HomeMy WebLinkAbout16320Docusign Envelope ID: 168A81A9-C9FC-886B-8238-7ACD8F69696C
RESOLUTION NO. 16320
A RESOLUTION APPROVING AMENDMENT NO. 7 OF THE
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL
CORPORATION, AND SHORT-ELLIOTT-HENDRICKSON, INC.,
IN THE AMOUNT OF $20,724 FOR PROJECT NO. 21-075,
DILLON AND EAGLERIDGE ROUNDABOUT, AND
AUTHORIZING THE PURCHASING AGENT TO EXECUTE SAME
WHEREAS, Project No. 21-075 (C11819), SHO M086-084 (23584) Dillon and Eagleridge
Roundabout Project was awarded to Short -Elliott -Hendrickson, Inc., on March 14, 2022; and,
WHEREAS, additional design and engineering work contemplated by Amendment No. 7
is needed; and,
WHEREAS, it is in the best interest of the City of Pueblo to proceed with and complete
such design in the manner herein provided; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that
SFCTION 1
Amendment No. 7, by and between the City of Pueblo, a Municipal Corporation, and Short -
Elliott -Hendrickson, Inc., a Colorado Corporation, a copy of which is attached hereto, having been
approved as to form by the City of Pueblo Attorney, is hereby approved, and City Council
authorizes the additional work contemplated by Amendment No. 7 to be performed in the amount
of $20,724.00.
SECTION 2.
Funds in the amount of $20,724.00 will be paid from Project Cl1819, Dillon and Eagleridge
Roundabout Project.
SECTION 3.
The Purchasing Agent is hereby authorized to execute Amendment No. 7 on behalf of the
City of Pueblo, a Colorado Municipal Corporation, and the City Clerk shall affix the seal of the City
thereto and attest same.
SECTION 4.
The officers of the City are authorized to perform any and all acts consistent with this
Resolution to implement the policies and procedures described herein.
SECTION 5.
This Resolution shall become effective immediately upon passage and approval.
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Docusigned by:
ATTESTED BY:
CITY LERK
INTRODUCED: May 11, 2026
BY: Brett Boston
MEMBER OF C ..QQWWCIL
APPROVED: au((
PRESIDENT G OUNCIL
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City Clerk's Office Item # M4
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1111-PUEBLO
coorado
Background Paper for Proposed
Resolution
COUNCIL MEETING DATE: May 11, 2026
TO: President Mark Aliff and Members of City Council
CC: Mayor Heather Graham
VIA: Clyde Bishop, City Clerk
FROM: Andrew Hayes, Public Works Director
SUBJECT: A RESOLUTION APPROVING AMENDMENT NO. 7 OF THE
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL
CORPORATION, AND SHORT-ELLIOTT-HENDRICKSON, INC., IN THE
AMOUNT OF $20,724 FOR PROJECT NO. 21-075, DILLON AND
EAGLERIDGE ROUNDABOUT, AND AUTHORIZING THE
PURCHASING AGENT TO EXECUTE SAME
SUMMARY:
This Resolution approves Amendment No. 7 to the Professional Consulting Services
Agreement awarded to Short -Elliott -Hendrickson, Inc. (SEH), in the amount of
$20,724.00 for Project No. 21-075 (C11819), SHO M086-084 (23584), Dillon and
Eagleridge Roundabout.
PREVIOUS COUNCIL ACTION:
Ordinance 9350, dated September 24, 2018, established project C11819 and budgeted
and appropriated funds in the amount of $250,000.00 to said project.
Ordinance 9889, dated February 22, 2021, approved an agreement with CDOT,
accepting a grant from Federal Highway Administration (FHWA) in the amount of
$1,800,000.00 and budgeted and appropriated those funds into said project.
Resolution 14824, dated March 14, 2022, awarded an agreement for professional
engineering services in the amount of $229,243.00 to Short -Elliott -Hendrickson, Inc., for
Project No. 21-075 Dillon and Eagleridge Roundabout.
Resolution 15182, dated March 27, 2023, approved Amendment No. 4 to the agreement
for professional engineering services in the amount of $18,685.00 for Project No. 21-075
Dillon and Eagleridge Roundabout.
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Resolution 15183, dated March 27, 2023, approved Amendment No. 5 to the agreement
for professional engineering services in the amount of $22,031.00 for Project No. 21-075
Dillon and Eagleridge Roundabout.
Resolution 15642, dated May 28, 2024, approved Amendment No. 6 to the agreement
for professional engineering services in the amount of $49,052.00 for Project No. 21-075
Dillon and Eagleridge Roundabout.
BACKGROUND:
The City of Pueblo was awarded a Highway Safety Improvements Project (HSIP) through
the Colorado Department of Transportation (CDOT).
The grant funds, along with the allocated 2018 General Funds, will be used to design
and construct a traffic roundabout at the intersection of Dillon Drive and Eagleridge
Boulevard in the City of Pueblo. The roundabout will provide a free flowing condition for
all turning movements and will eliminate stop signs. Additionally, the median, and
concrete curb and gutter, striping and appropriate signage will be installed on all four
quadrants to delineate lanes and instruct drivers. Crosswalks, curb ramps, landscaping,
and other appurtenances will also be installed.
Amendments No. 1 through No. 3 were executed by the purchasing agent as they were
determined to be minor amendments.
Amendment No. 1 to this contract was to clarify and more specifically identify the scope
of work to be performed under the agreement.
Amendment No. 2 to this contract was to provide a rate change, allowing 2022 staff and
rate updates to the existing contract. This amendment did not increase the $229,243.00
base contract compensation.
Amendment No. 3 to this contract was to add additional services for traffic study and
Operations Evaluation Level 1 as required by CDOT. This amendment increased the
base contract amount by $22,228.00.
