HomeMy WebLinkAboutC-7689-3 - Letter Agreement for Workforce Health ProgramsM
S
March 9, 2021
V 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
Group 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
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(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, 2021 ("Effective Date")
through December 31, 2021. 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
to the extent inconsistent with applicable law. In accordance with applicable law, KP may use aggregated
data and information collected in providing the Services.
2
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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.
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 attorneys' 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.
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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(cDkp.orq.
Very truly yours,
"Kaiser Permanente"
Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region
By:
Print Name:
Signed in Counferpart
Title:
Date:
Acknowledged and agreed to by:
"Group"
City of Newport Beach
By. bwoud-1,
Print Name: N�hlhl
J Sy i
Title: F'1 V aw t it D l; &-fir l t ay-a—
Date:_
Attest:
Leilani Y. Brown, MMC, City Clerk
Date:
APPROVED AS TO FORM:
CITY ATFORN'S OFFICE
Date•?r� I 21
By: v
- P aror . Harp, City Attorney
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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 cbkp.orq.
Very truly yours,
"Kaiser Permanente"
Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region
Tom C�29, 202107:56 PDT!
By:
Print Name: Tom Carter
Title: VP, Workforce Health Consulting and Customer Service
Date: 03/29/21
Acknowledged and agreed to by:
"Group"
City of Newport Beach
By: 'l/I
Print Name: !i�L�✓G-j�
Title: NuT� d rs e-( C) �� L21-0
Date: W4 2A , -40 �' 1
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:_ 1 S-( YI
By:
.fzAaro . Harp, City Attorney
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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 leaming the basics in this
interactive program. Participants will also learn basic back
anatomy, posture, and work positioning that is beneficial to
maintainina a healthy 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
X KP -Subscribers
KP Subscriber -Dependents
X Non -Subscribers
Non -Subscriber -Dependents
2. What needs to be supplied by Kaiser Permanente?
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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
. $425 per one-hour session
• For extended class greater than one hour, $100 per portion of hour
after first hour
Multi -Session Class
• $425 per initial one-hour session
• $425 per additional one-hour session
• For extended initial or additional sessions greater than one hour,
$100 per portion of hour after first hour
Webinar
• $425 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.
• 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
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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.
Health Enhancement - I Ready to implement wellness challenges including fitness, nutrition,
Systems weight control, stress management, and other health campaigns.
Group Participants Eligible for this Service
X KP -Subscribers
KP Subscriber -Dependents
X Non -Subscribers
Non -Subscriber -Dependents
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.
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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.
Health Enhancement - I Ready to implement wellness challenges including fitness, nutrition,
Systems weight control, stress management, and other health campaigns.
Group Participants Eligible for this Service
X KP -Subscribers
KP Subscriber -Dependents
X Non -Subscribers
Non -Subscriber -Dependents
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.
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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: $17,000.00
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Eligible
Expected
Price Per Program
KP
ParticipantsService
..
. -
Dates
KP
KP
Single -Session Class: $425 per 1 -hour
Health Promotion
subscribers
TBD
session.
To be
Programs, Classes &
KP non-
For extended class, $100 per portion of
agreed
Workshops
subscribers
hour after first hour
upon by'.
Multi -Session Class:
both
$425 per initial one-hour session
parties
$425 per additional one-hour session
For extended initial or additional
sessions greater than one hour, $100 per
portion of hour after first hour
$425 per one-hour Webinar Session
$100 per hour for custom webinar
development
Health Enhancement
KP
TBD
Challenge TBD
To be
Systems
subscribers
agreed
KP non-
upon by
subscribers
both
parties
Flu Clinic
KP
TBD
Cost Per Flu Shot $35.00
To be
subscribers
agreed
KP non-
upon by
subscribers
both
parties
MHV
KP
TBD
FEES:
To be
subscribers
agreed
KP non-
Biometric Screenings (blood pressure,
upon by
subscribers
BMI, glucose and cholesterol)
both
Biometric Screenings are charged at $35
parties
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: $17,000.00
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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.
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