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HomeMy WebLinkAboutC-7689-6 - Letter Agreement for Workforce Health ProgramsDecember 131h, 2024 Maritza Leon-Mis H R Analyst— H R Department City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Re: Kaiser Permanente workforce health programs Dear Maritza, 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 PART/CIPANTS 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 2024 - 2025 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. INFORMA TION 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 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. 984782V37 2024 - 2025 TERM AND TERMINATION This term of this Agreement runs from Januaryls, 2025 through December3l2025. 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 3 984782V37 2024 - 2025 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 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, 4 984782V37 2024 - 2025 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.org Very truly yours, "Kaiser Permanente" Kaiser Foundation Health Plan, Inc., on behalf of the Southern California Region Signed by: FAA582387-47414[)6 By: Susan Hassan Print Name: Title: VP, Strategic Customer Engagement 2/19/2025 1 11:24 AM PST Date: Address for Notices: Workforce-Health-Notices@kp.org 984782V37 2024 - 2025 Acknowledged and agreed to by: "Group" City of Newport Beach By:ILQ o Print Name: Vrn o�Z Title: �AumoA n Resyurc Q,S Rc,,w,P Date: � I 3 0 1'-() Z 6�'STN -H 4 ro ►`T rJ ku S v k 12cES Address for Notices: �O() C k\)ICG CEYJ YZ !V'R-►VC Ne:-W ?OPT F3�C,4j i CA 012 bU 0 Attest: 4, j �4 J, - Leilani I. Brown, MM , City Clerk , Ij APPROVED AS TO FORM: CITY ATTORNEYS OFFICE Date: By: - A" C. Harp, City Attorney 984782V37 2024 - 2025 Fee Schedule EXHIBIT A 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 50% of MHV total cost (MHV cost $4,512.00) Maximum Amount by Kaiser $2,256.00 MAX (equal to 50% of $4,512.00) Time Period 01/01/25—12/31/25 X KP-Subscribers X Non -Subscribers 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, KIP is providing some credits to offset Group's fees as part of KP's mission to promote wellness in the community.] Kaiser will cover 50% of MHV total cost (equal to $2,256.00) Time Period 01/01/25—12/31/25 City of Newport Beach 50% of MHV total cost (equal to $2,256.00) City of Newport Beach Not to exceed $2,256.00 Time Period 01/01/25—12/31/25 Mobile Health Vehicle Date: 2/27/25 Biometric Screenings (min of 30 participants, max of 96 @47.00 each) not to exceed $4,512.00. After applying Kaiser credits, total due from City not to exceed $2,256.00. 7 984782V37 2024 - 2025