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HomeMy WebLinkAboutFD Employee Health Services 2016Employee Health Services Agreement by and between Marin Healthcare District And Marin General Hospital and San Rafael Fire Department Lt-9-WVP CORPORATE HEALTH SERVICES AGREEMENT THIS CORPORATE HEALTH SERVICES AGREEMENT ("Agreement") is entered into as of July 1, 2016 by and between Marin Healthcare District, dba, Cardiovascular Center of Marin, a political subdivision of the State of California ("MHD"), Marin General Hospital, a California nonprofit corporation ("MGH") and San Rafael Fire Department ("Client"). MHD, MGH and Client are sometimes referred to in this Agreement as a "Party" or, collectively, as the "Parties." RECITALS A. MHD provides corporate health and wellness services to employers for the benefit of their employees, including physician exam services. B. MGH provides outpatient diagnostic testing equipment and services. C. Client currently employs approximately 69 employees and desires to provide health and wellness services for its employees. D. MHD, MGH and Client desire to enter into this Agreement for purposes of providing Client's employees with onsite health and wellness services. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: AGREEMENT ARTICLE I. MHD'S OBLIGATIONS 1.1. Professional and Technical Services. MHD and MGH shall provide to Client those services set forth on Exhibit 1.1 ("Services"), upon the terms and subject to the conditions set forth in this Agreement. 1.2. Personal Services. This Agreement is entered into by Client in reliance on the professional skills of MHD/MGH. MHD/MGH shall be solely responsible for performing the Services and otherwise fulfilling the terms of this Agreement, except as specifically set forth in this Agreement. Client shall have the right to observe and review MHD/MGH in the performance of the Services in order to be assured of MGH'MHD's compliance with the terms and conditions of this Agreement. 1.3. Time Commitment. MHD'MGH has agreed to provide the Services in accordance with the schedule set forth on Exhibit A. 1.4. Inabilitv to Provide Service. In the event that MHD/MGH is unable to provide Services due to unforeseen events, MHD/MGH will make every effort to reschedule the Services at a time mutually convenient for MHD'MGH and Client. However, MHD`MGH shall not be liable for delays in Service beyond its reasonable control, and not otherwise due to its fault or negligence. 1.5. Release. MHD/MGH shall require all Client employees and participants to complete necessary consent and release of liability forms prior to providing the Services. ARTICLE II. CLIENT'S OBLIGATIONS 2.1. Space. Client shall, at its sole cost and expense, furnish for the use of MHD'MGH during the term of this Agreement, adequate space, as determined by Client and approved by MHD/MGH, as required for the performance of the Services. The specifications with respect to such space shall be set forth in Exhibit 1. 1, if applicable. 2.2 Cancellation Notice. In the event Client intends to cancel the Services requested for a particular date, Client shall provide no less than seven (7) days notice of such cancellation. In the event Client provides MHD/MGH less than seven (7) days' notice of such cancellation, Client will be charged a cancellation fee equal to fifty percent (50%) of the fee for the specific Services being cancelled. 2.3 Emer2encv and Safetv. Client shall provide to MHD/MGH, in advance of the date on which Services are to be performed, an exit and evacuation procedure for each event. 2.4 Use of Client Name and Loeo for Marketine. Client hereby agrees that MHD/MGH may use, at no charge to MHD/MGH, Client's name and/or logo for marketing of MHD/MGH's Corporate Wellness Program on marketing materials such as electronic presentations, exhibit displays, and internal and external websites. ARTICLE III COMPENSATION 3.1. Compensation. Client shall compensate MHD MGH in accordance with the terms of Exhibit 2.1. 3.2. Invoice. MGH shall submit an invoice to Client on a monthly basis, setting forth the compensation due in accordance with the terms of this Agreement. Client shall forward its payment to MGH within 30 days of its receipt of MGH's invoice. Late payments will accrue interest daily at the rate of 1.5% per month or the maximum amount permitted by law, whichever is lower. Should the unpaid outstanding amount go to collection status, Client agrees to pay all additional fees (including attorney's fees) incurred by MGH to collect the outstanding amount from Client. 