7789 - Amendment 2 Executed
DocuSign Transmittal Coversheet
File Name
Purchasing Contact
Docusign Envelope ID: D3D006EF-FE38-44C9-B64F-D56F0D55FE27
Ginny Brummett
7789- Clinic Operations & Management Service-Amendment 2
1
FIRST AMENDMENT TO HEALTH SERVICES AGREEMENT
This First Amendment to Health Services Agreement (the "Addendum"), dated as
of the latest of the signatures below (the “Effective Date”), is made by and between
Marathon Health, LLC and City of Denton, Texas (“Client”).
RECITALS
WHEREAS, Marathon and Client entered into that certain Health Services
Agreement, dated as of March 22, 2022, for certain preventive, wellness, disease
management, health consultation, occupational health and/or primary care services (as
amended, the "Agreement"); and
WHEREAS, the Parties desire to amend the Agreement to modify the performance
guarantees applicable to the remainder of the Initial Term of the Agreement, effective as
of November 1, 2023.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound, the Parties agree as
follows:
1. Amendment and Restatement of Performance Guarantees. The Parties agree
that the Performance Guarantees shall be amended and restated as set forth in
Attachment 1 of this Addendum, to be effective beginning November 1, 2023.
2. Miscellaneous. This Amendment is made under and incorporates the terms and
conditions of the Agreement. The terms and conditions set forth in this Amendment
are in addition to and not in substitution of any terms or conditions set forth in the
Agreement. Except as specifically modified by this Amendment, the terms and
conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment as of the Effective Date.
CITY OF DENTON, TEXAS MARATHON HEALTH, LLC
By: By: _____________________________
Name: ___________________________ Name: __________________________
Title: Title:
Date: Date:
Docusign Envelope ID: D3D006EF-FE38-44C9-B64F-D56F0D55FE27
SVP
10/23/2024
Val LeyderGinny Brummett
10/25/2024
Buyer
2
Attachment 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 (“At-Risk Amount”)
beginning November 1, 2023 and November 1, 2024 (“Year 2” and “Year 3”,
respectively) 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 2 Year 3
Member Engagement 2.5% 2.5%
Member Experience 2.5% 2.5%
Health Outcomes 2.5% 2.5%
Client Savings 2.5% 2.5%
Total At-Risk 10% 10%
MEMBER ENGAGEMENT
MEMBER ENGAGEMENT
Marathon’s Performance
Following each of 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: D3D006EF-FE38-44C9-B64F-D56F0D55FE27
3
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 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: D3D006EF-FE38-44C9-B64F-D56F0D55FE27
4
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 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 67th and 75th percentiles Years 2-3 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 2-3
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®
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
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
67th/75th
percentiles
0.33
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
67th/75th
percentiles
0.50
Docusign Envelope ID: D3D006EF-FE38-44C9-B64F-D56F0D55FE27
5
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
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.
60% / 70% 1.00
Diabetes Percent at SOC –
at least 5 of 8
met
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-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
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.
Docusign Envelope ID: D3D006EF-FE38-44C9-B64F-D56F0D55FE27
6
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
4.0-5.00 No refund
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 2 Year 3 Scoring
Achievement
of Net ROI
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:
• Client’s expected medical and Rx plan paid PMPM claims costs for November 1,
2022 through October 31, 2023 (“Year 1”) 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
Docusign Envelope ID: D3D006EF-FE38-44C9-B64F-D56F0D55FE27
7
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
• 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.
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:
Docusign Envelope ID: D3D006EF-FE38-44C9-B64F-D56F0D55FE27
8
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 – 5.00 met = no refund
Client Savings 25% 100% of target = no refund
Docusign Envelope ID: D3D006EF-FE38-44C9-B64F-D56F0D55FE27
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
Docusign Envelope ID: D3D006EF-FE38-44C9-B64F-D56F0D55FE27
Marathon Health, LLC
10/23/2024
Valerie Leyder
Certificate Of Completion
Envelope Id: D3D006EFFE3844C9B64FD56F0D55FE27 Status: Completed
Subject: ***Purchasing Approval***7789- Clinic Operations & Management Service-Amendment 2
Source Envelope:
Document Pages: 10 Signatures: 3 Envelope Originator:
Certificate Pages: 6 Initials: 3 Ginny Brummett
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Ginny.Brummett@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
10/22/2024 11:35:18 AM
Holder: Ginny Brummett
Ginny.Brummett@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Ginny Brummett
ginny.brummett@cityofdenton.com
Buyer
City of Denton
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Sent: 10/22/2024 11:38:23 AM
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Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
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Marcella Lunn
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Senior Deputy City Attorney
City of Denton
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Val Leyder
valerie.leyder@marathon.health
Sr Vice President
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ID: 22b29b44-6dcf-4714-bc3b-6b21d861c809
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Megan Gilbreath
Megan.Gilbreath@cityofdenton.com
HR Director
City of Denton - Human Resources
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Ginny Brummett
ginny.brummett@cityofdenton.com
Buyer
City of Denton
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Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
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Sent: 10/25/2024 1:09:18 PM
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Misty Hambright
misty.hambright@cityofdenton.com
Total Rewards Manager
City of Denton
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Val Leyder
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