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HomeMy WebLinkAboutC-7689-4 - Letter Agreement for Workforce Health ProgramsJanuary 11, 2023 Jill Ortiz HR Manager City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92663 Re: Kaiser Permanente workforce health programs Dear Jill: 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 Description Participant KP-Subscribers Group employees who are members of a KP health plan offered by Group (referred to as "KP-Subscribers") 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 984782V33 07/01/2022 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 (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. 984782V33 07/01/2022 TERM AND TERMINATION This term of this Agreement runs from January 15t, 2023 through December 315t, 2023. 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 (with confirmed delivery), (iii) delivery by United States first class certified or registered mail, postage prepaid and (iv) transmittal by email (with confirmed receipt), 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, KIP 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 984782V33 07/01/2022 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 30 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 an electronic signature or 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: 4 984782V33 07/01/2022 Very truly yours, "Kaiser Permanente" Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region By: (� Print Name: CIO d� Title: -ne Date: Address for Notices: Workforce-Health-Notices@kp.org Acknowledged and agreed to by: "Group" City of Newport Beach . BY SIJ�V" TkonuLm Print Name:�� Date: ( �✓ Address for Notices: Attest: �1"'h � `r/A�% EXHIBIT A City Clerk b. V. VX3 W PC) 0� \\MAIR`\. Mtn r 0. n V :__= Z �v- CgCIFORN�P APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 4 Eo /3 A�rin C. Harp, Ci tterrtey d5np 984782V33 07/01/2022 Very truly yours, "Kaiser Permanente" Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region By 'Jennifer draighead(Apr tf,202307:59PDT) Print Name: Jennifr Craighead Executive Direct or workforce Health Consulting& Mental Health Go- 11ket R—gic Customer Engagement I Kai, Title: Date: Apr 7, 2023 Address for Notices: Workforce-Health-Notices@kp.org Acknowledged and agreed to by: "Group" City of Newport Beach By: Print Name: Title:. Date: Address for Notices: EXHIBIT A 6 APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date• L/ �`V By: ) A rain C. Harp, City AttorneySI)� J 984782V33 07/01/2022 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. 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@kp.orq. 984782V33 07/01 /2022 WORKFORCE HEALTH EDUCATION SERVICES 1. Description of the Program KP will provide the workforce health education services described below: Services: Title Description Onsite Duration Number (minutes) of Webinar Sessions Deliveryor Back Care Participants learn ways to keep their TBD TBD TBD back as healthy as 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 healthy back. Get Moving Participants will learn guidelines for TBD TBD TBD physical activity, the different types of physical activity, and explore ways to increase motivation and overcome barriers. Healthy Eating Participants learn the principles of TBD TBD TBD good nutrition as they apply 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 TBD TBD TBD by assessing their readiness, teaching them about the quitting process and developing their own quit plan. Stress Describes the participant's body's TBD TBD TBD Reduction "stress response," how to identify stress, and help combat these effects 984782V33 07/01 /2022 by providing an overview of stress management skills. Weight Provides participants with an TBD TBD TBD Management understanding of weight management principles, how to judge fad diets, diet aids, and to identify the behavioral aspects of weight control. Healthy Habits Healthy living includes motivation, TBD TBD TBD health change, and goal 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, TBD TBD TBD well-being, and job performance. Participants will learn strategies to get the best night's sleep. Other Other SCAL Webinar Topics TBD TBD TBD Group Participants Eligible for this Service X I KP-Subscribers X Non -Subscribers KP will provide workforce health education services on the dates and in the locations as mutually agreed by the Parties. Group will provide the site location, room, projector, and other identified hardware. Fee Schedule Service Price One -hour Single -Session • $425 per one -hour session In -person or Webinar • For extended class greater than one hour, $100 per portion of Class hour after first hour One -hour Multi -Session • $425 for initial one -hour session In -person or Webinar • $425 per additional one -hour session Class Series • For extended initial or additional sessions greater than one hour, $100 per portion of hour after first hour 984782V33 071/01/2022 30-minute Single -Session • $350 per 30-minute session Webinar Class 30-minute Multi -Session • $350 for initial 30-minute session Webinar Class Series • $350 per additional 30-minute session Custom In -person or • $100 per hour to develop new class title or make substantial Webinar Class modifications to existing class title per Group's specifications. 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. • In -person class participation is limited to 50 participants unless otherwise agreed by KP at time of scheduling. Additional fees may apply for additional participants. Webinar class participation is limited to 3,000. • Additional fees may apply for customized classes and supplemental class materials which will be quoted at time of event scheduln . 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 in -person class participants to greater than 50 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 in -person class 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. 