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HomeMy WebLinkAboutContract - Woman Whole Fitness - Pathway to Wellness Agreement 3.24.25-3.24.26PATHWAY TO WELLNESS AGREEMENT This Pathway to Wellness to Wellness Program (this “Agreement”) is entered into this ____ day of ___________, 2025, between Whole Woman Fitness, 2308 Main St, Evanston, Illinois (“ Provider” ), and the City of Evanston, an Illinois municipal corporation, 2100 Ridge Avenue, Evanston, Illinois (the “City”) (collectively, “the Parties”). BACKGROUND: WHEREAS, the City has received APRA grant to create and implement an “Pathway to Wellness," a one-year pilot program aimed at improving health outcomes for Evanston's most vulnerable populations, specifically focusing on hypertension; and WHEREAS, the City desires to contract with the aforementioned Providers for the design phase of the program; and WHEREAS, the Parties agree that Provider will provide the Services pursuant to the terms and conditions of this Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows: 1. Background/Recitals. The recitals set forth above are hereby incorporated into this Agreement as if fully set forth herein. 2. Staffing. Providers agree to provide qualified, certified and licensed health professionals or relevant professionals who will perform the duties of the program ranging from development, designing, application, assessments, implementation and analysis as needed throughout the duration of the program. 3. Term. The Parties’ rights and duties pursuant to this Agreement shall begin on ____ , 2025 (the “Effective Date”), and shall expire on ____ (the “Termination Date”), unless terminated earlier pursuant to Section ____ of this Agreement. 4. Provider Representations. Provider represents the following: a. Provider will maintain thorough and accurate records of all Services provided. b. Provider will ensure all Services are performed in compliance with all relevant health regulations and standards including HIPPA. 24 March March 24 March 24, 2026 Doc ID: 5e5a348199164694aa7f705ef44c4bdeaf551b40 c. Provider will ensure that all Services are performed by medical practitioners certified and licensed by the State of Illinois. d. Provider will maintain confidentiality of all patient records and follow HIPAA regulations. Provider will agree to and sign the Health Confidentiality Form, attached hereto as Exhibit A. e. Provider will require anyone seeking Services through the Pathway to Wellness Program to first sign a care and consent agreement including a Waiver of Liability. 5. Billing and Fees. Providers agree to bill the City for staffing, duties performed clinical services and supplies via an invoice each month. The City agrees to pay Providers on an hourly basis for each provider performing Services under the Pathway to Wellness Program. Upon execution of this agreement and submission of prior work product to the City of Evanston Health Department, Whole Woman Fitnes s shall be entitled to payment in the amount of $19,500 for design work completed prior to the adoption of this Agreement. The prior work product shall include, but is not limited to, the operating agreement, review notes of the Kangaroo platform, memorand a, and any other materials developed for Pathways to Wellness prior to the effective date of this agreement. 6. Scope and Limits of Services. Providers will provide staff that will perform duties within the scope of their certifications and licensure. Staff will not make diagnoses or prescribe medications, nor will staff be meant to replace the need for other healthcare providers. 7. Patients/Requirements, Safety, Non-Discrimination. The Pathway to Wellness Program is open to all eligible Evanston community members; eligibility for participation is determined by the City in its sole discretion. No eligible Evanston community member will be excluded from participation in or denied services in the administration of the Pathway to Wellness Program based on non-merit factors such as race, color, national origin, religion, sex, gender identity, gender expression, sexual orientation, or physical or mental disability. The staff shall take all reasonable precautions to ensure the safety of the patients and the equipment and supplies used in performing the Services. 8. Termination; Funding. Either Party may terminate this Agreement upon fourteen (14) days’ written notice to the other Party. Notice shall be given pursuant to the provisions of Section ___ of this Agreement. The Parties acknowledge and agree that funds allocated for the operation of the Pathway to Wellness Program are subject to continued government funding through government program(s) and the continued availability of funds beyond the Ter m of this Agreement is not guaranteed. The only source of funding for the Pathway to Wellness Program at the time of this agreement is the American Rescue Plan Act in the amount Doc ID: 5e5a348199164694aa7f705ef44c4bdeaf551b40 of $400,000. Additional funding and years beyond the Term of this Agreement ar e subject to program outcomes and funding availability. The City will maintain reasonable internal fiscal safeguards to protect the funds to be used for operation of the Pathway to Wellness Program for the duration of the program. 9. Indemnity. Providers agree to defend, indemnify, and hold harmless the City and its officers, elected and appointed officials, agents, and employees from any and all liability, losses, or damages as a result of claims, demands, suits, actions, or proceedings of any kind or nature, including but not limited to costs and fees, including attorney’s fees, judgments, or settlements, resulting from or arising out of any negligent or willful act(s) or omission(s) on the part of the Providers, its contractors or sub - contractors, employees, or agents, during the performance of this Agreement. Such indemnification shall not be limited by reason of the enumeration of any insurance coverage herein provided. This provision shall survive completion, expiration, or termination of this Agreement. 10. Compliance with Laws. The Parties agree to comply with all applicable federal, state, and local laws and regulations in the performance of this Agreement. 11. Records and Audit. The Parties will each maintain and track all records related to the performance of this Agreement and/or operation of the Pathway to Wellness Program. The Providers will make available to the City specifically the Health and Human Services, upon request, all books and records related to the operations of the Pathway to Wellness Program including but not limited to billing and funding records, in order to audit and ensure appropriate use of funds for the Program’s purpose. 