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FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT This is the Fifth Amendment ("Fifth Amendment") to the Professional Services Agreement ("Agreement") between City of Clearwater("Client")with offices located at 100 South Myrtle Avenue,Clearwater,Florida 33756 and Evernorth Direct Health,LLC("Evernorth")with offices located 26500 North Norterra Drive,Phoenix,Arizona 85085 effective October 1, 2015, whereby Evernorth agreed to provide for a Evernorth Direct Health Clinic ("Clinic")providing low acuity,urgent and episodic care and ancillary services for the benefit of Client employees and others(as defined in the Agreement).This Fifth Amendment is effective August 17,2021("Fifth Amendment Effective Date").Client and Evernorth are sometimes referred to herein individually as a"Party"and collectively as the"Parties." WHEREAS, effective February 1, 2021, Cigna Onsite Health, LLC changed its name to Evernorth Direct Health, LLC and the Agreement as amended to reflect the name change; and WHEREAS, pursuant to Section 28 of the Agreement,the Parties wish to amend the Agreement in accordance with the terms stated herein. NOW,THEREFORE,for valuable consideration,the receipt and sufficiency of which is hereby acknowledged,as of the Fifth Amendment Effective Date,the Agreement is hereby amended as follows: 1. For purposes of this Fifth Amendment,capitalized terms used herein shall be as defined in the Agreement, as amended,or in any of the Schedules or Appendices attached thereto,unless otherwise specified. 2. Section 3, Term, of the Agreement is hereby renewed for the Renewal Term of twelve (12) months from 10/1/2021 through 9/30/2022. 3. The Operating Budget(Appendix 1)attached to Schedule B—Fees of the Agreement is hereby deleted in its entirety and replaced with the Operating Budget (Appendix 1)attached to this Fifth Amendment for the Renewal Term of 10/1/2021 through 9/30/2022. 4. The recitals and representations are true and accurate and are incorporated herein by reference. 'THIS SECTION INTENTIONALLY LEFT BLANK] 1 5. Except as modified by this Fifth Amendment,all other terms and provisions of the Agreement,as amended, and all Schedules and Appendices attached thereto,shall continue in full force and effect. IN WITNESS THEREOF,the Parties hereto have caused this Fifth Amendment to be executed and signed by their respective officers duly authorized to do so. Electronic signatures are acceptable and have the same binding effects as original signatures. EVERNORTH DIRECT HEALTH,LLC Signature: /„ / O94 Print Name: J- rey .P ry,DBA,Ph( Title: Chief Operating Officer,VP Date: August 18,2021 Countersigned: CITY OF CLEARWAT •,FLORIDA 41/ Frank Hibbard ah Maxwell Mayor ity Manager Approved as to form: Attest: OVIAT4 Fac-01 cit 2� ''���� -� �O Owen Kohler Rosemarie Call t :� — Assistant City Attorney City Clerk Ihe 4trtISHEDNIq�� 2 Appendix 1 -EVERNORTI+ Evernorth Direct Health Cost Projection Estimates Prepared tor. City of Ciearwater•Budget Renewal Description 1011/2'1-9030122 Participates-Egoista for Access 3.140 Pomade!Visits 7.860 Penetration Rase 67.6% Projected Priseasy Can Visits 5,300 Pneumatics/Health Pronnotioe Visits 1.390 FTE's Physician 1.00 Nurse Practitioner 1.00 Medical.Assistant 2.00 Front Office 1.00 I PN&Office Manager 1.00 Told FTE's 6,00, Salaries&Benefits 836,000 Supplies 234,000 Other Direct Expenses 110,000 Systeme Expenses 77,000 I Tsai Emmet basset 1,257.11161 Mein Fee 20.000 Menspettwnt Fee 84.000 lefrsstriecturs Costs 292,000 IT lint Fee Eeriest' VON liege On Melba%Costae Cent Endows 1.103.111111 Assumption ti) The facility is staled as imitated in the FTE section aaovt.temporary staff is not nclu ed FTE count. 2) Full-time=s caesioerel to be 40 sours.per malt anc represented ay 1,00 FTE. 3) Operating coasts mourn system tcenstre eased an the number of protessarwl staff. 4) Marketing for commune:oo s to these aware re for access to the sde is plamed at 58000 per year Mass thru exp.only.charged d used). 5) Recnranent castor salt preened at 510000 per year(pass thu.exp,oil 4narged H usedJ. 5) Aswrttes 50%of ekOrbu paWcisa its*cone a nu,snot n the crrxc. 7) vises notice medical ane'wean promotion(estimate 2:5 runs per participant per;lean) 8) Las vendor aril ae paid nape 1:clnic instead of lab vendor swatting calm dtrectytaaaurance Estimated>D 54K per ma pass thru exp). 9) Includes cost ci prepackaged medicine at$13.25 per script assuring 1.3 snipes per wait. 10' The protection does not Include an estimate for temporary labor ceverage(pass tem nay►a approved,aid incwnd). 11) Does not=tine dad comuession. 12) High Speed Internet must be assuring ta4he building.and eadehded to dement ser vendor service distance reglWMlglb Additional commies charges for ntemedDSLITsepeene swiss could appy rt clic cannot use deans existing senate providers 13) Radiology expenses are included ala average$3,000,per month)pass ttwu expo 14) Other Direct Expenses includes Audiometer,Spin:ewer ted Hearing Booth,equamest pueehases i mem'e,Mart t)40prox.90.300)) 151 Includes cost of temporary PA. 3 FanW.9Request for Taxpayer (Rev.October2DIdentification Number and Certification flirscut sem.to ot Department ofIre Treasury send to the IR& intrntlRevenue Sines ►Go to www.La.gor/FennWB for instructions and the latest information. 