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HomeMy WebLinkAboutC08-090EMPLOYEE WELLNESS PROGRAM AGREEMENT THIS EMPLOYEE WELLNESS PROGRAM AGREEMENT (this "Agreement"), made and entered into this 18~' day of March, 2008, by and between EAGLE COUNTY, a political subdivision of the State of Colorado (the "County"), represented by its Board of County Commissioners, and VAIL CLINIC, INC., d/b/a VAIL VALLEY MEDICAL CENTER (the "Contractor"). WITNESSETH: WHEREAS, the County has previously determined that it has a need for a wellness program for the County's employees (the "Program"); and WHEREAS, after soliciting competitive proposals for such services pursuant to a Request for Proposal (the "RFP"), the County has determined to engage the Contractor to provide the Program; and WHEREAS, the Contractor has represented that it is able to satisfactorily provide the Program and the terms and conditions contained herein as requested by the County; NOW THEREFORE, in consideration of the above and mutual covenants contained herein, the parties agree as follows: 1. Services to be Performed by Contractor. The Contractor hereby agrees to provide the County with the Program, as outlined in this Agreement and Exhibit A, attached hereto and incorporated herein by reference (collectively, the "Program Documents"). 2. Obligations of the County. The County hereby agrees to provide the facilities and perform the other obligations of the County in connection with the Program, as outlined in the Program Documents. 3. Term of Agreement: Renewal. Services performed pursuant to this Agreement shall commence upon execution of this Agreement and shall continue through December 31, 2008, unless this Agreement is sooner terminated as provided herein. Thereafter, this Agreement shall be renewed for successive periods of one (1) year each, on the same terms and conditions as set forth herein, unless either party provides the other party with written notice ofnon-renewal at least sixty (60) days prior to the end of the initial term or any renewal term. 4. Early Termination. Either party may terminate this Agreement if at any time and for any reason or no reason upon 30 days written notice to the other party. 5. Compensation. As compensation for the Contractor providing services to the County as described herein, the County shall pay the Contractor in arrears, based on the submission of monthly invoices for work performed, in accordance with Exhibit B hereto. Payment shall be made by the County within thirty (30) days after its receipt of each proper and accurate invoice from the Contractor. Upon request, Contractor shall provide County with such other supporting information as County may request. 6. Permits; Licenses. The Contractor must secure and maintain any and all permits and licenses required in order for it to performs its obligations under this Agreement. 7. Audit. The Contractor shall retain all records relating to this Agreement for a period of at least three (3) years after final payment is made by the County, and shall make such records available for inspection by the County from time to time upon reasonable advance notice and during normal business hours. -2- 8. Minimum Insurance Requirements. The Contractor shall maintain insurance covering its activities under this Agreement in commercially reasonable amounts and with reputable insurers. The Contractor shall provide the County with evidence of such insurance upon request by the County. 9. Indemnification. The Contractor shall indemnify and hold harmless (other than attorneys' fees) the County from all suits, actions or claims of any character that are based upon any performance or nonperformance by Contractor hereunder or are brought on account of any breach by the Contractor of any of its obligations under this Agreement, unless such injury or damage was occasioned by the negligence of the County or any of its employees or agents. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without regard to conflicts of laws principles. Jurisdiction and venue for any suit, right or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. 11. Independent Contractor Status. The Contractor is and shall remain an independent contractor of the County and is not an agent, employee, partner or joint venturer of or with the County. 12. Amendment of Agreement. This Agreement maybe amended only by mutual written agreement of the parties. 13. Assi~nment/Subcontractina. The Contractor shall perform this Agreement, and no assignment or subcontracting of the Contractor's obligations hereunder shall be permitted without the prior written consent of the County. -3- 14. Compliance With Laws; HIPAA Compliance. The parties agree that in performing their respective obligations under this Agreement, each shall comply in all respects with all applicable laws, rules and regulations including, without limitation, the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, each as amended from time to time ("HIl'AA"). This Section 14 shall survive the expiration or termination of this Agreement. 15. Notices. All notices to be given hereunder by either party shall be in writing and shall be sent by hand delivery, nationally recognized overnight courier, or United States certified mail, postage prepaid, addressed to: Contractor: Vail Valley Medical Center P.O. Box 40,000 Vail, CO 81658 Attention: President with a copy to: Vail Valley Medical Center P.O. Box 40,000 Vail, CO 81658 Attention: Cacky Ryan, RN, Occupational Health Director and a copy to: Vail Valley Medical Center P.O. Box 40,000 Vail, CO 81658 Attention: Kevin Lawlor, Vice President & Corporate Counsel County: Eagle County Government P.O. Box 850 Eagle, CO 81631 Attention: Lynn Laposky or to such other address as either party may have furnished to the other. Any notice shall be deemed given upon delivery, if hand delivered, one (1) business day after being deposited with -4- an overnight courier, or three (3) business days after being deposited in the mail in the foregoing manner. 16. Severability. The terms and conditions of this Agreement shall be deemed to be severable. Consequently, if any clause, term or condition hereof shall beheld to be illegal or void, such determination shall not affect the validity or legality of the remaining terms and conditions, and notwithstanding any such determination, this Agreement shall continue in full force and effect unless the particular clause, term or condition held to be illegal or void renders the balance of the Agreement impossible to perform. 17. Counterparts. This Agreement maybe executed in any number of counterparts and by the parties on separate counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 18. Budgeting and Appropriation. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to Contractor in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Board of County Commissioners in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. -5- IN WITNESS WHEREOF, the parties herein have executed this Agreement as of the day and year first written above. EAGLE COUNTY, by and through its Board of County Commissioners Bey%~ ..i Peter F. Runyon, Chai Teak Simonton, Clerk to tAtiQ'~ VAIL CLINIC, INC., dJb/a VAIL VALLEY MEDICAL CENTER By: N :Gregory G. Repetti, I I Title: President & CEO STATE OF ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me by ,this day of , 2008. My commission expires: Notary Public -6- EXIT A Vail Valley Medical Center Wellness proposal includes the following components: • On-line integrated solution will provide asign-up and registration system by which Members can become participants • Paper outreach • Participant may choose English or Spanish language • On-line comprehensive questionnaire (health risk appraisal) that includes past medical history, medications, allergies, family history and risk factors • Onsite health screenings will be arranged to include: • Height • Weight • Blood Pressure • Laboratory exam to include: i. Hemogram ii. Lipid Panel iii. Fasting Glucose • Critical value consultation by a registered nurse (Rl~ for all individuals with abnormaUcritical lab values (telephonic) • On-line Electronic Health Record • Daily on-line health news • On-line educational health modules that are customized to the participant's risk factors • Paper Based Educational Materials for paper respondents • Healthy Living Resources on-line which include: High Cholesterol Hypertension Exercise Depression Stress Control Healthy Eating • On-line health guides which include: Children's Health Guide Pregnancy Guide Health A-Z Brest Self Exam Guide BMI Calculator and guide Disease Management Guidelines • On-line self-tracking of risk and health maintenance • Monthly Electronic Newsletter 7 • On-line individual Action Plans for each participant • 24-hour nurse call line for health questions and concerns • Comprehensive risk report (individual participant & Client) • Year to year comparative health reports (for repeat participants) • Online tracking of rewards/points • Participantsl, 2, 3: a Call Center-Based Solution that Integrates Healthy Lifestyle Coaching, Disease Prevention Management and Disease Coaching Participants are placed into a level based on answers provided in the questionnaire and medical history information Level l: every 6 months, 2 call maximum Leve12: every 4months, 3 call maximum Leve13: every other month, 6 calls maximum Population Health Management reporting for Corporate Client -This service is contingent upon Eagle County Government third party administrator (TPA) or Insurance Carrier providing the requisite data that is requests for analysis. Furthermore, if Client's TPA or Insurance Carrier requests a fee for the data, then it will be the Client's responsibility to pay for any fees for the data. If TPA will not provide data or the Client does not wish to incur the cost, then this application will not be included as a service. • Periodic on-site meetings with Vail Valley Medical Center and Eagle County Government designated wellness representative. • A total of six (6) one hour on-site health seminars per year to be offered by Vail Valley Medical Center professional staff at time and location designated by Eagle County Government. 8 EXHIBIT B Service Cost Notes On-Line Integrated Health Solutions $180 pppy Organizations with < S locations Integrated Health Solutions Outreach option for remote workers. (Individual lab draw) $250 pppy Lab drawn in home or participant sent to nearest health s stem. Lab Package Variations: Hemogram, lipid panel and Additional $10 Paid for by registered participate com lete metabolic er articipant Hemogram, lipid panel, complete Additional $15 paid for by registered participate metabolic and TSH per participant Hemogram, complete metabolic, Additional $20 per male Paid for by registered participate lipid, TSH and PSA artici ant Online components only $100 pppy All program components EXCEPT onsite screening Enrollment via Paper Health Risk $35 per processed Assessment HRA Paper Based Educational Materials $20.00 per participant Paper outreach available for $3 per tabulated Employee Interest Survey $900 for online survey plus reprographics and/or costs associated with osta a aid return o tions Wellness Challenge Program - $1200 Plus cost of any Challenge incentives Administration Additional Wellness Programs TBD Customized programs such as healthy lifestyle classes, seminars, etc. Incentives TBD As determined by Client $85-150 per For consulting needs outside the scope of Additional Consulting hour VVMC program administration and other contracted services.