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HomeMy WebLinkAboutC-7689-1 - Letter Agreement for Workforce Health ProgramsNewport Beach, CA 92663 Re: Kaiser Permanente workforce health programs Dear Rebecca: This letter agreement ("Agreement") memorializes our previous discussions about the Kaiser Permanente workforce health programs services that Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region ("Kaiser Permanente" or "KP") is providing or arranging for City of Newport Beach ("Group"). KP and Group are collectively the "Parties," and each is a "Party." The services provided or arranged for under this Agreement are described in Exhibits A (any combination of Exhibits A-1, A-3, A-6, etc.) and are referred to in this Agreement as the "Services." The compensation rates applicable to Services are also included in Exhibits A. Exhibit B summarizes the Services chosen by Group and associated compensation rates. ELIGIBLE GROUP PARTICIPANTS Services will be available to certain Group participants as determined by Group, and the specific Group participants eligible for each Service are described in the various Exhibits A attached to this Agreement. Group participants include the following categories of participants: Category of Group Participant Description 1. KP -Subscribers Group employees who are members of a KP health plan offered by Group (referred to as "KP -Subscribers 2. KP -Subscriber -Dependents KP -Subscribers' dependents, including spouses and domestic partners aged 18 or older who May 9, 2019 derrts 3. Non -Subscribers Rebecca Redyk HR Manager 4. Non -Subscriber -Dependents City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92663 Re: Kaiser Permanente workforce health programs Dear Rebecca: This letter agreement ("Agreement") memorializes our previous discussions about the Kaiser Permanente workforce health programs services that Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region ("Kaiser Permanente" or "KP") is providing or arranging for City of Newport Beach ("Group"). KP and Group are collectively the "Parties," and each is a "Party." The services provided or arranged for under this Agreement are described in Exhibits A (any combination of Exhibits A-1, A-3, A-6, etc.) and are referred to in this Agreement as the "Services." The compensation rates applicable to Services are also included in Exhibits A. Exhibit B summarizes the Services chosen by Group and associated compensation rates. ELIGIBLE GROUP PARTICIPANTS Services will be available to certain Group participants as determined by Group, and the specific Group participants eligible for each Service are described in the various Exhibits A attached to this Agreement. Group participants include the following categories of participants: Category of Group Participant Description 1. KP -Subscribers Group employees who are members of a KP health plan offered by Group (referred to as "KP -Subscribers 2. KP -Subscriber -Dependents KP -Subscribers' dependents, including spouses and domestic partners aged 18 or older who are members of a KP health plan offered by Group (referred to as "KP-Subscriber- derrts 3. Non -Subscribers Group employees who are not members of a KP health plan offered by Group (referred to as "Non -Subscribers 4. Non -Subscriber -Dependents Non -Subscribers' and KP -Subscribers' dependents and domestic partners aged 18 or older who are not members of a KP health plan offered by Group (referred to as "Non -Subscriber - Dependents") The eligibility for any particular category of Group participant to access Services may vary by Exhibit and potentially within an Exhibit, and each Exhibit will control as to the availability of a Service to a particular Group participant. SERVICES UNDER AGREEMENT The Services are not regulated health plan benefits covered by KP when offered in the manner described in this Agreement. Group retains all responsibility for its group health plans' compliance with applicable law (including, as applicable, the Employment Retirement Income Security Act and its implementing regulations), as well as for its employee wellness programs' compliance with applicable law. KP does not provide legal advice to Group regarding the Services, and Group acknowledges its responsibility to consult with its own professionals for any legal advice regarding the Services. INFORMATION NEEDED FROM GROUP Where KP requires information or materials (for example, information about Non -Subscribers or access to space for work -site clinics) to perform its obligations under this Agreement, Group agrees to provide such information and materials (the "Required I 984782 V 23 04/01/19 Materials," as described in Exhibits A . KP will have the right (and, if necessary, Group will obtain any third party rights necessary