1 brier(es shown on your income tax return).Nana b required on this Ike:do not leave this rens blank. Evernorth Direct Health,LLC 2 Boren riamatesregioded entity Hone,if different hom above co3 Chock epproprbte box for federal tax clas if cation of be person whose name is entered on line 1.Check only one Clthe 4 Exemptions(codes apply only to 3 foaming sewers boxes. certain snare,not fndtifduale;see 0 instructions on page SI: E 0 indkidual/sote proprietor or 0 C Corporetbn S Corporation 0 Partnership 0 True:restate single-member LLC payee code Of and © limbal lability company.Enter the tax clamp:aim atim(C=C corporation.84 corporation,P.Pmrersiip) . C _ Exempt a Note Check the appropriate box In the line above for the tax alesailcation of the single-member owner. Do not check Exemption from FATCA reporting V LLC If the LLC Is classified as a single-member LLC that fa disregarded from the owner unless the owner of the LLC is of 7— mother LLC from the owner disregarded df om the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that �� dierpvdedappropriate box for the tax classification of to owner. [) Other(see Instructions)S. Naas.n•aawnb a+.era waw wus� 5 Addreee(number.street and apt or suite no.)See instructions. Requesters nerals and address(optlon.l} ci 26500 N Norterra Drive 3 City,state,and ZIP code Phoenix,AZ 85086 7 Lief account nuraber(s)here(options Win Taxpayer Identlfcation Number(7'iN) Enter your TIN in the appropriate box The TIN provided Frost match the name given on New 1 to avoid 1 50e-Illi security rameb.r backup withholding.For Individuals,this Is generally your social sacwrsy number(SSN).However,for a , resident alien,sole proprietor,or disregarded entity,see the instructions for Part 1,later.For other — — enttties,file your employer identification number(EIN).If you do not have a number,see How to get e t TIN,hater. or Notes If the account la in more than one name,see the instructions for lime 1.Also see What Name and I EfilPla ler Idaaaaesuan nuetber Number To Give the Requester for guidelines on whose number to enter. 7 r 3 2 — 0 2 2 2 2 5 2 P ari I i Certification Under penalties of perjury,I certiy that: 1.The number shown on thb form Is my correct taxpayer Identification number(or I am waiting fore number to be issued to met);and 2.1 am not subject to backup withholding because:(e)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Strobe(IRS)that I atm subject to backup withholding as a result of a failure to report all Interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 8.1 em a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form Of any)Indicating that Ian exempt from FATCA reporting Is correct Certification Inrbvctlone.You must cross out item 2 above if you have been notified by the iRS that you ere currently subject to backup withholding because you have failed to report ail interest and dividends on your tat return.For real estate transactions,Item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured properly,cancellation of debt,contributions to an Individual retirement arrangement ORA),and generally,payments other than interest and dividends,you we not required to sign the certification,but you must provide your correct TIN.See the Instructions for Part N,later. Sign Here Signature ,s Pie CM, . Date. ali/soya General Instructions (J •��1099-DIV(dividends,including those from stocks or mutual fSection references we to the Internal Revenue Code unless otherwise •Form 1000-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest tnfommetlon about developments •Form 1099-B(stock or mutual fund sates and certain other related to Form W-9 and Its Instructions,such as fagslation enacted iransactions by brokers) after they were published,go to werwir.gov/FormW9. •Farm 1090-S (proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who la required to fib en •Form 1098(home mortgage Interest),1098-E(student loan interest), Information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TiN)which may be your social security number •Form 1099-C(cateeled debt) (SSN),individual taxpayer Identification number 011h ,adoption •Form 1099-A(acquisition or abatdcoment of seeped taxpayer identification number(ATiN),or employer identification numberproperty) (EN).to report on an Information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(Including a resident amount reportable on an information return.Examples of information alien),to provide your coned TiN. returns Include,but are not limited to,the following. N you do not felony Form W-9 to the requester with a rift you might •Form 1099-INT(Interest earned or paid) be subject to backup tWthhakcng.See What is backup withholding, haler. Cat.No.10231x , Form W49(hew.td2ois)