Amendment No. 4 provided additional services for an Operations Evaluation Level 2 as
required by CDOT and increased the base contract amount by $18,685.00, making the
contract amount $270,156.00.
Amendment No. 5 provided additional work for the project to upsize the sanitary sewer
mains located in the same footprint of the proposed roundabout and increased the base
contract by $22,031.00, making the contract amount $292,187.00.
Amendment No. 6 is related to the revised geometry requested by City of Pueblo staff
and the traffic forecasting data that was provided, additional survey and design of the I-
25 Northbound off -ramp as requested by CDOT, as well as supplemental SUE for the
additional survey limits and additional fiber that has been installed along the project limits.
The proposed Amendment No. 7 is to provide right-of-way staking for acquisition of
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easements, redesign of the Dillon Drive median, and development of conceptual
construction phasing and traffic control plans.
FINANCIAL IMPLICATIONS:
Funding for Amendment No. 7 ($20,724.00) will be paid from account C11819, Dillon and
Eagleridge Roundabout.
BOARD/COMMISSION RECOMMENDATION:
None.
STAKEHOLDER PROCESS:
None.
ALTERNATIVES:
Denial of this resolution will cancel the design of the additional improvements necessary
to complete the design.
RECOMMENDATION:
Approval of the Resolution.
ATTACHMENTS:
1. 21-075 SEH Amendment No 7
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STATEMENT OF WORK # 1
Onsite and Virtual Health Services
THIS STATEMENT OF WORK ("Statement of Work") is entered into as of November
10, 2025 (the "Effective Date") with reference to that certain Professional Services Agreement
entered into by and between the City of Pueblo, Colorado ("City") on behalf of itself and as
sponsor of its applicable group health plans, and Crossover Health Medical Group, APC, a
California medical professional corporation ("Crossover Health"), dated as of November 10,
2025 (as it may be amended, modified or supplemented from time to time, the "Agreement"),
and hereby incorporated by reference. Unless otherwise defined herein, the capitalized terms
used but not defined herein will have the same meaning as such terms in the Agreement. If any
terms or conditions in this Statement of Work conflict with those in the Agreement, its exhibits or
attachments, then the terms and conditions of the Agreement govern unless expressly stated
herein.
RECITALS
WHEREAS, City desires to offer to its Eligible Population located in the United States
access to Crossover Health's and its Affiliates' services via Crossover Health's Member
Technology, and in person at exclusive onsite Health Center to be operated by Crossover
Health (the "Exclusive Health Center") and virtually through Crossover Health's Member
Technology.
WHEREAS, Crossover Health desires to provide access to such services as further
described herein.
NOW, THEREFORE, the Parties hereto agree as follows:
1. HEALTH SERVICES. Crossover Health will provide in -person and virtual Health
Services described in this Section, to Members aged at least 18 years (and, only where
specifically noted, to patients under 18) through Crossover Providers and other Crossover
Personnel, as described herein. All Services will be delivered at the discretion of Crossover
Health personnel consistent with clinical scope of practice, even if selected by City for inclusion.
Crossover retains the right to decline to offer elective Services that may conflict with clinical
judgment or applicable law.
1.1. Core Primary Health Services. Crossover Health will provide the below -
described primary Health Services.
Core Services
Provided
Description
Primary Care
Yes
Preventive, routine, acute and chronic care, triage,
gynecological care, and travel care services.
Crossover Health Confidential Information
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Core Services
Provided
Description
Use of therapeutic exercise, physical modalities, assistive
devices, and Member education to reduce pain, improve
mobility and function that is impaired or threatened by disease,
Physical
No
injury or disability through physical and/or chiropractic therapy
Medicine
with the goal of transitioning patients to self -care once maximal
improvement/recovery has been reached. (Some aspects may
require in -person access or referral to and coordination with
local specialists and facilities as appropriate.)
Assessment and treatment of clinically significant behavioral
Mental Health
No
and mental health challenges with a goal of enhanced mental
wellbeing and transitioning to self -care.
Health
No
Counseling services on nutrition, fitness, lifestyle and change
Coaching
management.
Select Clinical Laboratory Improvement Amendments -waived
laboratory tests (where Members have access to a Health
Center; availability varies by Health Center). Crossover
Providers may also send specimens out to, or provide referrals
for laboratory testing by, a licensed third -party laboratory. The
Laboratory
Yes
costs for laboratory services and analysis performed by a
Services
licensed third -party laboratory are not included in the fees set
forth in this Statement of Work. In compliance with state laws,
the third party laboratory will bill the Member's insurance. At
City's request, and where permitted by state laws, Crossover
Health can bill City for the cost of third party laboratory services
rather than Member insurance.
As permitted by state law, where Members have access to a
Health Center, Crossover will dispense a selection of pre-
packaged generic medications, when duly prescribed by a
Crossover Provider (availability varies by Health Center).
Medications
Yes
Crossover Providers may also provide prescription orders for
medications that can be filled at the Member's community or
on-line pharmacy, as the Provider deems appropriate.
(Prescriptions obtained from third parties are not included in
the fees set forth in this Statement of Work.)
1.2. Exclusive Health Center Custom Services. To provide a robust and
comprehensive care program, Crossover Health may provide the below -described additional
custom Health Services ("Custom Services") selected by City at the Exclusive Health Center
and via Virtual Care.
2
Crossover Health Confidential Information
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Custom
Services
provided
Description
Crossover Health will coordinate care and treatment with a
third party community allergist, including administration of
Allergy
No
allergy shots as well as treatment of asthma and other
immunodeficiencies. (Requires in -person Health Center
access.)
Diagnosis and treatment of disorders of the skin including
preventive screenings, minor procedures, chronic condition
Dermatology
No
management and other non -surgical, non -cosmetic
dermatology services. (May require in -person Health Center
access.)
Diagnosis and medication -focused treatment of mental,
emotional and behavioral disorders for Members whose
needs exceed the scope of Crossover Health's primary care
Psychiatry
No
and mental health providers. These medication -focused
interventions are provided with a goal of improving mental
health and supplementing care provided by Crossover
Health's primary care and mental health clinicians.
Comprehensive eye exams including case history review,
visual system health status evaluation, neurological integrity
assessment, refractive status evaluation, binocular function
assessment, ocular health exam, and diagnosis and treatment
Optometry
No
plan. Providing contact lens fittings. Acute office visits for
urgent ocular conditions. Coordinate and collaborate with a
third party optician service provider, which will operate and
manage the optical dispensary for prescription eyewear and
contact lenses. (Requires in -person Health Center access.)
Birth Control
Devices and
No
Certain birth control devices and injectables for birth control
Injectables
may be administered.
Pediatric
Same day care services for Members aged 3-18 years.
Same -Day Care
Yes
Includes laboratory orders (onsite lab draws for ages 12-18)
and medication dispensing/prescribing.
Pediatric Sports
Yes
Pre -participation physical examinations for sports for
Physicals
Members under age 18.
Primary and preventive care services for Members aged 3-18
years, to include preventive care and screening services,
Full Pediatric
annual physical examinations, routine health visits. Includes
Preventative
Yes
laboratory orders (onsite lab draws for ages 12-18),
Care
Medication Dispensing/Prescribing, select vaccines, and
Pediatric Same -Day Care. Requires a family practice provider
in the staffing model in addition to the primary care provider.
Crossover Health Confidential Information
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Custom
Services
provided
Description
Crossover Health will provide physical space and coordinate
Dental
No
services for dental care provided by a licensed third party
dental care provider, who will provide dental care. (Requires
in -person Health Center access.)
Elective Mental
Mental health services that extend beyond a clinical diagnosis
Health
No
to include self -efficacy, achievement, and human potential
counseling.
Use of therapeutic exercise, physical modalities, assistive
Elective Physical
No
devices, and patient education to optimize athletic
Medicine
performance through physical therapy and/or chiropractic
services. (May require in -person Health Center access.)
Personal and group training services to help Members
Elective Fitness
N0
exercise safely and reach their health and fitness goals. This
Training
includes virtual programming as well as close integration with
the primary care team.
Comprehensive fitness services are provided within a
dedicated fitness center (size determined by client and
Fitness
No
budget). Crossover Health will provide physical space design,
programming, and coordinate services between Crossover
Health's primary care, health coaching and fitness teams.
(Requires in -person Health Center access.)
Manipulation of muscular tissues for relaxation and stress
reduction purposes. For the sake of clarity, Crossover Health
Massage
No
massage services are not medical massage visits, and
accordingly generally are not reimbursable through insurance.
(Requires in -person Health Center access.)
Massage therapy to treat medical conditions through the
Medical
alleviation of pain and improving function. A referral from a
Massage
No
healthcare provider is required to receive a medical massage,
as it is intended to help address specific medical conditions.
(Requires in -person Health Center access.)
Acupuncture services within a defined musculoskeletal
treatment plan to reduce acute and chronic pain. Ability to
Acupuncture
No
provide private, semi -private, or group treatments. Treatment
may also include electro-acupuncture and cupping therapy.
(Requires in -person Health Center access.)
1.3. SUPPLEMENTAL SERVICES.
1.3.1. Referral Management. When a Member needs treatment that is outside of
Crossover Health's scope of care, the Crossover Provider may recommend the Member be
Crossover Health Confidential Information
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seen by an in -network specialist and will coordinate all necessary paperwork (chart notes,
referral documentation, labs, etc.). Referral Management is not available after-hours, on
holidays or weekends.
1.4. OCCUPATIONAL HEALTH SERVICES. Crossover Providers and/or other
Crossover Personnel will provide the below -described Occupational Health Services through
Care Teams comprised of Crossover Providers and other Crossover Personnel, as described
below. Occupational Health Service availability may vary by Health Center location, may be
limited to specific scheduled days or times, and may cease to be offered at any or all of the
Shared Health Centers, at Crossover Health's discretion.
Occupational
provided
Description
Health Services
Pre -employment, fit -for -duty and return -to -work examinations,
including as appropriate: taking occupational and medical
history based on a description of essential job tasks, including
a review of relevant past injuries and illnesses; review of job
description including job tasks and environmental factors;
Work Fitness
focused physical examination with emphasis on the
Examinations
Yes
musculoskeletal system, including back evaluation, neck and
upper -extremity screening, and lower -extremity assessment;
visual acuity testing; hearing screenings; physician
assessment and medical recommendation for placement,
including recommendations for restrictions and limitations, or
further evaluation before final hiring decision or return -to -
work.
Drug and alcohol screening tests for pre -employment,
routine, random, post -accident or injury, for reasonable
Drug and
Yes
suspicion or cause, and return -to -duty, including U.S.
Alcohol Testing
Department of Transportation (DOT) and non —DOT
procedures. Services include urine specimen collection
services and breath alcohol testing.
Department of
Transportation
U.S. Department of Transportation (DOT) physical
Examinations/
examinations conducted by an approved DOT medical
Commercial
Yes
examiner; completion and submission of DOT Medical
Driver's License
Examination Report (MER) Form MCSA-5875 or Form
Evaluations
MCSA-5850, as appropriate.
Pre -placement and regular medical examinations to evaluate
Firefighter
firefighters' health based on essential job tasks identified by
Medical
No
City and the National Fire Protection Association (NFPA).
Evaluations
(Some aspects may require coordination with local specialists
and facilities as appropriate.)
