HomeMy WebLinkAboutC-7689-7 - Letter Agreement for Workforce Health ProgramsDecember 4, 2025
Maritza Leon-Mis
HR Analyst — HR 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 individually is a
"Party." The services provided for or arranged under this Agreement are described in Exhibit A and are
referred to in this Agreement as the "Services." The compensation rates applicable to these Services
are included in Exhibit B which summarizes the Services chosen by Group and associated compensation
rates.
ELIGIBLE GROUP PARTICIPANTS
Services will be available to certain Group participants as determined by the Group, and the specific
Group participants eligible for each Service are described in Exhibit 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 category of Group participant to access Services may vary by Exhibit A, and
potentially within an Exhibit, and Exhibit A will control 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 benefit 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.
Group represents that its wellness program is administered through a fully insured group health benefit
plan arrangement established and maintained by Group. Group acknowledges that Group's third -party
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administrators, and KP's group health benefit plan administration staff and/or third -party administrator(s)
will use and disclose wellness program data shared by KP for the administration of Group's wellness
program and for data analytics to inform its group health benefit plan design and administration.
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 Exhibit 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 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 1st, 2026, through December 31st, 2026. 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
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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.
COOPERA TION
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 laws, 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 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
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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 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.org
Very truly yours,
"Kaiser Permanente"
Kais Uodation Health Plan, Inc., on behalf of the Southern California Region
Sma t" ( XSSaun,
By:
Susan Hassan
Print Name:
Title: VP, Strategic Customer Engagement
Date: 1/15/2026 I 11:45 AM PST
Address for Notices: Workforce-Health-Notices@kp.orci
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Acknowledged and agreed to by:
"Group"
City of Newport Beach
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APPROVED AS TO FORM:
CITY ATTORNEY'S OFFI!E
Date: r. ll/off o �5
Aaron C. Harp, City Attor 1c;;,
Attest: _
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EXHIBIT A
MOBILE HEALTH VEHICLE SCREENINGS
1. Description of program
Subject to the Terms and Conditions below, KP will provide the following worksite services.
Biometric Screenings:
service Description
Onsite Mobile Health Vehicle Biometric Screenings — blood pressure, BMI,
glucose and cholesterol
Group Participants Eligible for this Service
X KP-Subscribers
X Non -Subscribers
KP will provide the worksite biometric screenings and services noted above, as mutually agreed by the
Parties.
2. What needs to be supplied by Group ("Required Materials")?
Group will provide the site location and other identified hardware, as well as at least 6 weeks' advance
notification of the date the worksite screenings and services are to take place.
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3. Fee Schedule
Mobile Health Vehicle
Screening Package
(non-fastina)
$47 per participant
Terms & Conditions
Cancellation and CANCELLATION POLICY
Rescheduling 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 cancellation 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.
Note: Cancellation notice is not effective until it is received by the
Mobile Health Vehicle Product Manager or a similar role.
In connection with KP's mission to promote wellness in the community, the following credits will be
applied to the Group's fees
Total Fees Kaiser will be funding 50% of the MHV cost &
the City of Newport Beach will fund the other
50% of the total cost.
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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, 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 the MHV cost (equal to $2,256.00)
City of Newport Beach
50% of the MHV cost (equal to $2,256.00)
City of Newport Beach
Not to exceed $2,256.00
Time Period
01/01/2026 — 12/31/2026
Mobile Health Vehicle
Date: 2/26/2026
Biometric Screenings (min of 30 participants, max of 96 @47. 00 each) not to exceed $ 4,512.00.
After applying Kaiser credits, the total due from the City is not to exceed $2,256.00.
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