HomeMy WebLinkAboutContracts & Agreements_55-2006_CCv0001.pdf �y
REDLANDS DS EIRE PA T {t �,
WELLNESS,`FIT FSS PROGRAM SERVICES AGREE!WENT
This Agreement("Agreement,) is made and entered into can this 21st day of March, 20o6
("Effective:Tate")by and between Fitness Appraisal.Inc.("FAI")
FAI and City ar€ <rrzretinres individually refit
erred ter herein as a atrtr' and,he City tu Ilectiely�Redlands �,Cas the
"1'arties.'g
REC'1T`AL�
WHER.I AS, City desires to engage the services to provide a wellness program
of FAI to
City's Fite Depastment� and
WHEREAS,FAI desire;to render Professional ellness �r �rarn services t��City ar�cl its Fire
Department employcesg
NOW, THEREFORE, in consideration of t��e rnut l Promises contained herein, TAI andC�`ity hereby agree as tbllows;
AGiREETE1vIT
Section 1. S� FAI shall provide, and/or cause to be provided, the wellness program
services described on Exhibit "A" (the, "Services") in Compliance with this Agreement and the
pzov's'"s Of Exhibit"R,"both Exhibits which are attachCd her o
refer'ncc�, to City and its Eire Department empl()vee.s. an din r�lted herein by,this
Section 2. Cor rrlin e �>ith Law [{Al shall cOmPlY with al federal, ;tate and local laws
90vernin ,or applicable to, FAT's prevision of the Services izrc I clip ,b��t not limited to,the Health
Portability and Acc=ountabilit °Act 42 U&C" 1320d et seq�
Section 3. Lees. For the Services prc�vicled lr€rcurlde r,City shall pay FAI the lees ids nt%Iie�l
in Exhibit "within thirty( U)day of receipt by City cit an invoice�om FAI. Any payment not
Made when due shall h::sub ec.T to a late charge of the lesser of one and one-half percent Ial,r2
per month(eighteen percent 0 %)per annum) or the maximum legal rate.
Section 4, 1� The term of this Agreement shall be rine 1
) year
T encing on the
ffective Date, unless this A -eement is terminated as provided far herein. This Agreement shall
automatically renew for a one (1) year term on each anniversary
tern7inated as provided herein. The maximum renewal term shall not exceed four year bates. i ,unless30)
days prior to each anniversary the Effective bate,FAT and Citv shall negotiate rates applicable to the
upcoming contract year.
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Section 5, Igrminan()n, "Diis Agreement may be terminated by either Party by giving thirtv
(30)days prior written notice to the other Party.
Section 6. (Condiion,ts of-- ,-ervice. The Services to he provided under this Agreement are
subject to condition that the City understands and agrees to convey to its employees that 1=AI's
welfriess program -services are designed to augment, but not to replace or be a substitute for, the
relationship between each City employee and his or her personal physician.
Section 7. Insurance and Indemnification All insurance required by this Agreement shall
be maintained by FAI for the duration of this Agreement and shall be primary with respect to City
and non-contributing to any insurance or self-insurance maintained by City. FAI shall not pe rfo
rm
any Services pursuant to this Agreement unless and until all required insurance listed below is
obtained by FAI. FAI shall provide City with Certificates of Insurance and endorsements evidencing
,such insurance prior to commencement of the Services. All insurance policies shall include a
provision prohibiting cancellation of the poli
City, ey except upon thirty(30)days prior written notice to
A. FAI shall secure and maintain Workers' Compensation and Employcr's Liability
insurance throughout the duration of this Agreement in amounts which rnect statutory
requirements with an insurance carrier acceptable to City.
R FAI expressly waives all rights to subrogation against City, its elected officials,
employees and -volunteers for josses arising from work rverfornicd by FAI for City by
expressly waiving FAI's immunity for injuries to FAI's employees and agrees that the
obligation to indemnify,defend and hold han-rdess provided for in this Agreement extends
to any claim brought ley car on behalf of any employe-e of FAL Flus waiver is mutually
negotiated by the Parties. 'flus waiver shall not apply to any drunage resulting from the,
Ileglil-Y.'ence of City,its agents and employees, To the extent any of the damages referenced
herein were caused by or resulted from the concurrent negligence of City, its agents or
employees,the obligations provided herein to indcuhfy,defend and hold harmless is valid
and enforceable only to the extent of the negligence of FAI, its officers, agent,-; and
employec&
Section'7.1 FAI shall secure and maintain in force throughout the duration ofthis Agreement
comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of
OnelMillion Dollars(S 1,000,000)per occurrence and Two Million Dollars($2,000,00O)aggregate
for public liability, property damage and personal injury is required. FAI shall obtain an
endorsement that City shall be named as an additional insured.
