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(e) Required Conditions. In order to be eligible to receive the Conditional Fee <br /> Refund and the Performance Guarantee Refund, Employer must perform the following ("Required <br /> Conditions"): <br /> 1. Establish a meaningful economic incentive to drive engagement of <br /> Participants with Vera for the Vera annual whole health evaluation consisting of four parts: <br /> (i) biometric screen, (ii) provider wellness visit, and (iii) an introduction to coaching visit, <br /> which incentive must be approved by Vera. Vera agrees that Employer's $200/$400 per <br /> adult/family Participant HRA-VEBA contribution satisfies this condition(1). <br /> 2. Do not charge co-pays,co-insurance,or deductible payments to <br /> Participants for using the Clinic,except as required by applicable law,and establish plan <br /> benefits such that healthcare consumerism is required of the Participant. Vera agrees that <br /> the City's CDH program complies with this consumerism requirement. <br /> 3. Timely comply in all respects with Employer's responsibilities under <br /> this Agreement, including without limitation, the Employer Responsibilities set forth in <br /> Section 2.3(d),and allow Vera to perform direct outreach to all Participants. <br /> 4. Align and comply with all other metrics for "engaged care," as <br /> reasonably directed by Vera. An example of which is to coordinate with Vera on outreach <br /> efforts including but not limited to lunch and learns, informational mailings and company <br /> newsletters. <br /> (f) Miscellaneous Refund Terms <br /> 1. If the Agreement is terminated during the Conditional Fee Refund <br /> Period by Employer under Section 9.2(c),then the Conditional Fee Refund is zero. <br /> 2. If the Agreement is terminated mid-Clinic Year under Section 9.2(c), <br /> then the Performance Guarantee Refund is zero for that Clinic Year. <br /> 3. The maximum Performance Guarantee Refund hereunder for a Clinic <br /> Year is$10.50 PPPM of the Admin PPPM Fees paid during that Clinic Year. <br /> 4. The maximum Conditional Fee Refund hereunder is the total <br /> aggregate amount of Admin PPPM Fees for the Conditional Fee Refund Period. <br /> 5. The Conditional Fee Refund is void and not payable by Vera to the <br /> extent that claims history data is not available to calculate the total all Participant claims for the <br /> Conditional Fee Refund Period, calculated using the methodology described in Exhibit C-1 to <br /> this Schedule. <br /> Schedule 2, Page 6 <br />