2014-019 WELLNESS PROGRAM ADMINISTRATOR SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this alo-day of 2014,
A.D., by and between the City of Clermont 685 West Montrose Street, Clermo Florida
(hereinafter referred to as "CITY"), and SOUTH LAKE HOSPITAL, INC., a Florida Not
for Profit Corporation, 1900 Don Wickham Drive, Clermont, FL 34711 (hereinafter
referred to as "ADMINISTRATOR").
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I - SCOPE OF WORK
The ADMINISTRATOR shall furnish wellness program administration, management
monitoring and development services as scheduled and on an agreed-upon basis as more
particularly in the bid documents and specifications entitled:
RFP No. 13-020 Wellness Program Administrator
as prepared by CITY and shall do everything required therein and by this Contract and
the other Contract Documents contained in the specifications, which are a part of these
Documents.
ARTICLE II - THE CONTRACT SUM
The CITY shall pay to the ADMINISTRATOR for the faithful, accurate and complete
performance of the services contemplated herein and based on authorized and approved
request for services as described in the Contract Documents, an amount as set forth in the
ADMINISTRATOR'S Price Schedule included and made a part of
ADMINISTRATOR'S response to RFP No. 13-020 and as set forth in Exhibit "A"
attached hereto and incorporated herein.
ARTICLE III - PROVISION OF SERVICES
1. The ADMINISTRATOR shall only provide to CITY services upon request and as
agreed to by the CITY'S City Manager and shall provide the services in the
manner and timeframe and as set forth in RFP No. 13-020.
2. ADMINISTRATOR, upon receipt of a request for service hereunder shall
immediately notify CITY if it has an issue or question related to the fulfillment of
the order or whether there will be any delay in providing the services requested.
3. It is expressly understood and agreed that the passing, approval and/or acceptance
of any repair services contemplated herein by CITY or by any agent or
representative as in compliance with the terms of this Contract shall not operate as
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a waiver by the CITY of strict compliance with the terms of this Contract and the
CITY.
4. ADMINISTRATOR specifically acknowledges that this Contract does not bind or
obligate CITY to purchase any minimum quantity of services at anytime dunng
the term hereof.
ARTICLE IV - PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents, and subject
to additions and deductions as provided, the CITY shall pay the ADMINISTRATOR
within thirty (30) days of the receipt of ADMINISTRATOR'S invoice, provided that
CITY has accepted the services that are subject to the invoice and CITY has not objected
to payment thereof. ADMINISTRATOR'S invoice shall specifically identify, to the
satisfaction of CITY, the services provided.
ARTICLE V—TERM
1. This Contract shall take effect upon the date that it is last executed by the parties
as set forth below and will continue in effect for one (1) year thereafter,
whereupon it shall automatically expire, unless renewed by CITY as provided
herein. CITY at its sole option shall, upon written notice to ADMINISTRATOR,
have the right to renew this contract for four(4) additional one(1) year terms.
2. Prior to completion of each exercised contract term, if the City gives written notice of
renewal to ADMINISTRATOR, then the pricing set forth on Exhibit A shall increase
according to the changes in the Consumer Price Index for Urban Wage Earners and
Clerical Workers, US City Average, all items, published by the Bureau of Labor
Statistics, United States Department of Labor (1982-84=100) (the "Index"). In the
event said Index ceases publication, the adjustment shall be determined by using the
Consumer Price Index for All Urban Consumers (all items) or, if not available, then
according to the index most comparable to the Index for All Urban Consumers as
reasonably selected by ADMINISTRATOR. The pricing subject to adjustment shall
be multiplied by a fraction of which the denominator shall be the Index for the month
prior to the commencement date or prior to the first day of the current year 1-year
period for which a CPI adjustment has been determined, as the case may be, and the
numerator of which is the Index for the last month of the contract year prior to the
first month of the next succeeding 1-year period for which such CPI adjustment shall
be required. ADMINISTRATOR shall submit to CITY a computational scheduled
reflecting the adjustment pursuant to the aforementioned formula within 30 days after
said Index shall be available. In the event of any delay in establishing the adjustment,
the CITY shall continue to pay the previous amount until the adjusted amount is
determined. In such event, the adjustment shall be retroactive to the beginning of the
renewal year. In no event after any adjustment shall the pricing be reduced below the
annual amount prescribed for the then current 1-year period of this Contract. The
adjusted pricing so determined shall become the base pricing for the succeeding
renewal period.
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Continuation of the contract beyond the initial period, and any option subsequently
exercised, is a CITY exclusive prerogative, and not a right of the
ADMINISTRATOR. This prerogative will be exercised only when such continuation
is clearly in the best interest of the City
ARTICLE VI—TERMINATION
Either party may terminate this Contract for cause at any time upon written notice to the
other party, and either party may also terminate without cause upon sixty (60) days
written notice to the other party.
