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HomeMy WebLinkAboutC12-352 Worksite Wellness Services Agreement WORKSITE WELLNESS SERVICES AGREEMENT ,. This Services Agreement (this "Agreement ") is made and entered into this 1Xth day of October 2012, by and between Healthbreak, Inc. ( "Healthbreak "), and Eagle County, Colorado ( "Client "). Healthbreak and Client may be collectively referred to as "Parties" or individually referred to as a "Party." PRELIMINARY STATEMENT Healthbreak, Inc. ( "Healthbreak ") is a health promotion company that provides integrated worksite wellness solutions and consulting services ( "Healthbreak Services) ". Healthbreak is also the exclusive Distributor for SimplyWell LLC, a Nebraska Limited Liability Company ( "SimplyWell ") for the State of Colorado. SimplyWell has developed a population health management application focused on prevention, wellness and self -care (the "SimplyWell Application "). Healthbreak's exclusive Distributorship rights permit Healthbreak the right to provide certain services to persons and organizations to implement and promote the SimplyWell Application (the "SimplyWell Application Services "). Client desires to secure Healthbreak Services for the implementation of the SimplyWell Application and to obtain the SimplyWell Application Services, and Healthbreak has agreed to provide Healthbreak Services, which includes, but is not limited to providing and implementing the SimplyWell Application and the SimplyWell Application Services to Client and its employees and /or spouses under the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the foregoing, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. SimplyWell Application Services. Healthbreak hereby agrees to implement the SimplyWell Application and to provide the SimplyWell Application Services for the benefit of Client and Client's employees and /or spouses /domestic partners (herein collectively the "Members "). During the term of this Agreement, Healthbreak agrees to implement and provide the SimplyWell Application Services identified on Exhibit "A" attached hereto and incorporated herein by this reference. It is understood that Healthbreak may provide the SimplyWell Application and the SimplyWell Application Services thereunder through employees, agents, contractors, and any other persons or business entities, which it may employ or contract in its sole discretion and judgment. 2. Client Responsibilities. The Client agrees to: (a) Provide Healthbreak with a list identifying the names, addresses, telephone numbers, gender, unique identifier (employee identification number) and dates of birth of the Members (to be updated upon request of Healthbreak, but in no event less than quarterly). If a unique identifier is other than the social security number, then Client confirms that this identifier is not recycled and is unique within the company; (b) If available, provide Healthbreak with access to raw de- identified enrollment and claims data from third party payor providing services to Client, including, but not limited to medical and prescription claims data; 1 (c) Encourage employees to participate in the SimplyWell Application, reasonably assist SimplyWell with enrollment functions and to accommodate and provide reasonable access to all Members for health risk appraisals and education; (d) If the Client develops and implements an incentive program, then Client agrees that it will comply with state and federal law; (e) Compensate Healthbreak as described in Paragraph 3 below. 3. Compensation. As compensation to Healthbreak for implementing the SimplyWell Application and conducting the SimplyWell Application Services, Client shall pay Healthbreak in accordance with the fee scheduled identified on Exhibit "B" attached hereto and incorporated herein by this reference. Client shall pay such compensation within thirty (30) days of receipt of invoice. 4. Term. The term of this Agreement shall commence upon the date of execution of this Agreement and shall continue for three hundred and sixty five days thereafter (the "Initial Benefit Year "). Thereafter, this Agreement shall continue for consecutive one -year terms (a "Successive Benefit Year ") unless otherwise terminated herein. Either Party may terminate this Agreement: (i) within ninety (90) days before the end of the Initial Benefit Year or any Successive Benefit Year, by delivering written notice to the other; and (ii) upon the default of the other, if such default has not been cured within thirty (30) days after written notice. In addition, the Parties may mutually agree to terminate this Agreement. For purposes of this Agreement, default shall include, without limitation, Client's failure to pay the compensation described in Paragraph 3. 5. Non - Exclusive Services. Client understands and agrees that Healthbreak has other business activities that take a major and substantial part of Healthbreak's total time devoted to business matters. Accordingly, Healthbreak shall not be bound to devote all or any specific part of its business time to the affairs of Client, but shall devote such time and attention to Client's business as may be required in order to ensure that the services are conducted in a diligent and proper manner. During the continuance of this Agreement, Healthbreak may: (i) engage in any activity whether or not such activity may be deemed to be in competition with the business operations of Client; (ii) own an interest in any other business venture of any nature or description independently, or with others; and (iii) provide services for any other business of any nature or description whether or not competitive with the business of Client. Not withstanding the foregoing, Healthbreak agrees to maintain the confidentiality of the raw data collected from Third Party Payor and /or Client and /or or its employees, including claims data, absenteeism, sick time, productivity, worker's compensation and attrition rate. 6. Confidentiality. (a) Employees. Client and Healthbreak acknowledge and agree that in the course of implementing the SimplyWell Application and providing the SimplyWell Application Services to the Members Healthbreak will obtain certain confidential and sensitive information relating to the Members and their activities, habits, health history, etc. (the "Member Information "). Client acknowledges and agrees that Client shall have no right to receive the Member Information and that the Member Information shall not be distributed by Healthbreak to any person or entity other than the respective Member or his or her guardian and his or her health care provider upon the written direction of the Member or his or her guardian. This provision shall survive the termination of this Agreement. At all times during the term of this Agreement Healthbreak shall comply with all laws, federal, state or local related to the services to be provided. (b) SimplyWell Application. During the course of the SimplyWell Application, Client may receive certain proprietary and confidential information of Healthbreak and SimplyWell relating to its business affairs and operations, which is generally not available to the public (the "Confidential Information "). Confidential Information shall include, without limitation, any 2 financial information, pricing information, customer information, methods of operation, business plans, marketing and sales strategies and concepts of production methods or plans, and any information or documentation identified as confidential at the time of disclosure or thereafter. Healthbreak understands and agrees that this Agreement and its exhibits is a public document to be approved by Eagle County in a public meeting. Client agrees to keep the Confidential Information confidential, and not to publish or disclose it, or to disclose the existence of discussions or communications between Healthbreak and Client subject to the provisions of paragraph 6(b)(2) below. Client agrees that it will not use the Confidential Information for any purpose other than in respect to the SimplyWell Application. Client agrees that the Confidential Information is, in all respects, confidential in nature. Any disclosure or use of the Confidential Information by Client, other than as provided in this Agreement, may cause serious harm or damage to Healthbreak and SimplyWell, its owners, managers, officers and directors. In this regard: (1) Confidential Information may be disclosed only to employees, officers or directors of Client, and its advisors or their representatives who need such information for the purposes contemplated by this Agreement (it being understood that those employees, officers, directors, advisors and representatives shall agree to restrict publication or disclosure in accordance with this Agreement); and (2) It shall not be a violation of this Agreement to disclose or publish information: (i) which is now or hereafter in the public domain through no fault of Client; (ii) which Client is obligated to produce under applicable law or court of competent jurisdiction; (iii) which is lawfully received by Client from a third party with no restriction on further disclosure; or (iv) prior to disclosure hereunder, it is properly within the rightful possession of Client. Further, disclosure of Confidential Information by Client shall not be precluded if: (i) Such disclosure is in response to a valid court order or other governmental body of the United States or any political subdivision thereof, or pursuant to the provisions of the Colorado Open Records Act; provided however, that the recipient of such confidential information shall first have given notice to the other Party and allowed the other Party an opportunity consistent with the timing set forth in the Colorado Open Records Act to obtain a protective order to avoid disclosure, or to require that the information to be disclosed be used only for the purposes for which the order was issued . Upon request of Healthbreak, Client shall return all documents that are or contain Confidential Information.. In addition, Client shall delete all Confidential Information from all of its computer files. Within ten (10) days after written request from Healthbreak, Client shall certify to Healthbreak in writing that it has returned all documents containing Confidential Information and deleted all Confidential Information from its computer files, and that it has not retained, and does not have in its possession, any Confidential Information in any form. Each Party agrees that a court of competent jurisdiction may immediately enjoin a breach of paragraph 6 of this Agreement upon request of the other, which shall also be entitled to other rights and remedies which it may have in law or in equity. This provision shall survive the termination of this Agreement. (c) During the course of this Agreement, Healthbreak may receive certain proprietary and confidential information of Client relating to its business affairs and operations, which is generally not available to the public (the "Client Confidential Information "). Client Confidential Information shall include, without limitation, any financial information, pricing information, customer information, methods of operation, business plans, marketing and sales strategies and concepts of production methods or plans, and any information or documentation identified as confidential at the time of disclosure or thereafter. Healthbreak agrees to keep the Client Confidential Information confidential, and not to publish or disclose it. Healthbreak agrees that it 3 will not use the Client Confidential Information for any purpose other than in respect to the SimplyWell Application. Healthbreak agrees that the Client Confidential Information is, in all respects, confidential in nature. Any disclosure or use of the Client Confidential Information by Healthbreak, other than as provided in this Agreement, may cause serious harm or damage to Client and its affiliates, and their owners, managers, officers and directors. In this regard: (1) Confidential Information may be disclosed only to employees, officers or directors of Healthbreak, contractors or subcontractors, and its advisors or their representatives who need such information for the purposes contemplated by this Agreement (it being understood that those employees, officers, directors, advisors and representatives shall agree to restrict publication or disclosure in accordance with this Agreement); and (2) It shall not be a violation of this Agreement to disclose or publish information: (i) which is now or hereafter in the public domain through no fault of Healthbreak; (ii) which Healthbreak is obligated to produce under applicable law or court of competent jurisdiction; (iii) which is lawfully received by Healthbreak from a third party with no restriction on further disclosure; or (iv) prior to disclosure hereunder, it is properly within the rightful possession of Healthbreak. Upon request of Client, Healthbreak shall return all documents that are or contain Client Confidential Information. In addition, Healthbreak shall delete all Client Confidential Information from all of its or its contractors or subcontractors computer files. Within ten (10) days after written request from Client, Healthbreak shall certify to Client in writing that it and its contractors or subcontractors has returned all documents containing Client Confidential Information and deleted all Client Confidential Information from its and its contractor or subcontractors computer files, and that it or its contractors and subcontractors has not retained, and does not have in its possession, any Client Confidential Information in any form. Each Party agrees that a court of competent jurisdiction may immediately enjoin any breach of this section 6 upon request of the other, which shall also be entitled to other rights and remedies which it may have in law or in equity. This provision shall survive the termination of this Agreement. 7. Acknowledgement of Risk. If Healthbreak uploads clinical /medical data from a third party entity into the SimplyWell Application, Client understands that the Members will not receive a critical call for any abnormal tests or lab results that were generated as a result of the third party screening. In the event that the lab upload function is made available, Client agrees that the clinical /medical data provided is controlled, operated and administered by a third party outside of the control of Healthbreak. Client acknowledges such risk associated with data provided by third parties and agrees that it will not hold Healthbreak responsible for the validity of such data." 8. Insurance. Healthbreak or its contractors or subcontractors agree to provide and maintain, at its sole cost and expense, the following insurance coverages during the term of this Agreement: (a) Workers' Compensation as required by state statute and employer's liability insurance covering all employees acting within the course or scope of their employment. (b) Auto Insurance Coverage covering any auto (owned, hired and non -owned autos) with a minimum limit of $1,000,000 each accident combined single limit. (c) Commercial General Liability with minimum limits of $1,000,000 per occurrence and $1,000,000 in the aggregate. (d) Healthbreak shall provide certificates showing insurance coverage required hereunder upon signing the Agreement. 4 9. Assignment. Except as otherwise provided in this Agreement, this Agreement and the rights, interests and benefits hereunder may not be assigned, transferred, or pledged in any manner without the prior written consent of the Party to be charged, and shall not be subject to execution, attachment or similar process. Any attempt to assign, transfer or pledge, or make any other disposition of this Agreement or any of the rights, interests and benefits contrary to the foregoing shall be null and void. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 10. Independent Contractor. It is specifically understood and agreed by Client and Healthbreak that Healthbreak is not, by virtue of this Agreement, a servant, employee, joint venture, partner or agent of Client. Healthbreak is and shall remain an independent contractor for purposes of providing the SimplyWell Application under this Agreement. Healthbreak is only under the control of Client in that Client may approve the results of Healthbreak's work and terminate its association with Healthbreak as provided in this Agreement, but Client shall not control the means by which Healthbreak conducts its business. 11. Non Hiring of Employees. Unless otherwise agreed upon in writing g p ritmg by the Parties, Client shall not recruit or hire any personnel of Healthbreak who are or have been assigned to perform work YP g P until one year after the completion of the Agreement in effect between the Parties. 12. Notices. Any notice, designation, consent or approval required or permitted hereunder shall be made in writing and delivered personally or mailed by certified mail, return receipt requested, addressed to the parties as hereinafter specified. Any notice forwarded by mail in accordance with the terms of this section shall be deemed to have been delivered or given to the other party three (3) days following the date of mailing, addressed as follows: Healthbreak, Inc. Kathy Knudsen 601- 16th Street Suite C -311 Golden, CO 80401 720.344.9507 kknudsen@healthbreakinc.com Eagle County Government Lisa Ponder 500 Broadway P.O. Box 850 Eagle, Colorado 81631 -0850 (970) 328 -8796 Lisa.Ponder@eaglecounty.us 13. Limitations on Spending. Notwithstanding anything to the contrary contained in this Agreement, Eagle County shall have no obligations under this Agreement after, nor shall any payments be made to Healthbreak in respect of any period after December 31 without an appropriation therefore by Eagle County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29- 1 -101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 5 14. Miscellaneous. (a) Proprietary Rights. Client agrees that the SimplyWell Application names, marks and information, are proprietary and shall not be used by Client or its owners or employees or otherwise disclosed in any way to third parties, without the prior written consent of Healthbreak first having been obtained. Any new product developments, forms or improvements of the SimplyWell Application during the term of this Agreement shall be the property of SimplyWell and shall be deemed part of the SimplyWell Application names, marks and information. This provision shall survive the termination of the term of this Agreement. (b) Entire Agreement. This Agreement contains the entire understanding among the parties hereto and supersedes any prior written or oral agreement between them respecting matters addressed herein. (c) Waiver, Modification. Etc. No waiver by either party to require the performance by the other party of any of the terms of this Agreement shall in any way affect such party's right to enforce such terms, nor such any waiver on any one occasion be deemed a waiver of any other term hereof, or any breach hereof. No right under this Agreement may be waived and no modification or amendment to this Agreement may be made except by written agreement executed by the party to be charged. (d) Applicable Law. This Agreement shall be construed, interpreted, and governed by the laws of the State of Colorado. (e) Severability. In the event any portion of this Agreement is deemed to be contrary to the law, the remaining portions hereof shall continue to be valid and binding on all parties, unless to do so would materially alter the rights or obligations of the parties. (f) Headings. The headings used herein are for convenience only and do not limit the contents of this Agreement. (g) Heath Insurance Portability and Accountability Act ( "HIPAA ") In addition, to the confidentiality