Crossover Health Confidential Information
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Occupational
Health Services
provided
Description
Pre -placement and regular examinations to evaluate peace
officers' health based on essential job tasks identified by City
Peace Officer
and standard setting bodies. Evaluations are designed to help
Standards and
Yes
prevent potential safety issues for candidates before and
Training (POST)
during employment. Optional tests and services may be
Examinations
added or recommended by the evaluating Crossover
Provider. (Some aspects may require coordination with local
specialists and facilities as appropriate.)
Administration and evaluation of the OSHA respirator
Respirator
questionnaire as well as the fitting of tight -fitting respirators,
Protection
such as N95s. Additional testing may be ordered as medically
Program
No
indicated, including but not limited to physical exams,
Evaluations
exercise stress testing, electrocardiogram (EKG), chest x-ray,
spirometry. (Some aspects may require coordination with
local specialists and facilities as appropriate.)
Exams of workers that are exposed to physical, chemical or
biologic hazards, such as noise, asbestos, silica, or heavy
metals on the job. Services may include review of adverse
health effects associated with specific hazards, and any
related preexisting conditions. The examiner will determine if
the employee qualifies for respirator use and advise the
employee on opportunities to improve health.
OSHA Medical
Both the employee and the employer will receive a written
Surveillance
No
medical clearance report. The employer's medical clearance
Examinations
report will include any recommended limitations on the
employee's use of respirators or other personal protective
equipment. Exams may include:
Medical history and physical exam, review of work history,
OSHA questionnaire evaluation, vital signs, spirometry,
audiometry, laboratory studies, chest x-ray (with or without B-
reading), TB skin test, physician interpretation and written
clearance. Additional tests and specialty consultations may
be ordered as appropriate.
Hazardous
HazMat and HAZWOPER exams, including laboratory
Waste/Materials
No
studies, audiometry, spirometry, vision screening, chest x-ray
Worker Exams
and EKG.
Testing and screening for both latent and active tuberculosis.
Tuberculosis
No
Screening may include questionnaire review, physical exam,
Clearance
chest x-ray, laboratory studies. Written clearance will be
provided for employees deemed safe to work.
Crossover Health Confidential Information
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Occupational
Health Services
provided
Description
Testing and screening for immunity to common
communicable diseases, such as Measles, Mumps, Rubella,
Immunity
No
Varicella and more. Screening may include questionnaire
Screenings
review, physical exam, chest x-ray, laboratory studies.
Written clearance will be provided for employees deemed
safe to work.
Vaccines and
Work -related travel services include required and
Travel Medicine
Yes
recommended travel vaccinations and medications to prevent
or treat travel -related and work -related illnesses.
First Visit for
Workplace Injury
No
Initial visit for workplace injuries to triage and provide first aid,
and Illness
and referrals to workers' compensation providers.
Workers' compensation care with a focus on early
intervention, modified duty and guided return to work. If
appropriate, may include physical medicine for work -related
injuries: use of therapeutic exercise, physical modalities,
assistive devices, education, recovery and rehabilitation,
Injury and Illness
strength and functional improvement, and pain management
Management
No
to reduce pain, improve mobility and function that is impaired
or threatened by injury or disability through physical and/or
chiropractic therapy with the goal of transitioning patients to
self -care once maximal improvement/recovery has been
reached. (Some aspects may require in -person access or
referral to and coordination with local specialists and facilities
as appropriate.)
Health
Protection and
Customized evaluations, education and care to prevent injury
Health
No
and illness. Ergonomics, injury prevention training, early
Promotion
intervention programs, preventive health assessments.
Audiometric testing monitors an employee's hearing over
time. It also provides an opportunity for providers and
employers to educate employees about their hearing and the
Hearing
Yes
need to protect it. Services include baseline audiograms,
Conservation
annual audiograms, training, and follow-up procedures.
(Some aspects may require in -person access or referral to
and coordination with local specialists and facilities as
appropriate.)
Organizational
Advising City's environmental health and safety team and/or
Health
No
human resources to optimize workforce health, including
Consultation
health programs, worksite walkthroughs, complex disability
and injury case escalations.
Crossover Health Confidential Information
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2. CARE DELIVERY.
2.1. Exclusive Health Center. The Parties agree to establish an Exclusive Health
Center at which Crossover Health will provide Health Services and Occupational Health
Services.
2.1.1. Location. The Exclusive Health Center will be established at the location set
forth in Attachment A, subject to confirmation by the Parties that the location is viable and
appropriate for the Health Center.
2.1.2. Personnel. Crossover Health will provide the Crossover Personnel required for
Crossover Health to provide the Health Services at the Exclusive Health Center. Crossover
Health may temporarily staff for Crossover Provider vacations, leaves of absence or other
scheduling gaps with either virtual or in -person Crossover Providers. City shall be provided the
opportunity to conduct a "meet -and -greet" with candidates prior to Crossover Health making
final hiring decisions on Crossover Providers.
2.1.3. Onsite Exclusive Health Center. City will provide the physical space for the
Exclusive Health Center to Crossover Health pursuant to a zero -dollar sublease, which will not
require Crossover Health to provide a security deposit. City will pay for all costs or expenses
associated with the lease and ongoing maintenance of the Health Center, and any costs or
expenses assessed by the landlord, if any, including but not limited to: rent; security deposit;
utilities; operating expenses; real estate taxes; building insurance; and maintenance, each as
applicable. Upon termination of the Agreement, this Statement of Work, or the closure of the
Health Center, City will restore the Health Center to original condition, remove fixtures or
improvements from and clean the Health Center, to the extent required by City or landlord. City
will provide notice to Crossover Health, which will provide notice to its employees, Contractors,
and invitees regarding any restricted areas that City may designate in the Health Center, and
City will restrict such access using badge, key card, key or pass requirements. City will restrict
access to the Exclusive Health Center to exclude any unauthorized persons through appropriate
badge, key card, key or pass requirements. Crossover Health will require its employees,
Contractors and agents to comply with any and all rules and regulations applicable to such site,
including landlord rules and regulations and Health Center building policies and procedures,
subject to Section 7.2 of the Agreement (Independence; Medical Practice). Crossover is a
professional medical corporation duly organized under California law, and shall use the
Exclusive Health Center premises solely for the purpose of providing medical services through
its licensed professionals. Crossover shall have full and independent control over the clinical
operations conducted within the Exclusive Health Center premises, including the employment
and supervision of licensed healthcare providers and the exercise of all professional medical
judgment. Nothing in the Agreement or any Lease between City and Crossover shall be
construed to grant City any control over, or right to participate in, Crossover's delivery of
medical care or exercise of professional judgment. City shall not interfere with, direct, or
otherwise influence the clinical services provided by Crossover or its licensed providers.
