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HomeMy WebLinkAboutPREVENTATIVE HEALTH NOW - CONTRACT - AGREEMENT MISC - PREVENTATIVE HEALTH NOWPage 1 of 7 This contract for on-site biometric screens and wellness services (the “Agreement) is entered into by and between City of Fort Collins, a Colorado municipal corporation (“City”), and Preventive Health Now, LLC (hereinafter referred to as “PHN”). City of Fort Collins and PHN do mutually agree as follows: 1) Term of Agreement: This Agreement shall become effective upon signature of both parties (the “Effective Date”) and is in effect for the on-site biometric screens and wellness services PHN will provide for the City. This Agreement shall expire one (1) year from the Effective Date. At the City’s discretion, the Agreement can be extended for four (4) additional one (1) year terms. 2) Payment/Pricing: Included with screenings: a) Biometric measurements: Blood pressure, pulse, height, weight and Body Mass Index calculation b) Blood draw c) Online scheduling d) Employee report: Results sent confidentially to employee along with health risk analysis and definitions of lab tests. City may include a one page cover page with results delivery. e) Biometric City report: Aggregate report to the City that provides overall participation results, comparisons to national averages and health risk analysis (must have 25 total participants to receive biometric aggregate). f) Critical value calls: Lab will notify participant immediately when any levels reach “critical value”. g) On-site medical examiners: Professional medical examiners performing the screenings on-site. h) Data file provided to Marathon Health i) City to provide Eligibility file that includes first name, last name, DOB and Member ID#. 3) Insurance Requirements: See Attachment 1, attached hereto and incorporated herein by this reference. 4) Billing: PHN will invoice City for all services provided. City agrees to pay invoice within 30 days. Chem Panel/CBC blood draw (venipuncture) $38/participant Fee if minimum of 20 participants is not met at on-site screening event $275 Management of Physician Form $15/participant Utilization of a walk-in LabCorp facility Additional $30 fee on top of screening fee DocuSign Envelope ID: 4CEFE8CC-1DBF-48D2-9863-5230E57FCBB0 Page 2 of 7 5) Cancellation: City may cancel an event up to 2 weeks prior to the event date at no charge. If City cancels an event within 2 weeks of an event date, City agrees to pay PHN a $500 cancellation fee. 6) Non-Disclosure Obligations: See Attachment 1. 7) Liability: See Attachment 1. 8) Mandatory Illegal Aliens Provision For Public Contract For Services: See Attachment 1. 9) Other Terms. The parties agree to those additional terms set forth in Attachment 1. These terms are agreed upon by the following company representatives: PREVENTIVE HEALTH NOW, LLC CITY OF FORT COLLINS, a Colorado municipal corporation Brett Shrewsbury Gerry Paul Purchasing Director TITLE TITLE DATE DATE APPROVED AS TO FORM: ATTEST: DocuSign Envelope ID: 4CEFE8CC-1DBF-48D2-9863-5230E57FCBB0 11/20/2017 GM No new insurance required Assistant City Attorney 11/20/2017 City Clerk Page 3 of 7 Attachment 1 to City of Fort Collins Wellness Agreement The following terms are incorporated into the City of Fort Collins Wellness Agreement between the City and Preventative Health Now, LLC (“PHN”). 1. Independent Contractor. The services to be performed by PHN are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of PHN’s compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 2. Subcontractors. PHN may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the PHN. 3. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the PHN and that this Agreement shall be considered as an agreement for personal services. Accordingly, the PHN shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 4. Warranty. PHN warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. 5. Confidentiality of Participant Records. a. Access to Participant Information. PHN acknowledges and agrees that in the course of performing its duties under this Agreement, PHN and/or their agents may acquire or obtain access to or knowledge of health records or other personal and confidential information regarding City employees. b. Safeguard of Information. PHN and their agents will safeguard all health records and other personal and confidential information to ensure that the information is not improperly disclosed and to comply with all applicable laws, rules or regulations, including, but not limited to, regulations promulgated by the United States Department of Health and Human Services, pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as the same may be amended from time to time (collectively the “HIPAA Regulations”), the Health Information Technology for Economic and Clinical Health (HITECH) Act, and other federal and state regulations governing the confidentiality of health information, including without limitation mental health, substance abuse and HIV-related information. Individual electronic medical DocuSign Envelope ID: 4CEFE8CC-1DBF-48D2-9863-5230E57FCBB0 Page 4 of 7 record information is the property of PHN, subject to each employee’s rights to his/her individual medical information. c. Granting of Access. PHN will afford access to employee’s health records or personal and confidential information to other persons only as allowed or required by law or regulation. PHN shall not grant access to patient records, patient information, and other personal and confidential data to any individual or to the City. 6. Confidentiality of Business Information. a. Restriction of Use; Confidentiality. Each of the Parties agrees not to use any Confidential Information (as defined below) for any purpose other than to accomplish the intent of this Agreement. No other rights or licenses to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement. Confidential Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Each Party agrees to keep all such Confidential Information confidential and, at a minimum, treat this Confidential Information in the same confidential manner it would treat its own most confidential information, and shall not disclose it to others or use it for any purpose except as required to accomplish the intent of this Agreement. b. Confidential Information. For purposes of this provision, the term “Confidential Information” shall mean any business practices, methods of doing business, or written or electronic materials relating to its business and shall also include without limitation any written material of the type that is proprietary, including, without limitation, software programs, technical information, patent applications, patent disclosures, prototypes, samples, business apparatus, forms of reports, know-how, and other materials marked “confidential”, or confidential information disclosed verbally if set forth in a writing which is provided to the recipient within 15 days of verbal disclosure thereof. Confidential Information shall not, however, include information that recipient can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to recipient; (ii) becomes publicly known and made generally available after disclosure to recipient through no action or inaction of recipient or its affiliates; or (iii) is in the possession of recipient, without confidentiality restrictions, at the time of disclosure as shown by recipient’s files and records immediately prior to the time of disclosure. Nothing in this Agreement shall be deemed to prohibit recipient from disclosing any Confidential Information that is (i) required by law to be disclosed, including, without limitation, any and all such Confidential Records the Client is required to publicly disclose under the Colorado Open Records Act (CRS §24-72-200.1, et. seq.) or (ii) pursuant to the written consent of the disclosing Party. 7. Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado to the extent not preempted by federal law. Venue for any judicial action to interpret or enforce the provisions of this Agreement shall only be in Larimer County District Court for the Eighth Judicial District of Colorado. 8. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., PHN represents and agrees: DocuSign Envelope ID: 4CEFE8CC-1DBF-48D2-9863-5230E57FCBB0 Page 5 of 7 a. As of the date of this Agreement: i. PHN does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and ii. PHN will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. PHN shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. PHN is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If PHN obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, PHN shall: i. Notify such subcontractor and the City within three days that PHN 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 this section the subcontractor does not cease employing or contracting with the illegal alien; except that PHN 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. e. PHN shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If PHN violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, PHN shall be liable for actual and consequential damages to the City arising out of PHN’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if PHN violates this provision of this Agreement and the City terminates the Agreement for such breach. DocuSign Envelope ID: 4CEFE8CC-1DBF-48D2-9863-5230E57FCBB0 Page 6 of 7 9. Indemnification and Insurance. a. PHN agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. PHN shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of PHN's obligations hereunder, PHN shall provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, PHN shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of PHN, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due PHN under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on PHN 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: i. Workers' Compensation & Employer's Liability. PHN shall maintain during the life of this Agreement for all of PHN's employees engaged in work performed under this agreement: 1. Workers’ Compensation insurance with statutory limits as required by Colorado law. 2. Employer’s Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. ii. Commercial General & Vehicle Liability. PHN shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of DocuSign Envelope ID: 4CEFE8CC-1DBF-48D2-9863-5230E57FCBB0 Page 7 of 7 insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, PHN shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 4CEFE8CC-1DBF-48D2-9863-5230E57FCBB0 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC JECT PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD JROMERO 11/20/2017 PREVHEA-01 A 34SBWVR0529 A 34WEGBL0941 A 34SBWVR0529 B 0100053000-0 100,000 500,000 100,000 4,000,000 2,000,000 4,000,000 10,000 300,000 2,000,000 2,000,000 X X X X X X B 0100053000-0 07/01/2017 07/01/2018 07/01/2017 07/01/2018 04/10/2017 06/19/2017 07/01/2017 07/01/2018 07/01/2017 07/01/2018 City of Fort Collins is included as an Additional Insured with respect to General Liability and Auto Liability as required by written contract. COPIC Financial Service Group 7351 East Lowry Blvd, Suite 400 Denver, CO 80230 (720) 858-6280 (720) 858-6281 City of Fort Collins PO BOX 580 Fort Collins, CO 80522 Preventive Health Now, LLC 7406 S. Pontiac Way Centennial, CO 80112 The Hartford Ethos Insurance Partners, Inc. X X Liability Aggregate 1,000,000 3,000,000 Professional Liabili Professional Liabili DocuSign Envelope ID: 4CEFE8CC-1DBF-48D2-9863-5230E57FCBB0