4.4. SR 09-16-2019 Eclty1� ,.,�� Request for Action
River
To Item Number
Mayor and City Council 4.4
Agenda Section Meeting Date Prepared by
Consent September 16, 2019 Lauren Wipper, Human Resources Manager
Item Description Reviewed by
Hepatitis B Vaccine Provider Cal Portner, City Administrator
Reviewed by
Action Requested
Approve,by motion, the Guarantor Agreement with Fairview Health Services to provide OSHA required
Hepatitis B vaccines and titer testing.
Background/Discussion
The Occupational Safety and Health Administration (OSHA) requires employers to offer Hepatitis B
vaccines to employees that have a routine occupational exposure to Blood borne Pathogens or Other
Potentially Infectious Materials (OPIM). In its Exposure Control Plan, the city has defined employees in
the positions of sworn officer, community services officer, crime prevention specialist, police reserve, and
firefighter to fall under this requirement. Some employees in the building maintenance and ice arena
divisions also have potential for occupational exposure under our Exposure Control Plan.
Previously, the city has used North Memorial Clinic Occupational Health for this service. They have
stopped providing occupational health services at the Elk River clinic. We use Fairview Clinic for our
CDL drug and alcohol testing so looked to them for this service. Fairview requires a Guarantor
Agreement which is attached. This agreement has been reviewed by our labor attorney.
Financial Impact
It seems most employees in the police field have this vaccination before they begin working for us. There
are only a few employees in the fire and reserve fields that receive this vaccination through the city. As
well, Fairview's cost for this vaccine is far less than that of North Memorial.
Attachments
■ Guarantor Agreement with Fairview Health Services
The Elk River Vision
A PehoMing community 2a itb revolutionary and spirited resourcefulness, exceptional POWERED By
service, and community engagement that encourages and inspires prosperity INAMIRE1
r" FAIRNIEW
GUARANTOR AGREEMENT
WITH FAIRVIEW HEALTH SERVICES
THIS AGREEMENT ("Agreement") is made and entered into on 09/01/2019 ('Effective Date") by and
between Fairview Health Services, a Minnesota nonprofit corporation ("Company" or "Fairview"),
located at 2450 Riverside Avenue, Minneapolis, MN 55454 and City of Elk River ("Guarantor").
FAIRVIEW HEALTH SERVICES includes the corporation Fairview Health Services and all entities and
affiliates that are included on Fairview's consolidated audited financial statements.
WHEREAS, Guarantor is in need of certain services it wishes to provide to its employees or potential
employees; and
WHEREAS, Fairview is in a position to supply these services to Guarantor;
NOW THEREFORE, subject to the terms and conditions below, the parties agree as follows:
STANDARD TERMS
Services and Fee Schedule. Fairview will provide the services ("Services") described in Exhibit A of
this Agreement (hereby incorporated by reference). Services will be provided in accordance with any
requirements or other standards as set forth in Exhibit A, and charged to Guarantor at the prices stated
therein(the "Fee Schedule").
Timely Invoices. Fairview agrees to bill Guarantor on a timely basis under this Agreement.
Compensation for Services. Guarantor will pay timely and undisputed invoices for Services within net
thirty(30) days. Total compensation for this Agreement shall be defined in Exhibit A.
Term. The term of this Agreement shall be specified in Exhibit A.
Termination. This Agreement may be terminated by the following:
a) By either party, at any time, with or without cause, upon thirty(30) days prior written
notice to the other party for any reason or no reason at all;
b) Immediately upon written notice by a non-breaching party if a material breach is not
cured by the breaching party within ten (10) business days of receiving written notice of
such material breach; or
C) By the mutual agreement of the parties.
Early Termination. If this Agreement is terminated prior to the expiration of the term, Guarantor shall
pay Fairview a prorated amount of compensation for the Services delivered prior to the termination date.
Termination in Full or Part. This Agreement provides for Services at multiple Facilities. The
termination options above may be exercised in full or in part with respect to the individual Facilities being
served or the various Services being provided. For any partial termination of Facilities and/or Services
under this Agreement, the parties shall endeavor to indicate such termination via an addendum to this
Agreement.
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Fairview Health Services Guarantor Agreement
Indemnification. Each party to this Agreement shall indemnify, defend, and hold harmless the
other party hereto against any and all claims,judgments, damages, costs and expenses (including
reasonable attorney's fees and costs) arising from the negligent operations, acts or omissions of
the indemnifying party, its employees, agents, and representatives while engaged in activities
within the scope of this Agreement. Guarantor's indemnification responsibility is subject to the
limitations and immunities in Minnesota.
Dispute Resolution. For all controversies, claims and matters of difference ("Disputes") arising out
of this Agreement, the parties hereby agree to promptly discuss and enter into a settlement process
with respect to such Disputes.
Access to Records. Both parties agree to keep and maintain records on the Services provided as
may be required by fiscal intermediaries, federal, state, or local governmental agencies,
accreditation agencies or other parties.