2.1.4. Facilities, Equipment and Supplies.
a. Facilities. City will provide, at its sole cost and expense, to the extent
reasonably required by City based on the recommendations of Crossover Health, the facilities,
fixtures and furniture reasonably required to enable Crossover Health to provide Health
Services to Members ("Facilities"). The Facilities will be deemed to be in the care, custody and
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control of City. Notwithstanding the foregoing, the Parties agree to limit access by City to the
Facilities to ensure compliance with Applicable Laws, including but not limited to patient privacy
laws, and the standards established in Section 7.2 of the Agreement (Independence; Medical
Practice). City will maintain the Facilities in good operation and repair, with the assistance of
Crossover Health as necessary. Crossover Health will not use, and will require that Crossover
Personnel do not use, the Facilities for any purpose other than the provision of Health Services
under this Statement of Work and the Agreement. Crossover Health will adhere to, and will
require Crossover Personnel to adhere to, the applicable policies for such Facilities, in
accordance with Applicable Laws.
b. Equipment. An inventory list of the medical equipment Crossover Health
required to properly equip the Exclusive Health Centers to provide the Health Services and
comply with Applicable Laws (the "Equipment") will be maintained in writing and updated as
equipment is acquired and retired. The Equipment will be owned by the Parties as designated in
the inventory list.
C. Supplies. Crossover will procure and City will reimburse Crossover
Health for the supplies necessary to provide Health Services to Members at the Exclusive
Health Center, as set forth in the Budget (as defined herein).
2.2. Virtual Care; Member Technology. Virtual Care will be provided via the
Member Technology, by phone, or other virtual means. Eligibles can activate and access their
account through the Member Technology 24 hours a day, 7 days a week. Crossover's Member
Technology enables all Care Teams to access all Members' Health Records. Crossover Health
grants to City during the Statement of Work Term a non -transferable (except as permitted
below), non-exclusive right to permit City's Eligible Individuals to Access and use the Member
Technology (and any Documentation provided to City related to such Access and use).
3. SERVICE AVAILABILITY.
3.1. Implementation. City will provide to Crossover Health such information as
Crossover Health may reasonably request in support of implementation of the Health Services
3.2. Commencement and Opening Dates. Health Services will be available to
Eligibles through the Member Technology beginning no later than January 1, 2026, or such
other date mutually agreed to by the Parties (the "Commencement Date"). Health Services will
be available to Eligibles at the Exclusive Health Center beginning no later than January 1, 2026,
or such other date mutually agreed to by the Parties (the "Opening Date").
3.3. Hours of Operations.
3.3.1. Exclusive Health Center. The Exclusive Health Center will be open, and the
Care Team will be available from 8:00 AM to 5:00 PM local time Monday through Friday.
Depending upon staffing levels, an Exclusive Health Center may close for up to one hour for
lunch. The Exclusive Health Center and Exclusive Care Team will follow City's holiday
schedule, which City will provide to Crossover in advance of each year. The hours of operations
may be modified by mutual written agreement by both Parties (email to suffice). Crossover
Health will reserve 30 minutes each day to conduct a "Care Team Huddle." Upon reasonable
notice, City may request additional hours of operation which require additional staffing. City and
Crossover Health will collaborate to determine such arrangements for additional hours of
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operation, including additional budget/cost as necessary. These situations include but are not
limited to the provision of Crossover Providers for City training and special events.
4. INDIVIDUAL ELIGIBILITY.
4.1. Eligibility Files. City will provide or cause to be provided to Crossover Health on
at least a weekly basis Eligibility Files in a format acceptable to Crossover Health, identifying all
individuals in the Eligible Population. In addition, City will or will cause any relevant third party
to: (a) provide a detailed summary of data use restrictions with respect to the data in the
Eligibility File that City or City is obligated to abide by, including those that are derived from
contracts between City or Plan and its or their third party vendors; (b) coordinate data sharing
between the Plan's third party vendors and Crossover Health, including assisting with
discussions between the parties and drafting data sharing agreements; and (c) assist Crossover
Health in obtaining any consents necessary to complete Health Services. [Client] warrants that it
has the authority to provide or cause to be provided any PHI or personal information to
Crossover Health in connection with the performance of the Services and that the PHI or
personal information provided to us has been Processed (as that term may be defined in
Applicable Laws) in accordance with Applicable Law.
4.2. Eligibility File Use. Plan hereby grants to Crossover Health a royalty -free,
transferable, sublicensable, non-exclusive, perpetual, irrevocable, worldwide license to use,
store, make and retain copies of, modify, compile, decompile, aggregate and create derivative
works of the data in the Eligibility Files in order to (a) provide the Health Services, (b) improve
the Health Services and for other purposes permitted by the Business Associate Agreement, (c)
engage in "data aggregation" as defined in HIPAA, and (d) create De -Identified Information.
Crossover Health shall own all rights, interest, and title to De -Identified Information and any
intellectual property derived therefrom. For purposes of this Section, "De -Identified Information"
means Eligibility File data that has been de -identified in accordance with Applicable Law.
