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Home My WebLink AboutAmendment No 1 to PSA - Activate Healthcare LLC - Employee Clinic Contract Renewal for 20191316 COUNTY -CITY BUILDING 227 W..IEFFER3oN BOULEVARD SOUTH BEND. INDIANA 46601-1 830 Debra Geihsler M oe Z21TY OF SOUTH ' * , BOARD OF PUBLIC WORKS November 13, 2018 Activate Healthcare, LLC 320 Martin Luther King Jr. Blvd., Suite 300 South Bend, IN 46601 RE: Amendment No. 1 to Professional Services Agreement Dear Ms. Geihsler: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on November 13, 2018, approved the above referenced amendment regarding the Employee Clinic contract renewal for the 2019 calendar year in the amount of $27.21 per member per month for an estimated total cost of $964,308. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK JAMES A. MUELLER THERESE J. DORAU AMENDMENT NUMBER I to the Management and Professional Services Agreement By and Between City of South Bend Indiana And Activate Healthcare, LLC THIS AMENDMENT NUMBER 1 (the "Amendment") to Management and Professional Services Agreement by and between City of South Bend Indiana ("South Bend"), and Activate Healthcare, LLC dated September 22, 2015, is entered into this Va day of November, 2018 and shall be effective as of the Effective Date described herein. South Bend and Activate are collectively the "Parties" and each individually a "Party" hereto. RECITALS WHEREAS, South Bend and Activate entered into a Management and Professional Services Agreement (the "Agreement") pursuant to which South Bend engaged Activate to provide health clinic ("Clinic") and wellness program services for South Bend Members and their dependent family members; and WHEREAS, the Parties desire to extend the term of the Agreement, adjust the Fee and to make additional changes to reflect the services offered; NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following amendments to the Agreement: 2. Sections 5.1 and 5.1.1 of the Agreement shall be amended by deleting the language that is in st-fikeout and inserting the language that is in bold, as follows: 5.1 Financial Overview. In consideration of Activate's responsibilities under this Agreement, South Bend shall pay to Activate the amount described in Section 5.2 of this Agreement (the "Fee") per Member per month (PMPM) during the Extension Term, and any Renewal Terms. South Bend shall also be responsible for the following expenses associated with the Activate Clinic (collectively, "Other Expenses"): a. I� +. c anYi and Z�l PMPM; Operational maintenance expenses not captured in the $25.30 PMPM, to the extent provided in Exhibit I; b. Laboratory and pharmaceutical costs described in Exhibit G; and c. Rent as described in Section 5.1.1 "osts 1' employee- ' Aetiyate-G"Ie whieli shall be ,, .. 5.1.1 Rent aiJ er-*tioim4-E*pew . Activate shall select the space, with South Bend's consent, for the Activate Clinic. South Bend shall not be a party to any lease agreement for the Activate Clinic. As additional consideration for this Agreement, Activate shall bill South Bend at a rate of $1.65-34 PMPM for the actual cost of the Activate Clinic. 3. Section 5.2 of the Agreement shall be amended by deleting the language that is in str-ikeeot and inserting the language that is in bold, as follows: 5.2 The Fee. Subject to the terms of this Section 5.2, South Bend shall pay to Activate the amount of Twenty-4ve Seven Dollars and T44t-y Seventy -One Cents ($27.71 5 0) PMPM (the "Fee"). It is expected that the Activate Clinic will be utilized by 2,900 Members. In the event that the number of Members becomes less than 2,500, Activate will have the ability to increase the Fee in proportion to the reduction of Members. 4. Section 6.1.2 of the Agreement shall be deleted in its entirety. 5. Section 7.1 of the Agreement shall be amended by deleting the language that is in str-ikeou and inserting the language that is in bold, as follows: 7.1 Term. This Agreement shall be extended effective on January 1, 2019 for an Extension Term of three (3) years beyond that extension effective date. the "" . Thereafter, the Agreement shall automatically extend for additional one (1) year periods (each a "Renewal Term") unless either Party provides written notice not less than one hundred and eighty (180) days prior to the end of the then current term. 6. Section 7.2.6 of the Agreement shall be deleted in its entirety, 7. Section 8.7 of the Agreement shall be amended to delete "Janet Cadotte" as the person for notice purposes for South Bend, and replaced with "Director of Human Resources." 