for KP) to copy, modify, and otherwise use Required Materials and any other content, information, records, and materials provided by or for Group to KP for the purpose of KP performing its obligations and exercising its rights under this Agreement. If KP does not receive the Required Materials in the specific manner and according to the terms set forth in this Agreement, KP will be under no obligation to provide the Services that require such Required Materials. USE OF KP PROPRIETARY MATERIALS With respect to Services provided by KP, Group acknowledges that, as between the Parties, KP will have all right, title and interest in and to: (a) all content, materials, reports, software and documentation, and any other works of authorship, analytical methodologies, data organization, processes, concepts, systems, know-how, ideas, inventions, and other technology, whether or not confidential, related to the Services, (b) all enhancements, modifications, improvements or derivatives to the foregoing (whether or not created by KP, alone or with others), and (c) all intellectual property rights related to the foregoing (collectively (a), (b) and (c) are referred to as the "KP Proprietary Materials"). Group will not acquire any proprietary rights or licenses in the KP Proprietary Materials. KP grants to Group a non-exclusive, non -assignable, non-sublicenseable, non -transferable right to use any KP Proprietary Materials delivered to it by KP solely in connection with this Agreement. Upon the expiration or termination of this Agreement for any reason, Group will have a non-exclusive, non -assignable, non-sublicenseable, non -transferable right to continue to use the reports containing data as well as health education materials furnished by KP to Group under this Agreement. At all times, Group's use of the KP Proprietary Materials is subject to and conditioned on Group's compliance with the terms and conditions of this Agreement. TERM AND TERMINATION This term of this Agreement runs from January 1, 2019 ("Effective Datel through December 31, 2019 If Services are still in process at the time of expiration of the term, the Agreement will continue until the Services are fully performed. Either Party may terminate this Agreement with or without cause, upon 60 days written notice to the other Party. Expiration or termination of this Agreement shall not affect those rights, obligations, powers, remedies, and liabilities that arose prior to expiration or termination or are continuing in nature. NOTICES All notices, consents, requests, demands or other communications to or upon the respective Parties will be in writing and will be effective for all purposes upon receipt, including without limitation, in the case of (i) personal delivery, (ii) delivery by messenger express or air courier or similar courier, (iii) delivery by United States first class certified or registered mail, postage prepaid and (iv) transmittal by facsimile, addressed to the respective address provided on the signature page. Changes in address will be communicated pursuant to this paragraph, COOPERATION Each Party may use affiliates, consultants or other contractors (together, "Delegates") in connection with the performance of its obligations and the exercise of its rights under this Agreement, provided that such Delegate will be subject to those obligations applicable to the delegating Party that are relevant to activities performed by Delegate. Each Party will perform its obligations under this Agreement in a manner in accordance with all applicable laws and regulations. Where Group provides data on its employees to KP or a Delegate as necessary for performance of Services (for example, data on Non -Subscribers), Group agrees to follow applicable privacy law, including execution of a Business Associate Agreement where required. Each Party will cooperate with and participate in any activities reasonably necessary to assist the other Party in meeting its legal and regulatory obligations with respect to the Services, including cooperation with any review or examination of the other Party by any governmental agency. Such cooperation and participation will include, without limitation, cooperation with reviews and audits of paper, electronic, or other files, except to the extent inconsistent with applicable law. In accordance with applicable law, KP may use aggregated data and information collected in providing the Services. 