Confidentiality. The Minnesota Government Data Practices Act ("MGDPA"), MN Statutes
Chapter 13 is incorporated herein. The parties agree that the MGDPA applies only to the services
relevant to this Agreement, and to the minimum extent required by law.
HIPAA. All medical information and/or data concerning specific patients (including, but not
limited to, the identity of the patients), derived from or obtained during the course of this
Agreement, shall be treated by both parties as confidential so as to comply with all applicable
state and federal laws and regulations regarding confidentiality of patient records, and shall not be
released, disclosed, or published to any party other than as required or permitted under applicable
laws. The parties shall to the extent applicable, comply with the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic
and Clinical Health Act ("HITECH"), and the regulations thereunder as amended to ensure the
protection of Protected Health Information ("PHP') as defined therein. The parties further agree
to amend this Agreement as necessary to comply with HIPAA and HITECH and if an agreement
cannot be reached, this Agreement will immediately terminate. If Guarantor expects to receive
PHI as a result of the services provided in Exhibit A, Guarantor will be responsible for collecting
any necessary consent required by HIPAA or the Minnesota Health Records Act for such
services. This provision shall survive termination of this Agreement.
Assignment. This Agreement binds the heirs, executors, successors and assigns of the respective
parties. This Agreement may not be assigned by either party (other than to an affiliate or
subsidiary which shall assume the obligations of its assignor by written instrument) without the
written consent of the other party,which shall not be unreasonably withheld or delayed.
Independent Contractors. The parties are independent contractors of one another under this
Agreement and neither party is authorized to act as an agent for or incur obligations on behalf of
the other party.
No Third Party Beneficiaries. The parties agree that the terms of this Agreement shall apply
only to themselves and are not for the benefit of any third party beneficiaries.
Entire Agreement; Non-Exclusive. This Agreement and any attachments hereto shall constitute
the entire Agreement between the parties and supersedes all prior agreements, oral or written,
with respect to the subject matter hereof. This Agreement is not intended to be an exclusive
arrangement between the parties hereto and each party is free to enter into agreements with other
third parties for the same or similar services.
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Fairview Health Services Guarantor Agreement
No Waiver. The waiver by either party of a breach or violation of any provision of this
Agreement shall not operate as or be construed as a waiver of any subsequent breach or violation
of the same or any other provision herein. All of the rights and remedies provided herein are
cumulative and additional to any rights or remedies the parties may have at law.
Severability, Interpretation. In the event that any provision of this Agreement violates any
applicable statute, ordinance, or rule of law in any jurisdiction that governs this Agreement, such
provision shall be ineffective to the extent of such violation without invalidating any other
provision of this Agreement. Any ambiguity in this Agreement shall be interpreted in such a
manner to remain valid to the fullest possible extent under the law.
Governing Law; Venue. This Agreement shall be construed and governed in accordance with
the laws of the State of Minnesota, excluding its conflict of laws provisions. Any lawsuit, action
or proceeding with respect to this Agreement must be brought in the State of Minnesota.
Counterparts, Facsimile or Electronic Signatures. This Agreement may be executed by
facsimile or electronically and/or in counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same Agreement.
Authorization. Each person signing this Agreement has the authority to bind their respective
party to the terms and conditions of this Agreement and this Agreement will be enforceable as to
each party represented.
Notices. Any notices or other communications required or permitted to be given under this
Agreement shall be in writing and shall be sufficiently given if delivered personally (including by
recognized courier), or if sent by other reliable communication (fax, e-mail, US Mail) and
received by an authorized representative of the other party. Notices by mail must be addressed to
the party as stated in this Agreement or as the party hereafter designates. Notice given by US
mail is effective the third US Post Office delivery day after the date of mailing.
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Fairview Health Services Guarantor Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates below.
Fairview Health Services GUARANTOR
Signature: Signature:
Name: R. Andrew McCoy Name: John Dietz
Title: V P, Revenue Management Title: Mayor
Date: Signature:
Name: Tina Allard
Title: City Clerk
Date:
Notice Addresses:
Fairview Health Services City of Elk River
Attention Lauren Wipper
400 Stinson Blvd. 13065 Orono Parkway
Minneapolis, MN 55413 Elk River MN 55330
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Fairview Health Services Guarantor Agreement
EXHIBIT A: SERVICE AND FEE SCHEDULE
This Exhibit A shall outline the Services and Fee Schedule agreed to between the parties under this
Agreement.
86580 HC OH MANTOUX 22.00
86706 HC OH HEPATITIS B SURG ANTI/TITER 31.00
The Term of this Agreement will begin on the date referenced, and will extend for 12 months. The
engagement will renew automatically, at prevailing prices, for a second 12 month period, unless either
party gives written notice of cancellation 90 days prior to the expiration of the first 12 month term. The
engagement will terminate following the second 12 month period.
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