8. Section 8.19 of the Agreement shall be amended to add the following sentence to the end of the paragraph: "Notwithstanding anything herein to the contrary, the Parties acknowledge that South Bend is a municipal corporation legally bound to comply with Indiana's Access to Public Records Act and Open Door Law, to the extent applicable hereto." 9. The following shall be added as a new Section 8.20: 8.20 Eatial Opportunity, 4" on-Disc!ri inination; Compliance. Activate shall comply with all applicable laws and regulations in its hiring and employment practices and for any activity covered by this Agreement including, but not limited to, the requirements imposed by Ind. Code 22-9-1-10 (non-discrimination), the provisions of Ind. Code 5-22-16.5 (disqualification for dealings with the government of Iran), and the provisions of Ind. Code 22-5-1.7 (requiring E-Verify for new employees and prohibiting employment of unauthorized aliens). Each of the foregoing provisions is incorporated herein as if set forth in full, and Activate certifies that it is in compliance with each such provision and shall remain in compliance through the term of this Agreement. Additionally, Activate hereby agrees to make a good faith effort to provide and maintain a drug -free workplace. Activate will give written notice to South Bend within ten (10) days after receiving actual notice that an employee of Activate within the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. 10, Exhibit D of the Agreement shall be amended by deleting the language that is in stFikeou and inserting the language that is in bold, as follows: Activate shall provide the following additional services as part of Activate Services: [Please note that South Bend may incur lab fees and other nominal charges for some of the below services.] a. Adult vaccinations (limited) b. Occupational health services c. DOT exams duo d. Drugileehel-testing,7�)Y e. Pre -employment physical exams f. Pre -employment drug screenings 11. The Amendment shall be effective January 1, 2019 ("Effective Date"). 12. In all other respects, the Parties agree that the terms and provisions of the Agreement remain unchanged and that the changes set forth in this Amendment shall be incorporated into the remaining terms and provisions of the Agreement as though set forth in full therein. Intending to be legally bound, by execution of this Amendment the Parties indicate their acceptance of the terms hereof, City of South Bend Indiana Activate Healthcare, LLC Name: Debra Geihsler Title: Principal and Co -Founder Date: Date: 11/6/18 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 11 /5/2018 Name Kyra Clark Department apital& Inclusion BPW Date 11/13/2018 Phone Extension 7500 nm R mire Prior to Submittal to Board ... __M .... _.._..._...... _.._ Legal ® Attorney Name Sandra Kennedy Controller ® Controller review is required for all Contracts $5,000.00 or more and greater than one year in length per the City Purchasing Policy Purchasing ❑ ITITmIT®mITmmCheck the Agreement Professional Services Bid Opening Quote Opening El Change Order No. F1 Ease/Encroach. Other: wiate Item Type - eo ►mod for All Submissions Contract E] Proposal Resolution ❑ Bid Award ❑ Req. to Advertise 0 Quote Award C/O & PCA No. ❑ PCA ❑ Traffic Control Required Information Company or Vendor Name ACTIVATE CLINIC Addendum ❑ Title Sheet New Vendor ❑ Yes Z No [:] If Yes, Approved by Purchasing MBE/WBE Contractor ❑ MBE WBE MBE/WBE Contractor Requested ® No ❑ Yes Name of Company Project Name EmployeemmClinic Contract Renewal Project Number Funding Source Health Insurance Fund Account No. 711-0401-671-31-06 ..._....... _ �._ _..,.6. Amount $27.71 per member per month (PMPM), estimated at 2,900 members for a total estimated cost of $964,308 Terms of Contract The agreement covers the 2019 calendar year, Purpose/Description Anthem administers the Cit 's self -funded healthmminsurance medical and p,rescription program and serves as the Cit 's stop loses carrier. Z Required Contractor's Certification Form Attached (Non Collusion, Non -Discrimination, Non -Debarment, E-Verify, Iran, etc.) Rq .waw ,....cared FormmCh�` a Orders OnN" Amount of Increase $ ❑�I Decrease $ Previous Amount $ _ Current Percent of Change: % New Amount $..................._. Total Percent of Change: % Dispersal After Approval Copy Original ® ❑ Kyra Clark, Ben Dougherty, Tierra Davis El1:1 I'll... .... _.................._ ... __