENCY RESPONSE CARE POLICY
A Medical Emergency Taking Place Outside the Health Center
If the health center or its providers are contacted about a medical emergency that is taking place
outside the health center, then the provider(s) should respond as follows:
Step 1. Confirm that 911 has been called by the customer.
Step 2. Confirm that customer-designated first responders, if any, have been notified.
It is the provider’s decision to make whether they respond to the scene of the
medical emergency as a Good Samaritan to assist any first responders until an
ambulance and/or paramedics arrive.
Inside the Health Center
If a patient appears at the health center with symptoms that are best evaluated in an emergency
room (for example, chest pain or difficulty breathing, seizures, weakness/numbness on one side,
slurred speech, fainting/change in mental state, serious burns, head or eye injury,
concussions/confusion, etc.), then health center providers should immediately call 911 and
provide Basic Life Support (“BLS”) as appropriate until an ambulance and/or paramedics arrive.
Health Center providers may need to triage emergent situations that develop during a patient
visit. If a medical emergency evolves, then health center providers are expected to call 911 and
provide BLS as appropriate until an ambulance and/or paramedics arrive.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Exhibit H
Business Associate Agreement
This Business Associate Agreement (this “Agreement”) is entered into by and between
_______________________ (“Covered Entity”), with principal offices at
______________________________________________ and Marathon Health, LLC (“Business
Associate”), with principal offices at 20 Winooski Falls Way, Winooski, VT 05404. Covered Entity
and Business Associate may be referred to herein individually as a “Party” or collectively as the
“Parties.”
WHEREAS, the Covered Entity and the Business Associate are parties to a separate
agreement (the “Underlying Agreement”) and have a business relationship which may involve the
use or disclosure of Protected Health Information and Electronic Protected Health Information
(collectively, “PHI”); and
WHEREAS, the Parties intend to protect the privacy and provide for the security of PHI in
compliance the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and the
regulations promulgated thereunder, which include the Standards for the Privacy of Individually
Identifiable Health Information, 45 C.F.R. Parts 160 and 164 (the “Privacy Standards”); the
Security Standards for the Protection of Electronic Protected Health Information (EPHI), 45 C.F.R.
Parts 160 and 164 (the “Security Standards”); and the applicable privacy and security provisions
of the Health Information Technology for Economic and Clinical Health Act (Title XIII, Subtitle D)
(the “HITECH Act”) (collectively, the “HIPAA Regulations”); and
WHEREAS, the HIPAA Regulations require the Parties to enter into an agreement
containing certain requirements with respect to the use and disclosure of PHI and which are
contained in this Agreement;
NOW THEREFORE, in consideration of the mutual promises and other consideration
contained herein and in the Underlying Agreement, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
I. DEFINITIONS.
A. Capitalized terms used herein without definition shall have the meanings ascribed thereto
in the Privacy Standards, Security Standards, HIPAA Regulations or the HITECH Act.
II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
A. Business Associate shall not use or disclose PHI other than as permitted or required by
this Agreement or as required by law.
B. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of
the PHI other than as provided for by this Agreement. Business Associate agrees to
implement administrative, physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity and availability of any EPHI that Business
Associate creates, receives, maintains or transmits on behalf of Covered Entity, as
provided for in the Security Rule.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
215 EAST MCKINNEY STREET, DENTON, TX 76201
CITY OF DENTON
Health Services Agreement
Exhibit H – Page 2
C. Business Associate shall report to Covered Entity any use or disclosure of PHI not
provided for by this Agreement of which it becomes aware, including breaches of
unsecured PHI as required at 45 CFR 164.410, and any security incident of which it
becomes aware.
D. Following the discovery of a Breach of unsecured PHI, Business Associate shall notify the
Covered Entity in writing of such Breach without unreasonable delay and in no event later
than thirty (30) calendar days after the discovery. Such notification shall include the
identification of each individual whose unsecured PHI has been, or is reasonably believed
to have been, accessed, acquired or disclosed during the Breach. A Breach shall be
treated as discovered as of the first day on which such Breach is known or reasonably
should have been known by Business Associate.
E. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Business
Associate shall ensure that any subcontractors that create, receive, maintain, or transmit
PHI on behalf of Business Associate agree to the same restrictions, conditions, and
requirements that apply to the Business Associate with respect to such information.
F. Business Associate shall make available PHI in a designated record set to the Individual
or the Individual’s designee as necessary to satisfy Covered Entity’s obligations under 45
CFR 164.524.
G. To the extent applicable, Business Associate shall make any amendment(s) to PHI in a
designated record set as directed or agreed to by the Covered Entity pursuant to 45 CFR
164.526, or take other measures as necessary to satisfy Covered Entity’s obligations
under 45 CFR 164.526.