ARTICLE VII— DISPUTE RESOLUTION - MEDIATION
1. Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary
arbitration or the institution of legal or equitable proceedings by either party.
2. The CITY and ADMINISTRATOR shall endeavor to resolve claims, disputes and
other matters in question between them by mediation.
3. The parties shall share the mediator's fee and any filing fees equally. The
mediation shall be held at Clermont City Hall, unless another location is mutually
agreed upon. Agreements reached in mediation shall be enforceable as settlement
agreements in any court having jurisdiction thereof.
ARTICLE VIII—INSURANCE AND INDEMNIFCIATION
1. ADMINISTRATOR shall provide the insurance as set forth in RFP 13-020 and
the Contract Documents.
2. To cover to the fullest extent permitted by law, the ADMINISTRATOR shall
indemnify and hold harmless the CITY and its agents and employees from and
against all claims, damages, losses and expenses, including but not limited to
attorney's fees, arising out of or resulting from the performance of the Scope of
Work hereunder, provided that any such claim, damage, loss or expense (1) is
attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property, and (2) is caused in whole or in part by any
negligent act or omission of the ADMINISTRATOR, any subcontractor, anyone
directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable, regardless of whether or not it is caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate, abridge,
or otherwise reduce any other right to obligation of indemnity which would
otherwise exist as to any party or person described in this Article. The
ADMINISTRATOR hereby acknowledges receipt of ten dollars and other good
and valuable consideration from the CITY for the indemnification provided
herein. Notwithstanding the above, CITY acknowledges that the
ADMINISTRATOR does not waive the limitations of tort liability as provided in
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Section 768.28 of the Florida Statutes, as applicable and amended from time to
time, and nothing in this Contract shall act as a waiver of the
ADMINISTRATIOR's entitlement to sovereign immunity as to tort claims as a
matter of statutory and common law.
ARTICLE IX -NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid, or by nationally recognized overnight
courier service to the address of the party set forth below. Any such notice shall be
deemed given when received by the party to whom it is intended.
ADMINISTRATOR: South Lake Hospital, Inc.
Attn: President
1900 Don Wickham Drive
Clermont, FL 34711
CITY : City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE X—MISCELLANEOUS
1. Waiver. The waiver by CITY of breach of any provision of this agreement shall
not be construed or operate as a waiver of any subsequent breach of such
provision or of such provision itself and shall in no way affect the enforcement of
any other provisions of this agreement.
2. Severability. If any provision of this agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision,
or part thereof, shall be deleted or modified in such a manner as to make the
agreement valid and enforceable under applicable law, the remainder of this
agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
3. Amendment. Except for as otherwise provided herein, this agreement may not be
modified or amended except by an agreement in writing signed by both parties.
4 Entire Agreement. This agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all
prior and contemporaneous agreements between the parties with respect to the
performance of services by ADMINISTRATOR.
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5. Assignment. This agreement is personal to the parties hereto and may not be
assigned by ADMINISTRATOR, in whole or in part, without the prior written
consent of city.
6. Venue. The parties agree that the sole and exclusive venue for any cause of
action arising out of this agreement shall be Lake County, Florida.
7. Applicable Law. This agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
8. Public Records. ADMINISTRATOR expressly understands records associated
with this project are public records and agrees to comply with Florida's Public
Records law, to include, to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does not
exceed the cost provided in this Florida's Public Records law or as otherwise
provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to
the CITY all public records in possession of the ADMINISTRATOR upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.
All records stored electronically must be provided to the CITY in a format that is
compatible with the information technology systems of the CITY.
ARTICLE XI CONTRACT DOCUMENTS
The Contract Documents, as listed below are herein made fully a part of this Contract as
if herein repeated.
Document Precedence:
1. Contract Agreement
2. All documents contained in RFP No.: 13-020 Wellness Program Administrator,
any and all addenda and amendments thereto and ADMINISTRATOR'S August
14, 2013 response thereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement one
ti
this OUP 1 day°ft./AA/WW1 s 2014.
Attest: City of Clermont
• !, `
4,`
Tracy Ackroyd, City `lerk 11, ;ray, Ci Manager
Date: Oa/a,(o/„,o
Attest: South Lake Hos ita Inc.
Erika'Lima, Executive Assistant John Moore, President
Date,
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EXHIBIT A
LiveWell Clermont Package
Below is the list of items to be provided to each City of Clermont Employee. The package
price of$8.10 per month, per employee is contingent upon the City agreeing to fund the
program. This will allow all employees access to the information needed to make the
lifestyle changes necessary to achieve wellness, resulting in reduced health care costs for
the City. Additionally,the LiveWell Fitness Center Membership is offered to City
Employees at$15 a month thru payroll deduction. Employees are eligible to join the
fitness center at any time while the program is in place, at the reduced cost.