provisions set forth in Section 6 of this Agreement, the Parties desire to comply with the Standards for Privacy of Individually Identifiable Health Information promulgated by the Department of Health and Human Services at 45 CFR parts 160 and 164, subparts A and E ( "Privacy Rule ") under the Health Insurance Portability and Accountability Act of 1996 ( "HIPAA "). (i) The Parties shall ensure that its directors, officers, employees, contractors, and /or agents do not use or further use or disclose Protected Health Information ( as defined in the Privacy Rule) in any manner that would constitute a violation of the Privacy Rule other than as permitted or required by Law; and, (ii) The Parties agree to implement all necessary safeguards to prevent the use or disclosure of the Protected Health Information (as defined in the Privacy Rule) and to mitigate, to the extent practicable, any potential business pattern, practice or effect that is known to the Parties to be in violation of the requirements of the Privacy Rule. 6 (iii) The parties acknowledge and agree to cooperate and modify the terms of this Agreement for any changes to HIPAA which require modifications herein. 15. Prohibition on Public Contract for Services.. If Healthbreak (hereinafter "Consultant" for purposes of this paragraph 15) has any employees or subcontractors, Consultant shall comply with C.R.S. § 8- 17.5 -101, et seq., regarding Illegal Aliens - Public Contracts for Services, and this Contract. By execution of this Contract, Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Consultant will participate in the E- verify Program or other Department of Labor and Employment program ( "Department Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. A. Consultant shall not: B. Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E- verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: http: / /www.dhs.gov /xprevprot /programs /gc 1185221678150.shtm C. The Consultant shall not use either the E- verify program or other Department Program procedures to undertake pre - employment screening of job applicants while the public contract for services is being performed. D. If the Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Consultant shall be required to: C. Notify the subcontractor and the County within three days that the Consultant has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that the Consultant shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. D. The Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8- 17.5- 102(5). 7 E. If a Consultant violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Consultant shall be liable for actual and consequential damages to the County as required by law. F. The County will notify the office of the Colorado Secretary of State if Consultant violates this provision of this Contract and the County terminates the Contract for such breach. IN S WHEREOF, the Parties hereto have executed this Agreement to be effective as of the date first above written. Client V Title: CA l E- AA • Healthbreak By: 41- ._ Title: P_re- ✓ 8 • • EXHIBIT A WELLNESS PORTAL • Online sign -up and registration system • Participant may choose English or Spanish language • Online comprehensive questionnaire (health risk appraisal) that includes past medical history, medications, allergies and risk factors. Paper questionnaire available. • Electronic Health Record • Daily heath news offered by Verified Sources Y Y • Healthy Living Resources • Online Health Guides • Disease Management Guidelines • Educational health modules with topics customized to the individual's risk factors • Self - tracking of risk and health maintenance • Online Tracking of Rewards and Points • Health Score and Tobacco Free Health Score Tracking • 19 page Personal Wellness Profile • Physician Summary • Laboratory Report • Medical Chart Report HEALTH SCREENING Onsite Health Screening i. Height ii. Weight iii. Blood Pressure iv. Laboratory exam to include: a. Lipid Panel b. Hemogram c. Fasting Glucose There is a minimum requirement of twenty (20) participants per scheduled screening. In the event there are less than twenty (20) participants, Client will still be charged for twenty (20) participants for said health screening. In the event Client cancels a health screening within fifteen (15) business days of the screening, Client will be charged the cost of the scheduled labor for said cancelled screening. Physician Upload Form Option Members have the option to submit third party clinical/medical data on a form provided by Healthbreak to be uploaded into the SimplyWell Application. Under these circumstances, Client understands that the Members will not receive a critical call for any abnormal tests or lab results that were uploaded into the SimplyWell Application. Healthbreak and Client will discuss the parameters and protocol to be followed if this option is made available to employees. 9 TELEPHONIC SERVICES • 24 hour Customer Care Help Desk • Nurse call line for health questions and concerns EMPLOYER REPORTING SERVICES Employer Organizational Reports The Wellness Portal includes a back door reporting feature for organizations that offers a comprehensive listing of reporting capabilities. All reports are real time data, available online, 24 hours per day. There are three levels of administrator rights available for all clients, Director, Manager, and Administrator. Organizational reports available include: • Announcement Summary • Executive Summary • Group Member Summary • Group Progress • Group Summary • Health Assessment Summary • Health Screening Summary • Health Point Summary • Risk Assessment Summary • Point Allocation Summary Organizational Health Report In addition to all of the online reports, Healthbreak prepares and delivers an Organizational Health Report within 60 days of the last onsite health screening. This report is a PowerPoint presentation that provides a detailed overview of the key finding of the data collected through the health risk questionnaire, onsite health screening, etc. It includes organizational comparative data of health status to State and National metrics as well as provides recommendations for the future. Financial Reporting Services The Financial Report provides a comprehensive analysis of the group's claims over a given plan year. This Report will provide an analysis of claims as it relates to SimplyWell Participants, Non SimplyWell Participants and Repeat SimplyWell Participants (2 or more years). The claims data is stratified to provide an analysis based on: • Age • Gender • Risk Factors, which includes BMI, Blood Pressure, Glucose, HDL and LDL • Health Scores • Length of Participation in SimplyWell • Super claims (single claims > $30,000) • Super claimants (claimants with claims in excess of $30,000) • Health claims trends • Cost Avoidance Savings • Opportunity Cost Savings 10 MARKETING AND COMMUNICATION Marketing Services • Enrollment brochures (electronic) • Branded announcement posters (electronic) e Marketing Services • Access to the SimplyWell Solution Center • Custom emails on demand ACCOUNT MANAGEMENT SERVICES • Guidance in the overall planning, design and implementation of the SimplyWell Application • Training on the SimplyWell Solution Center and Reporting Wellness Portal • Assistance in pulling point reports • Guidance on incentive integration • Weekly meetings for the first six weeks of pre - implementation, bi- monthly meetings thereafter. These may be by telephone or in person as determined by Parties • Provision of all end of year group reports electronically. • One, onsite presentation of the Organizational Health Report ANCILLARY SERVICES Data Migration, Coding or Special Reports Our technicians can migrate past program data into our portal or share data with a third party vendor /partner. The types of data that can be migrated are as follows: • Clinical lab • Biometric Data (height, weight, blood pressure, body fat, flex, etc.) • Health Risk Assessment Coding for single sign -on functionality, etc. or special reports is also available. Wellness Challenge Program Administration Complete administration of a 4 -6 week wellness challenge program. Wellness Specialist Services Healthbreak's degreed and certified staff are available to assist with any hourly work requested that is outside of Account Management Services. Miscellaneous Wellness Programs & Services Healthbreak's degreed and certified staff can provide many other wellness programs and services including but not limited to the following: • Wellness Challenge Programs in excess of 6 weeks • Wellness Seminars & Workshops • Healthy Lifestyle Programs • Employee Needs Assessments & Surveys 11 EXHIBIT B � Annual Account Set Up Fee $2500 per year Integrated Wellness Program: $136 per participant per year • Wellness Portal "Participation" is defined as a person whose lab and • Health Screening — Onsite Health Screening test results have been uploaded into the SimplyWell application through the onsite health screening. Online Wellness Program: $70.00 per participant • Wellness Portal "Participation" is defined as a person who completes the Health Risk Questionnaire or has had a physician • Health Screening — Physician Upload Form form input into the portal. Telephonic Services Included Employer Reporting Services Included Marketing and Communication Included Account Management Services Included Data push to third party disease management vendor Data Sharing included. Data Migration, Coding or Special Reports $150 per hour Wellness Challenge Program Administration $1,500 per program Wellness Specialist Services $65 per hour for hourly work outside of Account Management Services. Misc Wellness Programs & Services Costs to be agreed upon in writing by Parties prior to implementation. For travel requests outside of Account Management Travel Services. Mileage reimbursement at standard IRS rate. All meals, travel & lodging are passed through at cost. 12