Section 7.2 FAI, shall secure and maintain professional liability,insurance throughout the
duration of this Agreement in the amount of One Million Dollars(S 1,000,000)per occurrence and
Two Million Dollars($2,000,000)annual aggregate.
aisal[tic,3!Wi(J6
`section 7.3 FAT shall have business auto liability coverage, with minirrmum limits c'f Eine
Million Dollars (S 1,000,000)per occurrence, combined sh Llle limit for bodily injury liability and
property daana e liability. "1 his coveraie shall include all FAI—owned vehicles used in coo rie tion
with the Senices,hired and non-owrried vehicles,and ernployc e non-o�•¢ners ip vehicles. l`AI shall
obtain an endorsement that City shall be named.as an additional inured.
Section 7.4 FAI is expressly prohibited frau assigning any of the Services without the
express prior written,consent of City. In the event of mutual agreement by the Parties to assign a
portion of the Services,FAI strati addthe assignee as an additional insured and provide City with the
insurance endorsements prior to any Services beim;perfimrmed by the assignee. Assignment does
not include printing or other customary reimbursable expenses that may be provided for in this
Agreement.
Section 7.5 FAI shall defend., ind=rrify and hold harmless City, its elected officials,
Officers. employees and agents, from ancd against any and all actions, claims, demands, lawsuits,
losses and liability,for damages to persons or property,including coasts orad attorraeys'fees,that may
be asserted or claimed by any person., firm, entity, corporation, political subdivision or other
organi zation arising out of or in connection with F. I`s negligent and!or intentionally wrongful acts
or omissions under this Agreement; but excluding such actions, claims, demands, lawsuits and
liability forclama stop aso sorp
ropertyarising from the negligence orintentionallywrongful acts
Of City, its officials, esaraploye- s or agents.
Section S. Ni tice; . Any and all notices or other communications required Or permitteael
hereunder, or by law, to be served on, or given to, either Party shall be in writing and shall be;
deerned to have been duty given if delivered or mailed, first class mail, registered or c;trtifiecl,
postage prepaid to such Party at such Party's address ss as set forth below,
Section 9. Assi moL This Agreement shall not be rassi=nod by either r Party without th
prior written consent of the other Party,
Section 10. hin—ti—re—AVeentent, This Agreement supersedes any,and all other agreements,
ments,
whether verbal or written,between the Parties s with respect to the subject matter hereof and no other
agreement, statement or promise relating to the subject matter of this Agreernent which is not
contained herein shall be valid or binding.
Section I I. Successors and Asci ns Subject to the section regarding; assignment, this
Agreement shall be binding on the successors and assigns of the Parties.
Section 12. Attornqvs' Egg In the event any action is commenced to enforce or interpret
the terms or understanding of this Agreement,in addition to such other relief as may be granted,the
prevailing Tarty shall be entitled to recover actual court costs and its reasonable attorneys' fess,
including fees for in-house counsel of the Parties at rates prevailing in San Remardino County,
Califortaia.
Section 13. Sleverability, It is agreed that if any temis., conditions or Provisions of this
I L
agree mentshall be illegal or unenforceable,the remaining Agreement provisions of this remain in
fijil force and effect,if both the economic and legal substance of the transactions that this Agrreement
contemplates are not affected in any manner ntaterially adverse to either Party,
S Wion 14. Waiver. The waiver by either Party of any breach ofany term, condition or
provision of this Agreement shall not be dcvmed a waiver of such tern, condition or provision or
wry subsequent breach of the same or of any other term,condition or provision of this Agreement.
Section I$. Applicable Law, This AgTeement shall be governed by the laws of the State of
Califtimia,
IN WITNESS WHEREOF, the Parties here-to have executed the A greeme nt on the day arad
year first above written,
City of Redlands Fitness Appraisal, Inc.
P.6. Box 2005 P.O. Box 250
Redlands, CA 92373 Vista- CA 92085
A
ayor, City of Redlands Robert Antonacci
President
A-TTEST;
i ty Clerk-
DINWAgrecTifncss Apprai-;&J lncg/14AIM? 4
EXHIBI'T A
PROGRAM SERVICES
1. Lifestyle Questionnaire
2. Blood Profile
• Glucose 0 Calcium * Alkaline
• BUN * Phosphorus Phosphates
• Creatinine * Sodium * LOH
• Cholesterol * Potassium * SGOT/AST
• HDL * Chloride * SGPT/ALT
• LDL Uric Acid a Globulin
• Triglycerides Total Protein * A/G Ratio
• Total Bilirubin Albumin * Chol/HDL Ratio
3. Resting Blood Pressure& Heart Rate 0 GGT
4. Height&Weight
5. Respiratory Assessment(Pulmonary Function)
0 FVC
0 FEV1
6. EKG Monitored Sub-Maximal Treadmill Exercise Test
7. Body Composition Analysis- (skinfolds& hydrostatic)
8. Lower Back Flexibility Assessment-A series of back flexibility measurements in the
lower back, hamstrings and hip flexor(back pain prevention)
9Grip Strength-Utilizing a grip hand dynamorneter
10. Two Minute Abdominal Curls Test
11, Maximum Push-Up Test
12. Vertical Jump
13. Muscular Strength& Muscular Endurance Age, Body Type Age, Flexibility
Age, Cardiovascular Age & Overall Physical Fitness Age
14. Physical Performance Standards Score
I$, Computerized Reports And Consultation
• Reports on screening parameters
• Heart disease risk reduction profile
• Back injury and pain prevention program
• Exercise program recommendations (strength, cardiovascular&flexibility)
Nutrition recommendations
16.Corporate Summary Report
Group summary analysis displaying average scores, number of participants in
high risk ranges and overall recommendations,
ADDITIONALOPTIONAL SERVICES:
1. Medical Questionnaire F61'Res pirttor Clear rice
2. PSA For Males 40 And Over
3. CRP Blood Profile
4. Hearing And Vision
EXHIBIT B
PRICE SCHEDULE
City shall pay FAT $195-00/participantibr services listed in Exhibit A 1-16,
OPTIONAL SERVICES:
If optional services mre selected, City shall pay FAT according to diefollowhig schedule:
$55.00 each for PSA screening for niales 40 and over.
$65.00 each for CRIscreen-1119,
$40,00 each for heaiing/NIslunscrcening
$10.00 each for kledical Questiomaim For Respirator Usage A dministreation.
lam 1III IT—B"
I'--'xcept as othervvise provided in this Agreement. FAI may use or disclose Protected H-alth
Information to perform functions, activities, or services for or on behalf of the City of Redlands
("City"), as specified in this Agreement and in the attached WellnessTitness Program Services
Agreement, provided such w or disclosure does not violate~the Health insurance Portability And
Accountability Act(HIPAA),42 U.S.C. 13210d et seq.,and its implementing regulations, including
but not limited to, 45 Code of Regulations Parts 160, 162 and 164, hereinafter referred to as the
Privacy Rule.
1. Obligations and Activities of FAL
A. FAI shall not use or further disclose Protected Flealth Inforniation other than as
permitted or required by this Agreement or as required by law,
13. FAI shall implement administrative.physical and technical safeguards to:
L Prevent use or disclosure of the Protected Health Infortriation other than as
provided forby this Agreement.
71, Reasonably and appropriately protect the confidentiality, integrity and
availability of the electronic Protected Health Information that. it creates,
receives,maintains or transinits on behalf of the City.
FAI shall mitigate,to the extent practicable.MY harn-J-41 effect that is known to FAI
11
01 a use or disclosure of Protected Health Information by FAI in violation of the
requirements of this Agreement.
1), FAI shall report to the City any use or disclosure of the Protected Health fnio 1-niation
nc,)t provided for by this Agreement oi'which it becoinesawarc,
E. FAI shall ensure that any agent, including a subcontractor, to ~~horn it provides
Protected flealthlitformation received from,or created or received by FAI on behalf
of the City,shall comply with the same restrictions and conditions that apply through
this Agreement to FAI with respect to such infon-nation.
F. FAIshall provide access to Protected Health Information in a Designated Record Set
to the City or to an Individual,at the request or direction of the City and in the time
and manner designated by the City, in order to meet the requirements of 45 CFR
164.524.
G FAI shall make any amendment(s) to Protected Health Information in a Designated
Record Set that the City directs or agrees to pursuant to 45 CFR 164.526,in the time
and manner designated by the City.
Fitness ExhNt 13
1-1, FAI shall make internal practices, books, ajid records, including Policies and
procedures and Protected Health Information, relating to the use and disclosure of
Protected Health Information received from,or created or received by FAI oil behalf
of,the City available to the :its..and/or to the Secretary 1161-the 1_,:S. Department -of
Health and Hurnwi Services, in a time and manner designated by the City or the
Secretary,for purpose,,,of the Secretary determining the Cityls compliance with the
Privacv Rule.
0
1. F.M. shall document such disclosures of Protected Health Information and
information related to such disclosures as would be required for the City to respond
to a request by an Individual for aai accounting of disclosures of Protected Health
Information in accordance with 45 CFR 164.528.
J. FAI shall provide to the City or an individual,in time and manner designated by the
City,infonnatioar collected in accordance with provision(1),above,to permit the City
to respond to a request by the Individual for an accounting of disclosures of Protected
flealth Information in accordance with 45 CFR 164-;Q8,
K. Upon termination of this Agreement, FAT shall return all Protected Health
Information required to be retained(and return or destroyall other Protected Health
information)received from the City,or created or received by the FAI on behalf of
the City. In the event the KAI determines that returning the Protected Health
Information is not feasible. FAI shall provide the City with notification of the
conditions that make return not feasible,
it, Specific Use and Disclosure Provisions,
A. Except as otherwise limited in this Agreement, FAT may use Protected flealth
Inioralation for the proper management said administration of F'Al or to carry out the
legal responsibilities.of FAT.
BExcept as otherwise limited in this Agreement. FAI may disclose Protected Health
Information for the proper management and administration of the FAL provided that
disclosures are required by law,or FAT obtains reasonable assurances from the Person
to whom the information is disclosed that, it will remain confidential and used or
further disclosed only as required by law for the purpose for which it was disclosed
to the person, and the person notifies FAT of any instances of which it is aware in
which the confidentiality of the information has been breached,
Except as otherwise limited in this Agreement, FAT may use Protected Health
Information to provide Data Aggregation services to the City as permitted by42 CFR
164.504(e)(2)(i)(B).
tri-i Frmi'mess Fitnwss;Vxhibft B
D. FAI may use Protected Health Information to report violations of law to appropriate
Federal arid State authorities, consistent with 42 CYR 164.502(jj)(I).
Ill. Obligations of the Cilv.
I
A. The City shall notify FAI of any limitation(s)in its notice of privacy practices of the
City in accordance with 45 CFR 164.520 to the extent that such limitation may affect
FA.Ps use of disclosure of Protected Health Information.
B. The City shall notify FAI of' any changes in, or revocation of, permission by
individual to use or disclosure Protected Health Information,to the extent that such
changes may affect FAI's use or disclosure of Protected Health Information.
C. The Cit-Y shall notify FAI of any restriction to the use or disclosure of Protected
Health Inforrnatiort that the City has agreed to in accordance with 45 CFR 164.522,
io the extent that such restriction may atTect FAI's use or disclosure of Protected
Health Information,
IV. General Provisions-
A, Remedies, FAI agrees that the City shall be entitled to seek immediate injunctive
relief as well as exercise all other rihts and rernedies%&--inch the Cliv,may have at law
or equity in the event of an unauthorized use or disclosure of'Protected Health
Information by FYV or any agent or subcontractor of FAI that received Protected
Health Information from `Al.
H. Ownership, The Protected Health Information shall be and remain the property of
the City. FAJ agrees that it acquires no titlt or rights to the Protected Health
I
Information.
C. Regulatory References. A reference in this Agreement to a section in the privacy
Rule means the section as in effect or as arrwrided.
Amendment. '11he parties agree totake such action as is necessary to amend this
Agreement from time to time as is necessan, for the City to comply with the
requirements of the Privacy Rule and the'Flealth Insurance Portability and
Accountability Act of 1996,Pub. L No. 104-191.
E, Interpretation. Any ambiguity in this Agreementshall be resolved to permit the City
to comply with the Privacy Rule.
W?A`Agre�-'Welhess Fftzi,�ss Ex Nbit R