984782V23 04/01/19 Each Party recognizes that the other Party and its affiliates own or have the license to use certain logos, trademarks, service marks and trade names that identify the other Party and its affiliates and contractors and its and their products and services ("Marks"). All goodwill resulting from use of a Party's and its affiliates' and contractors' Marks will inure solely to that Party, its affiliates or contractors, as applicable. Neither Party has acquired, and will not acquire, any right, title or interest in or to the other Party's or its affiliates' or contractors' Marks. Each Party and its affiliates will not register or attempt to register the Marks or any trademark or service mark confusingly similar to the Marks of the other Party, its affiliates or contractors, and will retain the exclusive right to apply for and obtain registrations for its Marks and those of its affiliates throughout the world. INVOICES For any amounts owed by Group to KP, KP will submit an invoice to Group describing the Services provided. Group will pay KP within 45 days after receipt of the invoice. Payments will be made in U.S. currency to the KP address provided by KP. MISCELLANEOUS This Agreement will be governed in accordance with the laws of the State of California without reference to conflict of laws principles. This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together constitute and be one of the same instrument. The Panties agree that a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original, executed counterpart of this Agreement, and without the requirement that the unavailability of such original executed counterpart of this Agreement first be proven. Any determination that any provision of this Agreement or any application thereof is invalid, illegal, or unenforceable shall not affect the validity, legality, and enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provision of this Agreement. This Agreement contains the complete understanding among the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous oral or written representations, communications, proposals or agreements not expressly included. All Exhibits to this Agreement are incorporated into this Agreement by this reference. No changes, amendments, cancellation, or modification to this Agreement will be effective unless signed by duly authorized representatives of both Parties. Hold Harmless: To the fullest extent permitted by law, KP shall indemnify, defend and hold harmless Group, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which KP performs the Services contemplated by this (collectively, the "Indemnified Parties), from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses of every kind and nature whatsoever (individually, a Claim; collectively, "Claims', and which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of KP or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require KP to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active or contributory negligence, recklessness or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attomeys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the KP or the Indemnified Parties, No Attomeys' Fees: In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 984782 V 23 04/01/19 Please indicate your agreement with the terms of this Agreement by signing the enclosed copy of this Agreement and returning it to Sophia Wiley at Sophia.a.wiley(oft.org. Attest: Very truly yours, "Kaiser Permanente" Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region By: � i \A/4—A.. Pdnt VvA Print Name: t/�61b, 1, Date: I; ?/0 I � Acknowledged and agreed to by: "Group" City of Newport Beach 21MAIN ES a APPROVED AS TO FORM: CITY ATFORNLYS OFFICE Date; Of Aaron C. Harp, City Attomey d� &ffWW,r 4Y Leilani I. Brown, MMC, City Clerk 984782V23 04/01/19 EXHIBIT A-3 HEALTH PROMOTION PROGRAMS, CLASSES, AND WORKSHOPS I. Description of the Program KP will provide the health promotion services described below. Health Promotion Programs: Group Participants Eligible for this Service X KP -Subscribers KP Subscriber -Dependents X Non -Subscribers Non -Subscriber- dents 2. What needs to be supplied by Kaiser Permanente? KP will provide Health Promotion Programs, Classes and Workshops on the dates and in the locations as mutually agreed by the Parties. 3. What needs to be supplied by Group ("Required Materials")?) Group will provide the site location, room, projector, and other identified hardware. 