H. Business Associate shall maintain and make available the information required to provide
an accounting of disclosures to the Covered Entity as necessary to satisfy Covered
Entity’s obligations under 45 CFR 164.528
I. To the extent the Business Associate is to carry out one or more of Covered Entity's
obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with
the requirements of Subpart E that apply to the Covered Entity in the performance of such
obligation(s);
J. Business Associate shall make its internal practices, books, and records available to the
Secretary for purposes of determining compliance with the HIPAA Rules.
III. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
A. Pursuant to this Agreement, Business Associate may use/disclose PHI obtained by
Business Associate from Covered Entity as required under the Underlying Agreement,
unless such use/disclosure violates the HIPAA Regulations or applicable state privacy
laws in which case such use/disclosure is prohibited.
B. Business Associate may use or disclose PHI as required by law.
C. Business Associate agrees that uses and disclosures of PHI by Business Associate shall
be consistent with the requirements of the Privacy Rule.
D. Business Associate may not use or disclose PHI in a manner that would violate Subpart
E of 45 CFR Part 164 if done by Covered Entity, except that Business Associate may
disclose PHI for the proper management and administration of Business Associate or to
carry out the legal responsibilities of the Business Associate, provided the disclosures are
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Health Services Agreement
Exhibit H – Page 3
required by law, or Business Associate obtains reasonable assurances from the person
to whom the information is disclosed that the information will remain confidential and used
or further disclosed only as required by law or for the purposes for which it was disclosed
to the person, and the person notifies Business Associate of any instances of which it is
aware in which the confidentiality of the information has been breached.
K. Business Associate may use Protected Health Information to report violations of law to
appropriate Federal and State authorities, consistent with 42 C.F.R. §164.502(j)(1).
L. Business Associate may de-identify PHI in accordance with 45 C.F.R. § 164.514 for use
as part of its proprietary database. Covered Entity also agrees that the terms of this
Agreement restricting the use or disclosure of PHI shall not apply to the use or disclosure
of De-Identified Information gathered or created by Business Associate, and that nothing
in this Agreement shall impair the proprietary rights of Business Associate with respect to
the foregoing database.
IV. OBLIGATIONS OF COVERED ENTITY
A. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy
practices of Covered Entity under 45 CFR §164.520, to the extent that such limitation may
affect Business Associate's use or disclosure of PHI.
A. Covered Entity shall notify Business Associate of any changes in, or revocation of,
permission by an Individual to use or disclose his or her PHI, to the extent that such
changes may affect Business Associate's use or disclosure of PHI.
B. Covered Entity shall notify Business Associate of any restriction on the use or disclosure
of PHI that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522,
to the extent that such restriction may affect Business Associate’s use or disclosure of
PHI.
V. PERMISSIBLE REQUESTS BY COVERED ENTITY
A. Covered Entity shall not request Business Associate to use or disclose PHI in any manner
that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered
Entity. Nothing in this paragraph shall restrict the ability of Business Associate to use or
disclose PHI pursuant to the provisions of Section III.D. of this Agreement.
VI. TERM AND TERMINATION
A. This Agreement shall terminate when all of the Protected Health Information provided by
Covered Entity to Business Associate, or created or received by Business Associate on
behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to
return or destroy Protected Health Information, protections are extended to such
information, in accordance with the termination provisions in this Section.
B. Business Associate authorizes termination of this Agreement by Covered Entity, if
Covered Entity determines Business Associate has violated a material term of this
Agreement and Business Associate has not cured the breach or ended the violation within
the time specified by Covered Entity.
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Health Services Agreement
Exhibit H – Page 4
VII. OBLIGATIONS OF BUSINESS ASSOCIATE UPON TERMINATION.
A. Upon termination of this Agreement for any reason, Business Associate, with respect to
PHI received from Covered Entity, or created, maintained, or received by Business
Associate on behalf of Covered Entity, shall:
1. Retain only that PHI which is necessary for Business Associate to continue its proper
management and administration or to carry out its legal responsibilities;
2. Return to Covered Entity or, if agreed to by Covered Entity, destroy the remaining
PHI that the Business Associate still maintains in any form;
3. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part
164 with respect to electronic PHI to prevent use or disclosure of the PHI, other than
as provided for in this Section, for as long as Business Associate retains the PHI.
4. Not use or disclose the PHI retained by Business Associate other than for the
purposes for which such PHI was retained and subject to the same conditions set out
at Section III.D. of this Agreement which applied prior to termination; and
5. Return to Covered Entity or, if agreed to by Covered Entity, destroy the PHI retained
by Business Associate when it is no longer needed by Business Associate for its
proper management and administration or to carry out its legal responsibilities.
B. The obligations of Business Associate under this Section shall survive the termination of
this Agreement.
VIII. GENERAL PROVISIONS
A. Regulatory References. A reference in this Agreement to a section in the HIPAA
Regulations means the section as in effect or as amended.
B. Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity
to comply with the HIPAA Regulations.