Blood Work—Full Lipid Panel—3 times annually
- Cholesterol (HDH & LDL)
- Triglycerides
- Blood Glucose
Biometrics Testing!Tracking—3 times annually
- Height&Weight
- Body Composition
- Blood Pressure
- Resting Heart Rate
- Circumference Measurements
- Resting Metabolic Rate
Functional Movement Screens—3 times annually
- Deep Squat
- Shoulder Mobility
- Rotary Mobility
Nutritional Lectures
- 3 times annually held at 4 city locations
Lunch & Learn Exercise Sessions held in occupation specific locations
5 sessions annually
- Occupation specific
Movement Analysis(work site analysis)
- Job specific
Quarterly Education—One per quarter session held at 4 city locations
- Developed to manage identified employee trends
Employee Corporate Challenge—One challenge annually
- Fun employee team building activities designed to
keep everyone engaged, active and progressing toward
their wellness goals.
- May include 5 k(s), obstacle course and team relays at the
track and pool
Live Wel
F I T N E S S C E N T E R •
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Eligibility All employees of City of Clermont and their spouse and/or dependent children, ages 13-21,
may be considered for membership under these terms
II. Additional memberships available (see below). Spouses and dependents, age 13-21, can jom without the
eligible employee doming;given proper employee venfication is provided
III. Compensation: The urination fee of$50 per person will be waived Each City of Clermont employee's
LIVEWELL account shall be charged a rate of$15.00 as a monthly membership fee. Each eligible family
member's LIVEWELL account shall be charged a rate of$26 00 as a monthly membership fee. Additional
plans and fees available(see below).
Payments shall be assessed agamst City of Clermont for each employee,eligible spouse/dependent, family,
or other memberships through payroll deduction, and remitted to LIVEWELL for the above rendered
services by the 15th of each month for the current month's membership
Requirements. There is no minimum number of employees required for this agreement. City of Clermont
shall provide LIVEWELL with a complete listing of all eligible employees and provide updates to
LIVEWELL bi-monthly,or as necessary
Membership Plans Membership Fee
Employee(EE) $15 each
Employee Spouse/Dependents $26 each
Family Membership $75($15 for EE and$60
4 or more,Spouse and dependent children ages 13-21 only for family members)
Minor Child Membership—POOL ONLY $15(1st child)
4— 12 years of age;only available with an adult(EE or Spouse)
membership $18(2 or more children)
7-Day Trial Pass
Available for EE,Spouses/Dependents age 13-21 No charge
Under 18 must be accompanied by parent or legal guardian.
I-lours of Operation Facility Pool
Monday-Thursday 5 a m.— 10 p m 5:30 a m —8 p.m.
Friday 5 a.m —9 p.m. 5 30 a.m.—8 p.m.
Saturday 7 a.m.—5 p.m 7 a.m.—4 p m
Sunday 8a.m.-5pm 8am —4pm.
IV. Term: City of Clermont employee fitness center memberships will run concurrent with the City of
Clermont's agreement with LIVEWELL Employees may jom at any time, monthly memberships will be
prorated. Employees who are currently members of the fitness center can receive these rates The terms
and rates of the employee's current membership agreement will be frozen and the discounted rate will be
offered. When the contract with the City and LIVEWELL concludes, LIVEWELL will honor the
employee's previous membership agreement.
V Equipment and Facilities: The LIVEWELL shall provide all facilities and equipment for the assessments
and memberships
VI. Medical Records:For a period of not less than seven(7)years all individual records shall be maintained by
and be considered the property of South Lake Hospital Said records shall remain confidential and at no
time will the results of any tests be released without the written consent of the individual
THIRD AMENDMENT TO AGREEMENT FOR
WELLNESS PROGRAM ADMINISTRATOR
THIS AMENDMENT is entered into as of this TH day of March 2018 and is to
that certain Agreement dated February 26, 2014, hereinafter "the Agreement", by and between
the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of
Florida whose address is: 685 W. Montrose Street, Clermont, Florida, hereinafter referred to as
"CITY" and SOUTH LAKE HOSPITAL, INC., a Florida Not for Profit Corporation, 1900 Don
Wickham Drive, Clermont, FL 34711 hereinafter referred to as "ADMINISTRATOR" The
parties, in exchange for the mutual covenants contained herein and in the Agreement, agree as
follows:
1. This Amendment expressly modifies the Agreement and in the event of a
conflict, the terms and conditions of this Amendment shall prevail.
2. The Scope of Services, Exhibit A, referred to and incorporated into the
Agreement is hereby amended to include revised Exhibit A for the wellness program
administrator as more particularly described in Exhibit A attached hereto and incorporated
herein.
3. All other terms and conditions set forth in the Agreement shall remain in
full force and effect and unchanged as agreed to by the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set
forth below.
City of Cle top p Attest-
A .40
Darren try, tzp, an-ager Tracy Ackroyd, ity Clerk
Date: 3 ' 118
South Lake Hospital, Inc. Attest:
By: 41c/ �,{2a SjIN\SL-
John
A. oore, President Corporate Secretary
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