984782V23 04/01/19 sessiolls Bads Care Participants learn ways to keep their back as healthy as possible and avoid TBD back problems by learning the basics in this interactive program. Participants will also learn basic back anatomy, posture, and work positioning that is beneficial to maintaining a healthy back Get Moving Participants will learn guidelines for physical activity, the different ON of TBD physical activity, and explore ways to increase motivation and overcome barriers. Healthy Eating Participants learn the principles of good nutrition as they apply to basic good TBD health and help to lower the risk of developing certain chronic conditions. This class is quite helpful for those wishing to further improve control of conditions such as diabetes, heart disease, hypertension, and weight management Quit Tobacco Prepares participants to quit smoking by assessing their readiness, teaching TBD them about the quitting process and developing their own gut Nan. Stress Reduction Describes the participant's body's "stress response,* how to identify stress, TBD and help combat these effects by providing an overview of stress management skills. Weight Management Provides participants with an understanding of weight management TBD principles, how to judge fad diets, diet aids, and to identify the behavioral aspects of weight control. Healthy Habits Healthy living includes motivation, health change, and goal setting. After TBD choosing a behavior they want to target — from exercise to flossing — panticipants will learn how to strengthen their motivation and make behavior changes that stick. Healthy Sleep Sleeping well is vital to good health, well-being, and job performance. TBD Participants will learn strategies to get the best night's sleep. Group Participants Eligible for this Service X KP -Subscribers KP Subscriber -Dependents X Non -Subscribers Non -Subscriber- dents 2. What needs to be supplied by Kaiser Permanente? KP will provide Health Promotion Programs, Classes and Workshops on the dates and in the locations as mutually agreed by the Parties. 3. What needs to be supplied by Group ("Required Materials")?) Group will provide the site location, room, projector, and other identified hardware. 984782V23 04/01/19 4. Fee Schedule Service .CWM Price Single -Session Class . $375 per one hour session • For extended loss greater than one hour, $100 per portion of hour after first hour Multi -Session Class . $375 per initial one hour session • $375 per additional one hour session • For extended initial or additional sessions greater than one hour, $100 per portion of hour after first hour Webinar • $550 Der one hour session Custom Webinar Development . $100 per hour custom webinar development Tama a congio n Fees • Total fees may vary by event, based on actual participation, event duration, staffing, event hours, travel fees, class customization, etc. Estimated event fees will be provided when event is scheduled. Total actual fees will be detailed on a post -event invoice, as applicable. o Additional staffing fees apply to services provided weekdays after 6:00 p.m. and before 7:00 a.m., and any time during weekends. o Additional fees may apply for non-standard event duration and/or non- standard staffing levels o Travel fees may apply, depending on event location, and will be quoted when event is scheduled. • Class participation is limited to 50 participants unless otherwise arranged at time of scheduling. Additional fees may apply for additional participants. • Additional fees may apply for customized classes and supplemental class materials which will be quoted at time of event scheduling. Scheduling Guidelines . All service requests must be submitted at least 6 weeks in advance in order to comply with staff scheduling lead-time. Requests submitted with less than 6 weeks' notice will be accommodated if possible, but are not guaranteed. • Requests to increase number of participants greater than 50 participants that are submitted less than 10 business days before the scheduled event date will be accommodated if possible, though cannot be guaranteed. Supplemental staffing and material fees may apply. • Requests to decrease number of participants (if original request is greater than 50 participants) that are submitted less than 10 business days before the scheduled event date cannot be accommodated. In such cases, billing will be based on most recent participation estimate and event schedule provided before the 10 business day cutoff. • Requests to change class topic less than 10 business days before the scheduled event date will be accommodated if possible, though cannot be guaranteed. If requested changes cannot be accommodated, Group may reschedule subject to rescheduling fee described below, or proceed with services confirmed before 10 business day cut off. Cancellation & Rescheduling . If a confmned event is cancelled less than 10 business days before event date, 50% of the total estimated event fees will be charged. • However, if a confirmed event is cancelled less than 5 business days before event date, 100% of total estimated event fees will be charged. • If a confirmed event is rescheduled less than 10 business days before event date, 25% of total event fees will be charged in addition to actual cost of rescheduled event. Rescheduling requests are subject to the 6 week lead-time described 984782V23 04/01/19 above. Rescheduling