C. Amendment. The Parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for compliance with the requirements of the
HIPAA Regulations and any other applicable law.
IN WITNESS WHEREOF, the Parties enter into this Agreement, to become effective as
of the later of the date set forth below.
COVERED ENTITY: BUSINESS ASSOCIATE:
Signed: Signed:
Name: Name:
Title: Title:
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Jeff Terrill
Chief Commercial OfficerCity Manager
Sara Hensley
Health Services Agreement
Exhibit H – Page 5
Date: Date:
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
2/17/202203/22/2022
Contract # 7789
Exhibit C
Denton’s RFP 7789
On File at the Office of the Purchasing Agent
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Contract # 7789
Exhibit D
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at any time; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
• Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
• Liability policies shall be endorsed to provide the following:
▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
▪ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
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Contract # 7789
• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Contract # 7789
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an “occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[X ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Contract # 7789
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Contract # 7789
ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on
the project until the contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner-
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Contract # 7789
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Contract # 7789
b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self-Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Contract # 7789
Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2 Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D.Describe each employment or business and family relationship with the local government officer named in this section.
4 I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Marathon Health, LLC.
X
08/30/21
DocuSign Envelope ID: 5CB3BC36-04B2-4B2D-95FF-41476C963320
Exhibit F
Certificate Of Completion
Envelope Id: 5CB3BC3604B24B2D95FF41476C963320 Status: Completed
Subject: Please DocuSign: City Council Contract 7789 Clinic Operations and Management Services
Source Envelope:
Document Pages: 72 Signatures: 11 Envelope Originator:
Certificate Pages: 6 Initials: 1 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
2/17/2022 10:02:25 AM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 2/17/2022 3:23:54 PM
Viewed: 2/17/2022 3:24:04 PM
Signed: 2/17/2022 3:24:18 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 2/17/2022 3:24:21 PM
Viewed: 2/17/2022 4:38:27 PM
Signed: 2/17/2022 4:41:06 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 68.191.210.54
Sent: 2/17/2022 4:41:10 PM
Viewed: 2/17/2022 5:00:55 PM
Signed: 2/17/2022 5:07:58 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jeff Terrill
jterrill@marathon-health.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 72.208.89.254
Sent: 2/17/2022 5:08:03 PM
Viewed: 2/17/2022 8:26:31 PM
Signed: 2/17/2022 8:28:00 PM
Electronic Record and Signature Disclosure:
Accepted: 2/17/2022 8:26:31 PM
ID: c42bae52-d709-409e-baf1-704add08f43d
Signer Events Signature Timestamp
Tiffany Thomson
Tiffany.Thomson@cityofdenton.com
Interim Assistant City Manager/Director of Human
Resources
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.32.227.235
Sent: 2/17/2022 8:28:05 PM
Viewed: 2/17/2022 8:52:59 PM
Signed: 2/17/2022 8:53:46 PM
Electronic Record and Signature Disclosure:
Accepted: 2/17/2022 8:52:59 PM
ID: d622a5cf-14f6-4ed7-86d1-e96f2d9b72a8
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 2/17/2022 8:53:53 PM
Viewed: 3/23/2022 9:34:02 AM
Signed: 3/23/2022 9:48:01 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/23/2022 9:48:07 AM
Viewed: 3/23/2022 10:56:13 AM
Signed: 3/23/2022 10:56:28 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/23/2022 10:56:34 AM
Viewed: 3/24/2022 5:26:41 PM
Signed: 3/24/2022 5:27:05 PM
Electronic Record and Signature Disclosure:
Accepted: 3/24/2022 5:26:41 PM
ID: 2524f267-9bf1-45d1-a9b1-5738ce3eb339
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/17/2022 3:24:21 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/17/2022 8:53:52 PM
Viewed: 2/22/2022 12:57:29 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/24/2022 5:27:10 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Deby Skawinski
Deby.Skawinski@cityofdenton.com
Deputy Director, Risk & Compliance
Security Level: Email, Account Authentication
(None)
Sent: 3/24/2022 5:27:11 PM
Electronic Record and Signature Disclosure:
Accepted: 3/23/2022 7:20:55 AM
ID: 46fc41c9-bade-4a7e-89c6-aa0f52a1529e
Linda Kile
Linda.Kile@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/24/2022 5:27:12 PM
Electronic Record and Signature Disclosure:
Accepted: 9/27/2021 8:34:26 AM
ID: f73b5a4c-ee6d-4020-a60c-6309d82abf53
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/17/2022 3:23:54 PM
Certified Delivered Security Checked 3/24/2022 5:26:41 PM
Signing Complete Security Checked 3/24/2022 5:27:05 PM
Completed Security Checked 3/24/2022 5:27:12 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Jeff Terrill, Tiffany Thomson, Rosa Rios, Deby Skawinski, Linda Kile
How to contact City of Denton:
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