2 ARTICLE IV INSURANCE AND INDEMNITY 4.1. Professional Liabilitv Insurance. MHD:'MGH shall obtain and continuously maintain professional liability insurance coverage, in the amount of at least One Million Dollars ($1,000,000) per occurrence or claim and Three Million Dollars ($3,000,000) in the annual aggregate for the acts and omissions of MHD/MGH and its employees in providing Services to Client under the terms of this Agreement. 4.2. General Liabilitv Insurance. Client shall obtain and continuously maintain general liability insurance coverage, in the amount of at least One Million Dollars ($1,000,000) per occurrence or claim and Three Million Dollars ($3,000,000) in the annual aggregate for the acts and omissions of Client and its employees as related to the Services performed under the terms of this Agreement. 4.3. Indemnification by Client. Client shall indemnify, defend and hold harmless MHD/MGH against: (a) any and all liability arising out of Client's failure to comply with the terms of this Agreement, and any injury, loss, claims, or damages arising from the negligent operations, acts, or omissions of Client or Client's employees relating to or arising out of the Services or this Agreement; and (b) any and all costs and expenses, including reasonable legal expenses, incurred by or on behalf of MHD/MGH in connection with the defense of such claims. 4.4. Indemnification by Ml1D/MGH. MHD/MGH shall indemnify, defend and hold harmless Client against: (a) any and all liability arising out of MHD'MGH's failure to comply with the terms of this Agreement, and any injury, loss, claims, or damages arising from the negligent operations, acts, or omissions of MHD.!MGH or its employees relating to or arising out of the Services or this Agreement; and (b) any and all costs and expenses, including reasonable legal expenses, incurred by or on behalf of Client in connection with the defense of such claims. ARTICLE V RELATIONSHIP BETWEEN THE PARTIES 5.1. Independent Contractor. MHD; MGH is, and shall at all times be, an independent contractor with respect to Client in meeting MHD/MGH's responsibilities under this Agreement. Nothing in this Agreement is intended nor shall be construed to create a partnership, employer-employee or joint venture relationship between MHD/MGH and Client. 5.2. No Benefit Contributions. Client shall have no obligation under this Agreement to compensate or pay applicable taxes for, or provide employee benefits of any kind (including contributions to government mandated, employment-related insurance and similar programs) to or on behalf of, MHD/MGH or any other person employed or retained by MHD'MGH to perform Services pursuant to this Agreement. ARTICLE VI TERM AND TERMINATION 6.1. Term. This Agreement shall become effective on July 1, 2016 (the "Effective Date"), and shall continue until June 30, 2018 (the "Expiration Date") subject to the termination provisions of this Agreement. 6.2. Termination without Cause by Either Partv. Either MHD MGH or Client shall have the right to terminate this Agreement, without cause or penalty, upon thirty (30) days prior written notice to the other Party. ARTICLE VII GENERAL PROVISIONS 7.1. Amendment. This Agreement may be modified or amended only by mutual written agreement of the Parties. Any such modification or amendment must be in writing, dated, signed by the Parties and attached to this Agreement. 7.2. Dispute Resolution. In the event of any controversy or dispute related to or arising out of this Agreement, the Parties agree to meet and confer in good faith to attempt to resolve the controversy or dispute without an adversary proceeding. If the controversy or dispute is not resolved to the mutual satisfaction of the Parties within five (5) business days of notice of the controversy or dispute, the Parties agree to waive their rights, if any, to a jury trial and pre-trial discovery, and to submit the controversy or dispute to arbitration, which shall be conducted in Marin County, State of California. The Parties shall select the arbitrator within ten (10) calendar days after the end of the five (5) day period referenced in the foregoing sentence. If the Parties are unable to agree on an arbitrator, either Party may petition the American Arbitration Association (the "Arbitration Company") for the appointment of an arbitrator according to the procedures for such appointment provided under the Arbitration Company's rules for commercial arbitration. The