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HomeMy WebLinkAboutC-7689-5 - Letter Agreement for Workforce Health ProgramsV) OO V January 11, 2024 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 984782V37 10/15/2023 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 OFKP PROPRIETARYMATERIALS 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 984782V37 10/15/2023 This term of this Agreement runs from Januatyl5; 2024 through December315; 2024. If Services are still in process at the time of expiration of the term, the Agreement will continue until the Services are fully performed. Either Party may terminate this Agreement with or without cause, upon 60 days written notice to the other Party. Expiration or termination of this Agreement shall not affect those rights, obligations, powers, remedies, and liabilities that arose prior to expiration or termination or are continuing in nature. NOTICES All notices, consents, requests, demands or other communications to or upon the respective Parties will be in writing and will be effective for all purposes upon receipt, including without limitation, in the case of (i) personal delivery, (ii) delivery by messenger, express or air courier or similar courier (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, 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 3 984782V37 10/15/2023 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: 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, 4 984782V37 10/15/2023 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 KIP 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.howeli@kp.org Very truly yours, "Kaiser Permanente" Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region By: Susan Hassan Print Name: Title: VP, Strategic Customer Engagement Date: Feb 6, 2024 Address for Notices: Workforce-Health-Notices@kp.org 984782V37 10/15/2023 Attest: 00<61 Acknowledged and agreed to by: Elani 1. trove , M"MC, City Clerk V "Group" Date: City of Newport Beach 13 :�" to " 'VAaSf4U..,W&APPROVED A YS TO FORM: � , A t CITY ATTORNEY'S OFFICE Print Name: J Sit �`, (!v Date: 2/ 1 12-OZZ(__ Title: Nlvr hYD7� w, 'PjKL-r—V( — Date:go 2�f i Aaron C. Harp, City Attorney Address for Notices: EXHIBITA WORKFORCE HEALTH EDUCATION SERVICES 1. Description of the Program KP will provide the workforce health education services described below: Services: 984782V37 10/15/2023 posture, and work positioning that is beneficial to maintaining a healthy back. Get Moving Participants will learn guidelines for physical activity, the 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 to basic good Class Topics TBD health and help to lower the risk of developing certain chronic conditions. This class is quite helpful for those wishing to further improve control of conditions such as diabetes, heart disease, hypertension, and weight management. Quit Tobacco Prepares participants to quit smoking by assessing their readiness, teaching them about the quitting process and developing their own quit plan. Stress Describes the participant's body's Reduction "stress response," how to identify stress, and help combat these effects by providing an overview of stress management skills. Weight Provides participants with an 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, 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, well-being, and job performance. Participants will learn strategies to get the best night's sleep. Group Participants Eligible for this Service 984782V37 10/15/2023 X KP-Subscribers KP Subscriber -Dependents X Non -Subscribers Non -Subscriber -Dependents 2. Fee Schedule Service - One -hour Single -Session • $475 per one -hour session In -person or Webinar • For extended class greater than one hour, $100 per each Class additional 30-minute increment or portion thereof after first hour One -hour Multi -Session • $475 for initial one -hour session In -person or Webinar . $475 per additional one -hour session Class Series • For extended initial or additional sessions greater than one hour, $100 per each additional 30-minute increment or portion thereof after first hour 30-minute Single -Session • $375 per 30-minute session Webinar Class • For extended initial or additional sessions greater than 30- minutes, $100 per each 30-minute increment or portion thereof after first 30-minutes 30-minute Multi -Session • $375 for initial 30-minute session Webinar Class Series . $375 per additional 30-minute session • For extended initial or additional sessions greater than 30- minutes, $100 per each 30-minute increment or portion thereof after first 30-minutes Custom In -person or • $120 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 984782V37 10/15/2023 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 KIP at time of scheduling. Additional fees may apply for additional participants. Webinar class participation is limited to 3,000 due to technical limitations. • Additional fees may apply for customized classes and supplemental class materials which will be quoted at time of event scheduling. Scheduling Guidelines • All webinar and in -person health education class requests must be submitted at least 6 weeks in advance (8 weeks for Southern California in -person classes) due to staff scheduling lead-time requirements. Requests submitted with less than required lead-time 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. 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. Registration and attendance minimums may apply to on -site health education classes. Your Kaiser Permanente representative will advise at the time of event scheduling if these requirements are applicable. Masking • Masking may be required for in -person events depending on local circumstances, government mandates, and Kaiser Permanente clinical guidelines. Your Kaiser Permanente 984782V37 10/15/2023 representative will advise at the time of event scheduling if masking is required. 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 - in -place order. Exceptions will not be made for cancellation or rescheduling requests in the absence of such a government mandate. Credits In connection with KP's mission to promote wellness in the community, the following credits will be applied to the Group's fees. Dollars covered by Kaiser $1,000 towards a Wellness Challenge with HES Maximum Amount by Kaiser $1,000.00 Time Period 01/01/24—12/31/24 Curated Plus Arrangements KID will facilitate Group's introduction to other wellness companies and will offer access for Group to KP's negotiated pricing for their services. 10 984782V37 10/15/2023 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 KP-Subscribers KP Subscriber -Dependents X Non -Subscribers Non -Subscriber -Dependents Mobile Health Vehicle Date: 2/20/24 (TBD) not yet confirmed Biometric Screenings (45 participants @44.00) The City of Newport Beach to cover full amount = $1,980.00 X KP-Subscribers KP Subscriber -Dependents X Non -Subscribers Non -Subscriber -Dependents Fee Schedule 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. 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. Kaiser will cover $1,000 towards a Wellness Challenge with HES Time Period 01/01/24—12/31/24 City of Newport Beach Mobile Health Vehicle 100% funded by the City of Newport Beach $19,000.00 towards wellness Time Period 01/01/24—12/31/24 NOT TO EXCEED $20,000.00 984782V37 10/15/2023