requests with less than 6 weeks' notice will be accommodated if possible, but are not guaranteed. Credits In connection with KP's mission to promote wellness in the community, the following credits will be applied to the Group's fees. Services covered by credits 1 Onsite Health Education classes Maximum Credit Up to $375 Time Period 01/01/2019 to 12/31/19 984782V23 04/01/19 EXHIBIT A-6 FACILITATED CONNECTIONS WITH OTHER WELLNESS COMPANIES Cunded Plus Arranaernents KP will facilitate Group's introduction to other wellness companies and vAl offer access for Group to KP's negotiated pricing for their services. to implement wellness challenges including fbess, nutrition, weight control, management, and other health camoaians. Group Participants Eligible for this Service X KP-Subscnbers KP Subscnber ndents X Non -Subscribers Non -Subscriber -Dependents Fee Schedule Enhancement Systems I Estimate for Payment KP will provide the information needed for Group to contact the Wellness Company(ies) above and to arrange for Group's payment of wellness services at KP's negotiated rates. 984782V23 04/01/19 EXHIBIT B SUMMARY OF SERVICES AND FEES For Group's convenience, the following table provides a summary of the Services and fees outlined in this Agreement. In the event of a conflict between a provision in an Exhibit A and this Exhibit B. Exhibit A wdl control. As noted in the table, KP is providing some credits to offset Group's fees as part of KP's mission to promote wellness in the community. 984782V23 04/01/19 !!�r'. J V a - .. .p�io�tdAoar'a�Ner'�frat ' 1/1W thin '�w/Ys. fi� (2) Onsite Health Education Classes KP TBD Single -Session Class: $375 n/a — City of subscribers per 1 -hour session; Newport KP non- For extended class, $100 Beach subscribers per portion of hour after first paying hour (1) Onsite Health Education Class KP TBD Single -Session Class: $375 Up to $375 subscribers per 1 -hour session; KP non- For extended class, $100 subscribers per portion of hour after first hour ForUdsd CoanwH m with 011w 11.1 t- Canpades Health Enhancement Systems KP TBD Estimate for 1 OK A Day n/a — City of subscribers $2,669 Newport 984782V23 04/01/19 10 984782V23 04/01/19 CERTIFICATE OF LIABILITY INSURANCEDATEj(M ONM) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT; If the certlholder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsemen s). PRODUCER MARSH RISK b INSURANCE SERVICES O T NAMe: PHONE N° I FAX — — 345 CALIFORNIA STREET, SUITE 1300 CALIFORNIA LICENSE N0.0437153 -- -r.11. E4MNL - 1 INC. No1;._. — SAN FRANCISCQ CA 94104 INSURE 8 AFFORDING COVERAGE NAICM PREMISES (Ea, ortrenm) f m 10171.SCAL-CAS-19.20 GLALW CA 003084 2019INSURERA: Safety NalionalCasuaB — 15105 -- INSURED KAISER FOUNDATION HEALTH PLAN, INC INSURERS: INSURER C : KAISER FOUNDATION HOSPITALS 393 EAST WALNUT STREET GENL AGGREGATE LIMIT APPLIES PER. PASADENA, CA 91188 INSURER°: INSURERE: INSURER:: COVERAGES CERTIFICATE NUMBER: SEA -003554825.04 REVISION NUMBER 10 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDTITON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 'LTR NSR TYPE W INSURANCE AD SUER 11419111 POLICY NUMBER MM POLICY EXP. ... LIMITS —. -.. A X COMMERCIAL GENERAL LIABILITY GL4048011 0110112019 0110112020 EACH OCCURRENCE f 5,000,000 CIAMS•MADE n OCCUR _ Myrna Lee PREMISES (Ea, ortrenm) f m 1 1 MED EXP (Arty One enw) f __.5,000,000 10,000 ---r PERSONAL d ADV INJURY f 5,000.E GENL AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE f 5,000,000 POLICY C 7, JPECT LOC I PRODUCTS • COMPfOP AGG f 5,000,000 OTHER f A JUITOMOB&.ELIAeS.ITY CAS4054353 !01101/2019 0101!2020 N LIMIT S Ea 4,000,000 X ANY AUTO $1.000,000 i om 1 - BODILY INJURY (Per person) f—�— OWNED SCHEDULED I AUTOS ONLY " AUTOS .,.. BODILY INJURY (Per amdanr) f HIRED NON -OWNED i AUTOS ONLY � AUTOS ONLY 1 PR PRPERT OPERT Y DAMAGE f UMBRELLA Cue OCCUR j EACH OCCURRENCE S_ EXCESS LIAR : CLAIMS -MADE' i _ ' AGGREGATE f I OEO RETENTIONS 1 1 I f A WORKERS COMPENSATION $P4058091 AND EMPLOYERS' i X 1 APER DTH• ' i i LIABILITY YIN �$,I.R. $5,000,000 ANYPROPRETORMARTNER/EXECUTIVE �NIAI I !E.L. STATUTE ER EACH ACCIDENT 15 5,000,000 'OFFICERIMEMBEREXCLUDED7 O I NH) E L DISEASE • EA EMPLOYEE! 5 5.000.000 I(Mandal��ry bin y84 er DESCRIPTION OF OPERATIONS bulow - ---__r------ E.L. DISEASE • POLICY LIMIT S .--5.000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mon space Is required( REQUEST#RC003084 CERT RIGAim t1ULUER CANCELLATION Clly of Newport Beach Alin: A Orfs, Heallh DeneR Office SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 100 Civic Center Dnve THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Newport Beach, CA 92653 AUTHORIZED REPRESENTATIVE of Mash Risk & Insurance Services Myrna Lee ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD