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HomeMy WebLinkAboutC-7689-2 - Letter Agreement for Workforce Health Programs;W co r November 26, 2019 Rebecca Redyk HR Manager 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-2, 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 Description Participant 1. KP -Subscribers Group employees who are members of a KP health plan offered by Group referred to as "KP -Subscribers" 3. Non -Subscribers Group employees who are not members of a KP health plan offered by Grou referred to as "Non -Subscribers" 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 Materials," as described in Exhibits A). KP will have the right 984782V23 04/01/19 (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-sublicensable, 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-sublicensable, 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, 2020 ("Effective Date') through December 31, 2020. 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. NOTICESAII 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 984782V23 04/01/19 to the extent inconsistent with applicable law. In accordance with applicable law, KP may use aggregated data and information collected in providing the Services. 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 Parties 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. l:cacrfITTi7C-M 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 attorneys' fees in any action on or to enforce the terms of this Agreement. 984782V23 04/01/19 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 Attorneys' Fees: In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. Please indicate your agreement with the terms of this Agreement by signing the enclosed copy of this Agreement and returning it to Kirsten Howell at kirsten.howellCaft.orq. Very truly yours, "Kaiser Permanente" Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region Signed in Counterpart Print Name: Acknowledged and agreed to by: "Group" City of Newport Beach Date: I " 1 b -aO,;xb Attest: I,Ul��///� n O %t / Ir Leilani I. Brown, MMC, City Clerk Date: - �, �, W 4 APPROVED AS TO FORM: CITY ATTORN 'S OFFICE Date; `f ZOZo By- �, r--Xaron y:f�or_Aaron C. Harp, City Attorney �or 984782V23 04/01/19 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 Attorneys' Fees: In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. Please indicate your agreement with the terms of this Agreement by signing the enclosed copy of this Agreement and returning it to Kirsten Howell at kirsten.howell(@kp.oro. Very truly yours, "Kaiser Permanente" Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region Acknowledged and agreed to by: 'Group" City of Newport Beach Date. ( I (4Uv�'t`i APPROVED AS TO FORM: CITY ATTORN 'S OFFICE Date: 1 ` z-0070 Fo�_Aaron C. Harp, City Attorney o0k.r 0.i nl I-) EXHIBIT A-1 HEALTH PROMOTION PROGRAMS, CLASSES, AND WORKSHOPS 1. Description of the Program KP will provide the health promotion services described below: Health Promotion Programs: Service Descriptions Back Care Participants learn ways to keep their back as healthy as TBD possible and avoid 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 healthV back Get Moving Participants will learn guidelines for physical activity, the TBD different types of physical activity, and explore ways to increase motivation and overcome barriers. Healthy Eating Participants learn the principles of good nutrition as they apply TBD to basic good 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 TBD readiness, teaching them about the quitting process and developing their own quit plan. Stress Reduction Describes the participant's body's "stress response," how to TBD identify stress, and help combat these effects by providing an overview of stress management skills. Weight Provides participants with an understanding of weight TBD Management management 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 TBD setting. After choosing a behavior they want to target — from exercise to flossing —participants 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 TBD performance. Participants will learn strategies to get the best night's sleep. Group Participants Eligible for this Service 2. What needs to be supplied by Kaiser Permanente? 984782V23 04/01/19 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. 4. Fee Schedule Service Classes Price Single -Session Class . $375 per one hour session . For extended class 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 per one hour session Custom Webinar . $100 per hour custom webinar development Development Terms & Conditions 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 984782V23 04/01/19 EXHIBIT A-2 FACILITATED CONNECTIONS WITH OTHER WELLNESS COMPANIES Curated Plus Arrangements KP will facilitate Group's introduction to other wellness companies and will offer access for Group to KP's negotiated pricing for their services. Group Participants Eligible for this Service Fee Schedule 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 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 & • If a confirmed event is cancelled less than 10 business days before Rescheduling 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 above. Rescheduling requests with less than 6 weeks' notice will be accommodated if possible, but are not guaranteed. EXHIBIT A-2 FACILITATED CONNECTIONS WITH OTHER WELLNESS COMPANIES Curated Plus Arrangements KP will facilitate Group's introduction to other wellness companies and will offer access for Group to KP's negotiated pricing for their services. Group Participants Eligible for this Service Fee Schedule 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 will control. TOTAL NOT -TO -EXCEED: $10,000.00 984782V23 04/01/19 EligibleService • Price Per Program Participants.. Dates KP Single -Session Class: $375 per 1 -hour Health Promotion subscribers TBD session; City of Programs, Classes & KP non- For extended class, $100 per portion of Newport Workshops subscribers hour after first hour Beach Multi -Session Class: paying $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 $550 per one hour Webinar Session $100 per hour for custom webinar development Health Enhancement KP TBD Challenge TBD City of Systems subscribers Newport KP non- Beach subscribers paying MHV KP 2/6/20 FEES: City of subscribers Newport KP non- Biometric Screenings (blood pressure, Beach subscribers BMI, glucose and cholesterol) paying Biometric Screenings are charged at $35 per participant for both KP Members and nonmembers. Participation Guidelines: Minimum 6 participants per hour and at least 32 participants in total for biometric screenings, or $1,120.00 will be assessed. TOTAL NOT -TO -EXCEED: $10,000.00 984782V23 04/01/19 CANCELLATION POLICY FOR ALL EVENT TYPES: Cancellations received by the MHV Product Manager at least 30 calendar days prior to the event are allowed and will not be assessed a penalty. Cancellations fewer than 30 calendar days prior to the event date but greater than 14 calendar days can be rescheduled for an alternate location and for the same services on a different date. If the event is not able to be rescheduled a cancelation fee of $2,600 will be assessed. Cancellations within 14 calendar days will be assessed a cancellation fee of $2,600. Cancellations due to circumstances beyond the control of either party (natural disaster, fire, etc.) will not be assessed a penalty. If the MHV is inoperable, alternative options will be offered. Alternatives could include but are not limited to providing the service in a conference room or setting up a standalone station using pop-up tents. 9a47s2V23 04,01'19 A� �® CERTIFICATE OF LIABILITY INSURANCE DIZ17201gomvr) 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 certificate holder is an ADDITIONAL INSURED, the policy(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 endorsement(s). PRODUCER MARSH RISK & INSURANCE SERVICES 345 CALIFORNIA STREET, SUITE 1300 CONTACT NAME: _ PHONE FAX A/C No), CALIFORNIA LICENSE NO. 0437153 E-MAIL SAN FRANCISCO, CA 94104 ADDRESS: EACH OCCURRENCE S 5,000,000 DAMA ES Ea occurrence) NTEDrrenoe $ 5,000,000 MED EXP (Any one person) $ 10'000 INSURERS AFFORDING COVERAGE NAICq INSURER A: Safety National Casual) Corp. 15105 10171-SCAL-CAS-20.21 EVENT GLALW CA 004018 2020 INSURED KAISER FOUNDATION HEALTH PLAN, INC. INSURER B: INSURER C : KAISER FOUNDATION HOSPITALS 393 EAST WALNUT STREET PASADENA, CA 91188 INSURER D 01/01/2021 COMBINED SINGLE LIMIT $ 4,000,000 Es accident BODILY INJURY(Per parson) § INSURER E: PROPERTY DAMAGE $ Per accident INSURER F: UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS -MADE/ DED RETENTIONS COVERAGES CERTIFICATE NUMBER: SEA -003554825-05 REVISION NUMBER: 11 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 CONDITION 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. INSRrypE LTR OF ADDL SUER POLICY NUMBER POLICYEFF MMIDDIVY POLICY EXP MMIDD LIMITS A X I COMMERCIAL GENERAL LIABILITY CLAIMS-MADEOCCUR GL4048017 011012020 01101/2021 EACH OCCURRENCE S 5,000,000 DAMA ES Ea occurrence) NTEDrrenoe $ 5,000,000 MED EXP (Any one person) $ 10'000 PERSONAL A ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY JET El LOC OTHER: GENERAL AGGREGATE $ 5,000X0 PRODUCTS - COMPIOP AGG $ 5,000,000 $ A AUTOMOBILE LIABILITY _ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY CAS4054353 S.I.R.$1,000,000 01101/2020 01/01/2021 COMBINED SINGLE LIMIT $ 4,000,000 Es accident BODILY INJURY(Per parson) § BODILY INJURY (Per accident) § PROPERTY DAMAGE $ Per accident $ UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS -MADE/ DED RETENTIONS EACH OCCURRENCE $ AGGREGATE S S A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY r / N OFFANY'CERIM MBER ARLUDEDXECUTIVE ❑ (Mandatory InN RE%CLUDEO? N N/A If yus doryin NH) Dyes, IPTIONantler DESCRIPTION OF OPERATIONS below SP4058091 01101/2020 '0110112021 S.LR. $5,000,000 li X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 5,000,000 E.L. DISEASE - EA EMPLOYEE, $ 5,006,660 E.L. DISEASE - POLICY LIMIT � $ 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) REQUEST MRC004018 REGARDING KAISER EVENT TO OCCUR ON FEBRUARY 6, 2020 EVIDENCE OF INSURANCE, City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 DTG1ClMRRW-lrUL'I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services Myrna Lee ©1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD