Vera Whole Health 6/7/2019 - Laserfiche WebLink

the Admin PPPM Fee to Vera as provided in the Agreement and shall continue paying Reimbursable Charges, with appropriate adjustments so that Employer is only paying its pro-rata share of Temporary Clinic expenses. If Vera does not provide a Temporary Clinic within 45 days after the date that the Clinic first becomes unusable,then Employer may terminate this Agreement effective on written notice to Vera under Section 9.2(a) of the Agreement. Vera shall provide a permanent replacement Clinic,at a mutually agreeable location in the city limits of Everett,within three months after the Clinic first becomes unusable and with facilities substantially similar to the Clinic. If such replacement Clinic is not so provided, Employer may terminate this Agreement effective on written notice to Vera under Section 9.2(a) of the Agreement. In no event will Employer pay costs for tenant improvements,equipment or other"start-up"costs at the Temporary Clinic or the replacement Clinic. F. Anchor Clinic/Reciprocity. Because Employer is paying for Start-Up Expenses, and because the Clinic will be the principal location used by Employer Participants, the Clinic is considered Employer's "anchor clinic" and Employer is the Clinic's "anchor employer." Vera operates other anchor clinics for Vera's other anchor employers in other locations. Except as specifically provided in Section F.1 and F.2 below, only Employer Participants may use the Clinic: 1. Adding Another Anchor Employer. If Vera or Employer wants to add another employer as an additional anchor employer to the Clinic,then such party will deliver a written proposal to the other party. The other party may consent or not consent to the proposal at its sole discretion. If the proposal appears acceptable,the parties will then negotiate in good faith an amendment to this Agreement(or a new agreement or a separate side agreement, as appropriate) to add the additional anchor employer. This amendment or agreement will cover, among other items, pro-rata allocation of Reimbursable Expenses and payment by the new anchor employer of some of the Employer's previously paid Start-Up Expenses. The final amendment or agreement must be approved by the Everett City Council, which has sole discretion to approve or not approve. 2. Reciprocity. a. Vera and Employer agree that the Clinic will begin as an "open clinic," in which participants of other employers may use the Clinic, and Employer's Participants may use the anchor clinics of other employers. As of the Effective Date, Employer's Participants may use the following clinics, with such use starting on the Services Commencement Date: Clinic Employer Current Location Totem Lake City of Kirkland 13123 121st Way NE Suite D Kirkland, WA 98034 First Hill Virginia Mason 909 University Street Schedule 3, Page 2