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CLINIC AGREEMENT <br /> This Clinic Agreement (the "Agreement") is entered into this / day of June, 2019 <br /> ("Effective Date") by and between the City of Everett ("Employer"), Vera Whole Health, Inc. <br /> ("Vera"),and Vera Whole Health WA,P.C.("Vera P.C."). Employer,Vera,and Vera P.C.may each <br /> individually be referred to as a"party,"and collectively as the"parties." <br /> A. Vera provides management and administrative services to local companies and <br /> agencies in support of certain health and wellness programs that are offered to employees of such <br /> companies and agencies at healthcare clinics physically located on or near such company or <br /> agencies' business premises. <br /> B. Vera P.C. is a Professional Services Corporation that is associated with Vera and <br /> consists of physicians,ARNPs and other healthcare professionals who provide the clinical medical <br /> and wellness services to the Employer's employees at the Clinic (as defined below). <br /> C. Employer desires to engage Vera to provide certain management and administrative <br /> services and Vera P.C. to provide certain clinical healthcare and related wellness services, and <br /> Vera and Vera P.C. each desire to provide such services to Employer. <br /> The parties agree: <br /> 1. Definitions. <br /> 1.1 "Clinic(s)" means the physical location of the healthcare clinic(s) where the <br /> Participants receive the Clinical Services. Unless the context clearly shows otherwise, the term <br /> "Clinic"refers to Employer's Clinic in Everett, WA. <br /> 1.2 "Clinical Services" means the professional medical and healthcare services and <br /> related wellness programs provided by Vera P.C.to the Participants as stated in Schedule 1. <br /> 1.3 "Fees" means all fees payable by Employer in connection with the Services <br /> provided to Participants as stated in Schedule 2 of this Agreement or elsewhere in this Agreement. <br /> For purposes of clarity,the parties agree that the following are examples of Fees:the Admin PPPM <br /> Fee under Section 1.1(a)of Schedule 2,Reimbursable Charges paid by the Employer under Section <br /> 1.2 of Schedule 2, Start-Up Expenses paid by Employer under Section 2 of Schedule 2, and the <br /> Launch Service Fee under Section 1.1(b) of Schedule 2. <br /> 1.4 "Participant(s)"are the employees and related family members and dependents of <br /> the Employer whom Employer has designated as qualified to obtain the Services. <br /> 3 <br />