arbitration shall commence within a reasonable time after the claim, dispute, or the matter in question has arisen, and in no event shall it commence after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matters in questions would be barred by the applicable statute of limitations. The arbitration shall be conducted in a summary manner upon written briefs of the parties if the arbitrator believes that such summary procedure will be adequate to resolve all contested issues fairly. The Parties shall submit their briefs to the arbitrator within fifteen (15) calendar days following selection of the arbitrator. The arbitrator shall not be required to observe or carry out formalities or usual procedures such as pleadings or discovery or the strict rules of evidence. The arbitrator shall decide all matters submitted to him or her within twenty-one (21) calendar days following the arbitrator's receipt of briefs or conclusion of any necessary hearings. The parties reserve the right to contest the arbitrator's decision and to appeal from any award. This agreement to arbitrate shall be specifically enforceable. 7.3. AssiLynment. Except for assignment by MHD/MGH to an entity owned, controlled by, or under common control with MHD'MGH, neither Party may assign any interest or obligation under this Agreement without the other Party's prior written consent. Subject to 4 the foregoing, this Agreement shall be binding on and shall inure to the benefit of the Parties and their respective successors and assigns. 7.4. Attornevs' Fees. If either Party brings an action for any relief or collection against the other Party, declaratory or otherwise, arising out of the arrangement described in this Agreement, the losing Party shall pay to the prevailing Party a reasonable sum for attorneys' fees and costs actually incurred in bringing such action, including fees incurred in arbitration, at trial, on appeal and on any review therefrom, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorneys' fees and costs incurred in enforcing such judgment. For the purpose of this Section, attorneys' fees shall include fees incurred in connection with discovery, post judgment motions, contempt proceedings, garnishment and levy. 7.5. Choice of Law and Venue. This Agreement shall be construed in accordance with and governed by the internal laws of the State of California, except choice of law rules that would require the application of the laws of any other jurisdiction. Venue shall be in Marin County. 7.6. Confidentiality. Neither Party shall disclose any of the terms of this Agreement to any person or entity, other than its attorneys and accountants, without the prior written consent of the other Party, unless and only to the extent such disclosure is required by law. 7.7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 7.8. Entire Agreement. This Agreement is the entire understanding and agreement of the Parties regarding its subject matter, and supersedes any prior oral or written agreements, representations, understandings or discussions between the Parties. No other understanding between the Parties shall be binding on them unless set forth in writing, signed and attached to this Agreement. 7.9. Exhibits. The attached exhibits, together with all documents incorporated by reference in the exhibits, form an integral part of this Agreement and are incorporated into this Agreement wherever reference is made to them to the same extent as if they were set out in full at the point at which such reference is made. 7.10. Force Maieure. Neither Party is liable for nonperformance or defective or late performance of any of its obligations under this Agreement to the extent and for such periods of time as such nonperformance, defective performance or late performance is due to reasons outside such Party's control, including acts of God, war (declared or undeclared), action of any governmental authority, riots, revolutions, fire, floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes, storms, sinkholes, epidemics, strikes or similar nonperformance or defective performance or late performance of employees, suppliers or subcontractors. 7.11. Headines. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. 6 7.12 Notices. All notices or communications required or permitted under this Agreement shall be given in writing and delivered personally or sent by United States registered or certified mail with postage prepaid and return receipt requested or by overnight delivery service (e.g., Federal Express, DHL). Notice is deemed given when sent if sent as specified in this paragraph, or otherwise deemed given when received. In each case, notice shall be delivered or sent to: If to Marin Healthcare District, addressed to: Marin Healthcare District 100B Drakes Landing Road, Suite 250 Greenbrae, CA 94904 Attention: Lee Domanico, Chief Executive Officer If to Marin General Hospital, addressed to: Marin General Hospital 250 Bon Air Rd Greenbrae, CA 94904 Attention: Jon Friedenberg, Chief Administrative Officer If to Client, addressed to: San Rafael Fire Department 1039 C Street San Rafael, CA 94901 7.13. Severabilitv. If any provision of this Agreement is determined to be illegal or unenforceable, that provision shall be severed from this Agreement, and such severance shall have no effect upon the enforceability of the remainder of this Agreement. 7.14. No Third -Party Beneficiary RiLyhts. The Parties do not intend to confer and this Agreement shall not be construed to confer any rights or benefits to any person, firm, group, corporation or entity other than the Parties. 7.15. Trade Secrets. During the term of this Agreement, Client may have access to and become acquainted with confidential information and trade secrets of MHD/MGH ("Trade Secrets"). All Trade Secrets are the property of MHD/MGH and used in the course of MHD/MGH's business, and shall be proprietary information protected under the Uniform Trade Secrets Act. Client shall not disclose to any person or entity, directly or indirectly, either during the term of this Agreement or at any time thereafter, any Trade Secrets, or use any Trade Secrets other than with the express written approval of MHD/MGH. 7.16. Waiver. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any 2 waiver granted by a Party must be in writing, and shall apply solely to the specific instance expressly stated. The Parties have executed this Agreement on the date first above written. MGH: By: It MIID: CLUNT: By: Jim Schutz Its: City Manaqer, City of San Rafael I 7 Exhibit 1.1 SERVICES 1. MGH shall provide the following Services to Client: Provide EKG and 'or treadmill tests ?. MHD shall provide the following Services to Client: Each test will include an examination by a cardiologist. 3. The Services shall be performed at the following location: MGH/MHD's cardiac testing location located at 75 Rowland Way, Suite 101, Novato, CA 94945. 3. The Services shall be performed at the following time(s): The Services shall be performed during normal business hours: 8:00-5:00, Monday through Friday. 4. MIID shall provide the following number of staff members to perform the Services: The Services shall be performed by a Cardiovascular Center of Marin cardiologist and a technologist. Exhibit 2.1 COMPENSATION MHD shall be compensated as follows for the performance of the Services: EKG/Treadmill Testine — Approx. 69 participants. CPT code 93005 = $250.00 and CPT code 93017 $325.00. Testing includes examination by a cardiologist. Results/Education provided immediately upon completion of test. 2. MGH will send an invoice to Client at the end of each month setting forth the amount due for the preceding month. Payments shall be made payable mailed to: Marin General Hospital LB # 7000179986 PO Box 45089 San Francisco, CA 94145-0089 4. Payments shall be made to MGH within 30 days after receipt of invoice. MGH will allocate payments received from Client as a global fee to that portion of the fee due MHD for its physician services and shall remit such sum to MHD. MO 195007/4827-7996-1400-1 Exhibit 2.1-3 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Fire Project Manager: Robert Sinnott Extension: 5067 Contractor Name: Marin General Hospital Contractor's Contact: Mary Freidman Contact's Email: Mary.Friedman@maringeneral.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step 1 RESPONSIBLE DEPARTMENT Project Manager 2 I City Attorney 4 I Project Manager Project Manager PRINT 5 Project Manager 6 City Attorney 7 City Attorney 8 City Manager/ Mayor 9 City Clerk DESCRIPTION a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor Forward three (3) originals of final agreement to contractor for their signature When necessary, * contractor -sinned agreement agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Public Works Contract > $125,000 Date of Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE 7/7/2016 7/5/2016 7/7/2016 7/7/2016 7/8/2016 N/A Or Click here to enter a date. 12/9/16 l r3 -/G REVIEWER Check/Initial N LKG N N LG i7 LKG N RS kk te— 'SL .