984782V33 07/01/2022 • 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. • SCHEDULING GUIDELINES APPLICABLE DURING COVID PANDEMIC o These guidelines apply to in -person events except vaccination clinics. They do not apply to virtual events and services, like webinars, telephonic engagements, etc. o In -person events may not be scheduled unless the county where event will be located is rated Moderate or Low CDC Level of Community Transmission ("Level") at time of event request. Current county Levels can be viewed at.https://covid.cdc.aov/covid -data- tracker/#county-view. o Two weeks before in -person event date KID will check the Level where event will be located and proceed as follows: ■ Low or Medium Level - proceed with event, no limitation on number of participants. ■ High Level - the event will be rescheduled or cancelled. Cancellation & Cancellation notice is not effective until received by your Rescheduling Kaiser Permanente Account Management representative or Workforce Health contact. • If a confirmed 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 above. Rescheduling requests with less than 6 weeks' notice will be accommodated, if possible, but are not guaranteed. • Cancellations due to COVID. Cancellation and rescheduling fees will be waived when a government mandate prohibits participants from being at event location, e.g., COVID shelter- 10 984782V33 07/01/2022 in -place order. Exceptions will not be made for cancellation or rescheduling requests in the absence of such government mandate. • KP Discretion to Cancel Event. If, upon KP provider arrival or during event, Group does not fulfill their COVID prevention responsibilities described below, KP may at its discretion either temporarily suspend operations until Group remedies deficiencies or cancel the event entirely. If the former, KP will not be required to extend event duration to make-up for lost time and minimum billing fees will apply. If the latter, KP shall have no obligation to reschedule the event and cancellation fees will apply. Group's Responsibility for To ensure the safety of Group's employees and that of KP's staff COVID Prevention and vendors, Group agrees to provide and support the following Measures COVID prevention measures: • Group provides an event site with enough space for social distancing as required by applicable regulations in registration lines, in waiting areas, at vaccination and screening stations, and in classroom settings. • Group provides site configuration and/ or event flow that allows compliance with maximum room occupancy limits. • Group informs participants that they must bring and wear their own face coverings for duration of event, or Group supplies them (KP will not provide face coverings). Face coverings are required for both indoor and outdoor events due to close proximity between clinicians and attendees. • Group provides one or more onsite representative for duration of event who is (are) responsible for monitoring and enforcing precautionary measures, such as social distancing, face coverings, etc. • Group informs employees that if they are ill (cough, fever, headache, etc.) or otherwise exhibit any COVID symptoms they may not attend the event. • Use of online or paper appointment scheduling may be required. • Group or their employees provide protective supplies as may be mandated by government authority. This could include gloves, hand sanitizers, etc. III 984782 V 33 07/01/2022 • Group supports other precautionary measures as may be mandated by government authority, like disinfecting surfaces, screening everyone entering the building for COVID, etc. Services covered by Kaiser Permanente: Time Period January V, 2023 — December 31' 2023 Exhibit A-1 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 Ready to implement wellness challenges including fitness, Systems nutrition, weight management, stress management, and other health campaigns. CHALLENGE TBD Group Participants Eligible for this Service X I KP-Subscribers X Non -Subscribers 12 984782V33 07/01/2022 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 Exhibit A and this Exhibit B, Exhibit A will 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. EligibleService .. Participants.. Dates Workforce Health Education Services One -hour Single -Session In- KP TBD $425 per one -hour To be agreed person or Webinar Class subscribers session upon by KP non- both parties subscribers For extended class greater than one hour, $100 per portion of hour after first hour One -hour Multi -Session In- KP TBD $425 for initial one- To be agreed person or Webinar Class subscribers hour session upon by Series KP non- $425 per additional both parties subscribers one -hour session For extended initial or additional sessions greater than one hour, $100 per portion of hour after first hour 30-minute Single -Session KP TBD $350 per 30-minute To be agreed Webinar Class subscribers session upon by KP non- both parties subscribers 13 984782V33 07/01 /2022 EligibleService .. Participants.. Dates 30-minute Multi -Session KP TBD $350 for the initial To be agreed Webinar Class Series subscribers 30-minute session upon by KP non- both parties subscribers $350 per additional 30-minute session Custom In -person or KP TBD $100 per hour to To be agreed Webinar Class Development subscribers develop a new class upon by KP non- title or make both parties subscribers substantial modifications to an existing class title per Group's specifications Health Enhancement KP TBD TBD To be agreed Systems subscribers upon by KP non- both parties subscribers Mobile Health Vehicle — KP $42.00 per The City of Biometric Screening subscribers 4/6/2023 participant Newport KP non- (expecting 80-100) Beach to subscribers fund 100% TOTAL NOT -TO -EXCEED: $20,000.00 14 984782V33 07/01/2022