4.3. Eligibility Verification. Crossover Health will be entitled to rely upon the
Eligibility File provided by the Plan to verify the eligibility of persons seeking to use the Health
Services and for calculation of billing. Crossover Health will seek to verify eligibility in advance
of providing Health Services. Crossover Health will monitor the instances in which eligibility
cannot be verified, and the Plan and Crossover Health will regularly review such data as
Crossover Health deems appropriate.
4.4. Eligibility File Inaccuracies. Eligibility Files provided to Crossover Health will be
accurate, and Crossover Health may rely on the contents of such Eligibility Files as evidence
that an individual is, in fact, eligible to receive Health Services as a Member. Crossover Health
will have the right to reasonably audit the Plan's list of Eligibles to determine whether the
Eligibility Files provided have accurately represented the employees of City that are eligible for
the Health Services. Crossover Health shall not be responsible for validating eligibility against
any external system. Any Services provided in good faith based on the Eligibility File shall be
deemed payable, even if an individual is later determined to be ineligible. City will not be entitled
to a refund for any fees paid to Crossover Health as a result of ineligible persons having been
erroneously included in the Eligibility File.
5. ANCILLARY SERVICES. At City's request, Crossover Health may provide other
services and consulting that are outside of the scope of the Services described in Section 1
(Health Services), subject to City and Crossover mutually agreeing in writing upon the scope
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and fees (email to suffice) ("Ancillary Services"). Ancillary Services may include, for example,
flu shot and biometric screening events, participating in health fairs, providing advice,
assistance and recommendations regarding design and continued operation of medical and
health services, facility technology and communications requirements, staffing and furniture,
fixtures, equipment and supplies, assistance with special events to promote health and lifestyle
improvement in conjunction with City's benefit strategy, custom reporting, and technology
integration.
6. COMMUNICATIONS.
6.1. Communications Plan. City will actively promote Crossover Health and the
Crossover Health benefit to Eligible Employees through City's internal channels. Crossover
Health and City will execute the communications described in Attachment B, which are
designed to maximize awareness among, educate, and encourage Eligible Employees to
register their Crossover Health accounts, have a first visit or initiate care, and to return to
Crossover Health for their health care needs. Crossover Health may engage with Eligible
Employees via various communication channels set forth in Attachment B. Limitations or
exclusions imposed by City on the communications campaign, may negatively impact Eligible
Employee registrations and engagement, which may negatively impact City's cost savings or
business targets. Furthermore, the timely and complete execution, or lack thereof, of City's
Engagement Activities (as defined in Attachment B) will directly impact the achievement of
engagement goals/metrics.
6.2. White Listings. City will "white list" Crossover Health emails and relevant
Crossover Health URLs to ensure that they are not filtered or blocked as spam or junk mail or
blocked by City firewalls, network and/or device level security software or other technology
security systems.
7. PRICING AND INVOICES. As consideration for providing the Health Services, beginning
on the Commencement Date, City will pay Crossover Health the fees set forth below.
7.1. Exclusive Health Center Pricing
7.1.1. Budget. As consideration for the provision of the Services described herein and
management of operations of the Exclusive Health Center, City will pay Crossover Health in
accordance with a staffing and expense budget ("Budget") approved by City and Crossover
Health, which will be reviewed and mutually updated no less frequently than quarterly during the
Term. The initial Budget is attached hereto as Attachment C. Each Budget shall be comprised
of the following categories: implementation (Year 0); and operations (Years 1 +). If a change in
the scope of the work results in a material increase or decrease in the cost of the Services, the
Parties agree to work diligently and in good faith to amend the Budget. If the Budget is not so
amended, then the Services will be scaled down to fit within the original Budget. For the sake of
clarity, individual incurred expenses may not have their own budgeted line or category.
Accordingly, Crossover Health and City will monitor incurred expenses against the overall
Budget.
7.1.2. Pre -Launch Costs and Fees.
a. Implementation. Expenses specified in the Budget for implementation of
the Exclusive Health Center shall include reimbursement, at cost, plus markup specified in the
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Budget, for: (i) salary, wages, or fees for consultants or non -employees, plus thirty-three and
one-half percent (33.5%) of such compensation as reimbursement for benefits for Crossover
Personnel; (ii) implementation management; (iii) the medical Equipment, furnishings and decor,
and information technology supplied by Crossover Health, plus costs of 3rd party labor to install,
assemble, or build the Equipment, furnishings and decor, all as included in the Budget; (iv)
orientation and training services; (v) travel (subject to pre -approval by City, not to be
unreasonably withheld); (vi) staff recruitment; and (vii) other related expenses in the Budget.
b. Payment and Reconciliation. Payment for the estimated implementation
amount will be divided into two (2) payments, each one fifty percent (50%) of the total amount of
the estimated implementation cost. City will pay Crossover Health the first payment immediately
upon executing this Statement of Work, and the second payment 90 days prior to the estimated
Commencement Date. Crossover Health will reconcile the actual costs versus payments for
implementation of the Services within 90 days after the Commencement Date, and will either
submit an invoice to City for any excess owed to Crossover Health, or will issue a credit memo
or refund to City for any excess payments Crossover Health received. In the event City owes an
additional amount to Crossover Health, City will pay such amount within 30 days after receipt of
the reconciliation invoice.
7.1.3. Operations Costs. City will pay Crossover Health for the costs Crossover Health
incurs in connection with operating the Exclusive Health Center, including:
a. Salary, Wages and Benefits: salaries and wages (or fees for consultants
or non -employees) plus thirty three and one-half percent (33.5%) of such compensation as
reimbursement for benefits for Crossover Personnel involved on a temporary or permanent and
full- or part-time basis in the day-to-day operations of the Exclusive Health Center ("SWB").
SWB includes any PERA Liability that Crossover may incur as set forth in Section 16.21 of the
PSA.
b. Fixed & Variable Expenses: Itemized fixed and variable expenses
including, for example, all Equipment and technology hardware, software and licensing fees,
including but not limited to Member Technology fees; medical and prescription supplies; claims
processing costs and expenses; marketing; travel; waste removal and janitorial services;
provider licensing; job -related exams; continuing medical education; occupational health
services for Crossover Personnel (e.g., vaccines and pre -employment physicals); taxes;
insurance premiums; legal fees; human resources management, recruiting and background
checks; and other expenses related to the launch and operation of the Exclusive Health Center.
C. Facility Expenses: Including, for example, real estate brokerage and
legal fees for premises search and lease negotiation, lease down payment, ongoing lease
payments, property taxes, utilities, internet, telephone, facility design, architecture, materials,
construction and oversight, furniture, vendor management, and other facility -related expenses.
d. Management Fee: a monthly fee for managing the Exclusive Health
Center and the Crossover Personnel (the "Management Fee") in the amount of seven and -one
half percent (7.5%) of monthly SWB.
e. Administrative Fee: a monthly fee for administrative services (the
"Administrative Fee") provided in the amount of twenty-five percent (25%) of monthly SWB.
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f. Referral Management Fees. City will pay Crossover Health a fixed fee
for Referral Management which will be included in the Fixed Expenses in the Budget.
7.1.4. Transition Costs. City will pay the actual cost incurred by Crossover to transfer, ship,
maintain, convert data, and respond to requests for Records upon termination of the Professional
Services Agreement and the Statement of Work. Any other transition costs shall be governed by Section
6.4.4 of the Professional Services Agreement (Health Center Closure, Services Reduction or Transition
and Liquidated Damages).
7.2. Invoices. Crossover Health will submit invoices to City as provided in the
Agreement and as follows:
7.2.1. Exclusive Health Center Implementation.
a. Crossover Health will submit an invoice to City for fifty percent (50%) of
the total amount of the estimated implementation cost upon the Effective Date, with the payment
due promptly thereafter. Crossover Health will submit an invoice for fifty percent (50%) of the
total amount of the estimated implementation cost 120 days prior to the estimated Exclusive
Health Center Opening Date, with the payment being due 90 days prior to the estimated
Exclusive Health Center Opening Date.
b. Crossover Health will reconcile the actual costs versus payments for
implementation within 90 days after the Exclusive Health Center Opening Date, and will either
submit an invoice to City for any excess owed to Crossover Health, or will issue a credit memo
or refund to City for any excess payments Crossover Health received. In the event City owes an
additional amount to Crossover Health, City will pay such amount within 30 days after receipt of
the reconciliation invoice.
7.2.2. Health Services.
a. Each monthly invoice will include 1112th of the annual budget approved
by City for the Exclusive Health Center for the following month. Payments will be due on the 1 st
day of the month of service.
b. On a quarterly basis, Crossover Health will reconcile actual fees and
expenses to what was invoiced and issue either a credit or an invoice for the difference on the
next invoice. In the event City owes an additional amount to Crossover Health, City will pay
such amount within 30 days after receipt of the reconciliation invoice. Upon expiration or
termination of this Statement of Work, any credit will be paid to City within forty-five (45) days
after the effective date of termination.
7.3. Inflation Adjustments. On December 31 of each year following the first full year
of this Statement of Work, Crossover Health may increase the Fees (including any such fees
that are included in the Budget, including but not limited to technology fees), and vaccine
administration fees to account for inflation (each, an "Inflation Adjustment"). Each Inflation
Adjustment will be the greater of 4% or the increase in the rate of inflation as measured by the
Consumer Price Index ("CPI") (U.S. Average, all items) maintained by the U.S. Department of
Labor (or such equivalent index as may be adopted in the future) between September 1 of the
preceding year and September 1 of the year in which the adjustment is to be made. Crossover
Health will notify City of the Inflation Adjustment percentage by October 31 of each year.
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8. [RESERVED]
9. PLAN DETAILS; CO -PAYMENTS.
9.1. Plan Details. City will provide Crossover Health with a written notice at least
thirty (30) days prior to the Commencement Date and thereafter annually at the beginning of
each Plan year with the following information about each Plan:
9.1.1. Full legal name of the Plans;
9.1.2. Dates on which each Plan's plan year begins and ends;
9.1.3. Whether each Plan's cost sharing designs utilize embedded or aggregate
deductibles;
9.1.4. The total number of Eligibles under each Plan, both in the aggregate and in the
following categories: (i) employees, (ii) spouses and domestic partners, (iii) qualified
dependents, (iv) individuals enrolled in COBRA coverage, and (v) former employee retirees
enrolled in a Plan as their primary coverage;
9.1.5. The details needed to administer the Plan's cost sharing designs ("Co -
Payments") related to the Services.
9.2. Co -Payments. City shall determine whether Eligibles are required to pay any
copayment or coinsurance for services under this SOW. Where a Member is required under
their Plan to share in the cost of a Service rendered under this Statement of Work, whether
through the payment of a deductible or other similar amount, Crossover Health will, subject to
City's compliance with Section 9.1 (Plan Details), administer such amounts in accordance with
the Plan's benefit design, inform the Member about their Co -Payment obligations, and attempt
to collect the applicable amount from the Member. If applicable law, including the One Big
Beautiful Bill Act ("OBBBA"), requires that such amounts be disclosed or reflected on a
consolidated bill to employees, the parties shall cooperate in good faith to ensure compliance,
with City retaining responsibility for defining plan terms and consolidating charges outside of
Crossover Health's control. Crossover Health will collect Co -Payments at the time of any Visit
and will provide a credit for the Co -Payments it collects, less any third -party processing fees,
towards the fees paid by City hereunder. Crossover Health and City will develop a fee schedule
that will allow Crossover Health to charge the Member for usual and customary rates for
Services until the Member's deductible or out-of-pocket maximum is met. In furtherance of the
foregoing, in connection with each Visit, Crossover Health will confirm with the Plan's
accumulator the current, correct amount to collect from the Member. Crossover Health will work
in good faith to perform all such functions and will use commercially reasonable efforts to collect
the applicable amount directly from the Member. Crossover Health will not be responsible for
the compliance and tax treatment of the Member's Plan or any related health savings accounts
in connection with the foregoing.
