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
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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.
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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
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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:
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Very truly yours,
"Kaiser Permanente"
Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region
By: (�
Print Name: CIO
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Title: -ne
Date:
Address for Notices: Workforce-Health-Notices@kp.org
Acknowledged and agreed to by:
"Group"
City of Newport Beach
. BY SIJ�V"
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Print Name:��
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Address for Notices:
Attest: �1"'h �
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APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 4 Eo /3
A�rin C. Harp, Ci tterrtey d5np
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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)�
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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.
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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
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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
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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.
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• 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-
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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.
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• 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
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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 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
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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
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