10. TERM AND TERMINATION.
10.1. Generally. The term of this Statement of Work will commence on the Effective
Date, and, unless earlier terminated in accordance with its terms or the terms of the Agreement,
will continue in full force and effect until the third anniversary of the Commencement Date (the
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"Initial Term"). Upon expiration of the Initial Term, this Statement of Work will automatically
renew for subsequent and successive one (1) year terms (each a "Renewal Term," and
collectively all of such Renewal Terms and the Initial Term, the "Term") unless either party
provides one -hundred eighty (180) days' advance written notice to the other that such party
does not wish to renew the Statement of Work for a subsequent Renewal Term. In the event
either party gives notice of nonrenewal pursuant to this Section, this Statement of Work will
expire at the end of the then -current Term.
[Signature Page Follows]
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IN WITNESS WHEREOF, City and Crossover Health have executed this Statement of Work as
of the Effective Date.
CROSSOVER HEALTH MEDICAL GROUP,
APC
in
1",
Scott Shreeve, M D
CITY OF PUEBLO, COLORADO
Fneigd by:
By:
H th G h
Name: Name: ea er ra am
Chief Executive Officer
Title:
Title: Mayor
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ATTACHMENT A
Exclusive Health Center Location
[to be inserted]
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ATTACHMENT B
Communications
Crossover Health and City will execute, at a minimum, the engagement activities outlined herein
("Engagement Activities") to drive Eligible Employees to register their Crossover Health accounts
(defined as a "Registered Member"), to have first-time visits and initiate care ("Activated
Members"), and to repeatedly engage with and utilize Crossover Health Services. Crossover
Health will develop an engagement plan ("Engagement Plan"), leveraging Client -provided insights,
which will include more specific details about engagement activities. Crossover Health will support
City in its Engagement Activities by providing communication assets listed in the Engagement
Activity table below and agreed upon in the Engagement Plan.
Customization requests by City of Crossover Health branded communication assets, such as
inclusion of non -Crossover Health related information on campaign assets, design and layout that
do not follow Crossover Health brand guidelines, and additional assets not listed as part of the
standard Engagement Plan, may impact timelines and will require City to fund customized content
creation, production and distribution of materials. Such custom services and budgets may be
agreed to by email or set forth in a separate Statement of Work.
Crossover Health will support and participate in events hosted by City and other engagement
activities as set forth in the below table, including one in -person and one virtual event per year.
Additional engagement activities and events supported by Crossover Health may require City to
fund such activities and events and, if held at an Exclusive Health Center, would need to be
coordinated with Exclusive Health Center leadership staff. Crossover will provide a scope and
budget which may be agreed to via email or set forth in a separate Statement of Work. These
Engagement Activities will apply to the initial launch and Year 1 activities. Crossover will work with
City to develop and implement an Engagement Plan, annually, post launch.
NN au au NNriu
Year 1 (Launch) Engagement Activities
Plan and Tools: Plan Approval and Data:
• Share with City an annual engagement Approve/finalize annual Engagement Plan (60
plan, including initial Eligible Population days prior to launch)
launch, ongoing engagement activity and
expansion launches (if applicable), and All Eligible Employee email addresses in
align on tactics and timing. Eligibility File (30 days pre -launch)
• Provide Content Repository and/or
Engagement Toolkit, including collateral
supporting all City Engagement Activities
(10 business days pre -launch)
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NN au ,au NNriu
Year 1 (Launch) Engagement Activities
Launch Communications:
Employee Launch Communications &
(Min 1-3) Registration emails* sent to all Eligible
Activities:
Employees (within first 30 business days)
(Min 1) City Leadership announcement email of
Crossover Health benefit to all Eligible
Engagement Reporting:
Employees (first 10 business days)
• Standard reporting of Crossover Health and
City engagement efforts/results will be
(Min 1) Digital post w/link to register/make an
provided as part of standard business
appointment (first 10 business days)
review sessions, including Key
Performance Indicators ("KPIs") —including
(1) Host and promote virtual or in -person event
actuals vs current month, year-to-date and
that features Crossover Health and is led by
full -year goals:
Crossover Health. City will promote these
o New Member registrations
events via internal communication channels and
o New Activated Members
intranet/portal; Crossover Health will work with
o Total Activated Members
City to determine timing and content of
o Monthly Member Retention Rate
promotion and event (first 30 to 60 days)*
(12+ months after launch).
(Min 3) Promotional internal posts or emails
(first 90 days)
"Event promo (above) can fulfill % of this requirement
(Min 1) Direct mail inclusion (if scheduled) (first
year)
Crossover will support a maximum of 1 in -person event and 1
virtual event per year
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ATTACHMENT C
Estimated Budget
Year 0
Year 1
Year 2
Year 3
Salary Wages and
Benefits
$0
$528,882
$551,283
$573,334
Variable Expenses
$15,000
$50,815
$93,616
$112,028
Fixed Expenses
$72,500
$186,803
$183,875
$191,230
Administrative Fee
$15,000
$132,220
$137,821
$143,333
Management Fee
$75,000
$39,666
$41,346
$43,000
Credit
$75,000
$0
$0
$0
Total
$12,500
$938,386
$1,007,941
$1,062,925
C-1
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