12. Freedom of Information Act. Pursuant to the Illinois Freedom of Information Act, 5 ILCS 140/7(2) (the “Act”), records in the possession of others whom the City has contracted with to perform a governmental function are covered by the Act and subject to disclosure within limited statutory timeframes (five (5) working days with a possible five (5) working day extension). Upon notification by the City that it has received a Freedom of Information Act request that calls for records within the Provider’s control, the Provider shall promptly provide all requested records to the City so that the City may comply with the request within the required timeframe. The City and Providers shall cooperate to determine what records are subject to disclosure under such a request and whether or not any exemption to disclosure of such records, or a part thereof, is applicable. Provider shall indemnify and defend the City from and against all claims arising from the City’s exceptions to disclosing certain records which Provider may designate as proprietary or confidential. Compliance by the City with an opinion or a directive from the Illinois Public Access Counselor or the Attorney General under the Act, or with a decision or order of a court with jurisdiction over the City, shall not be a violation of this Section. Doc ID: 5e5a348199164694aa7f705ef44c4bdeaf551b40 13. Confidentiality of City Information. In connection with this Agreement, the City may provide Provider with information to enable Provider to render the Services. Provider agrees to treat, and to obligate Provider’s employees to treat, as secret and confidential all such information, whether or not identified by the City as confidential. 14. Independent Contractor. Provider’s status, as well as the status of any staff or other employee of Providers involved in the performance of this Agreement, shall be that of an independent contractor and not that of a employee of the City. Providers and its employees shall not hold themselves out, nor claim employee of the City. Providers shall, at its own expense, comply with all applicable workers compensation, unemployment insurance, employer’s liability, tax withh olding, minimum wage and hour, and other federal, state, county, and municipal laws, ordinances, rules, regulations, and orders pertaining to employment matters. Providers shall require its employees working on-site to comply with all policies and work rules applicable to City employees while on the Premises such as the Workplace Harassment Policy and Drug and Alcohol Policy. Providers agrees to abide by the Occupational Safety and Health Act of 1970 (OSHA) and as the same may be amended from time to time, applicable state and municipal safety and health laws, and all regulations pursuant thereto. 15. Use of City’s Name or Picture of Property. Providers shall not, in the course of performance of this Agreement or thereafter, use or permit the use of the C ity’s name, nor any picture of the Premises or reference to its Services in any advertising, promotional, or other materials prepared by, or on behalf of, the Provider, nor discloses or transmits the same to any other party without obtaining permission from the City first. 16. No Assignments or Subcontracts. Providers shall not assign or subcontract all or any part of its rights or obligations hereunder without the City’s express prior written approval. Any attempt to do so without the City’s prior writte n consent shall, at the City’s option, be null and void and of no force or effect whatsoever. Providers shall not employ, contract with, or use the services of any other consultant, special contractor, or other third party in connection with the performanc e of the Services without the prior written consent of the City. 17. Dispute Resolution. The Parties agree to use their best efforts to resolve any disputes arising under this Agreement via a mutually-acceptable alternative dispute resolution process. In the event that the Parties are not able to so agree, venue for any action arising out of or due to this Agreement shall be the courts located in Cook County, Illinois. The City does not waive its rights under the Illinois Local Government and Governmental Employees Tort Immunity Act, 745 ILCS 10/1 et seq., by entering into this Agreement. 18. Governing Law. The rights and duties arising under this Agreement shall be governed by the laws of the State of Illinois. Doc ID: 5e5a348199164694aa7f705ef44c4bdeaf551b40 19. Notices. Any written notice required or permitted under this Agreement shall be deemed to have been duly given on the day or receipt, and shall be delivered to the party to whom notice is to be given (a) personally, (b) by electronic mail (with receipt acknowledgement), (c) by a recognized overnight delivery service, or (d) by first class registered or certified mail, return receipt requested, postage prepaid (with additional notice by regular mail), and addressed to the party to whom notice is to be given at the address stated below its name below, or at the most recent address specified by written notice given to the other party in the manner provided in this section: If to PROVIDER: If to the CITY: Luke Stowe, City Manager City of Evanston 2100 Ridge Avenue Evanston, IL 60201 citymanagersoffice@cityofevanston.org With a copy to the City’s legal representative: City of Evanston ATTN: CORPORATION COUNSEL 2100 Ridge Avenue Evanston, IL 60201 lawoffice@cityofevanston.org 20. Amendments. No amendments or modifications of this Agreement shall be valid unless evidenced in writing and signed by duly authorized representatives of both Provider and the City or their respective successors in interest. 21. Severability. In the event that any provision of this Agreement should be held void or unenforceable, the remaining portions hereof shall remain in full force and effect. 22. Entire Agreement. This Agreement, together with any exhibits attached hereto, sets forth all the covenants, conditions, and promises between the Parties with regard to the subject matter set forth herein. There are no covenants, promises, agreements, conditions, or understandings between the Parties, either oral or written, other than those contained in this Agreement. This Agreement has been negotiated a nd entered into by each party with the opportunity to consult with its counsel regarding the terms Doc ID: 5e5a348199164694aa7f705ef44c4bdeaf551b40 herein. No portion of the Agreement shall be construed against a party due to the fact that one party drafted that particular provision. 23. Counterpart Execution. The Parties may execute this Agreement in counterparts, which shall, in the aggregate, when signed by both Parties, constitute one and the same instrument; and, thereafter, each counterpart shall be deemed an original instrument against any Party who has signed it. A fax or scanned transmission of a signature page shall be considered an original signature page. 24. Roles and Responsibilities: Under this joint agreement to design the Pathway to Wellness program, the Providers agree to undertake specific and various roles and relationships to achieve the desired goals and objectives of the programs. Roles might intersect or overlap. The attached work plan delineates each Provider’s roles, and their respective hourly rates are specified below: Whole Women Fitness (WWF) will perform the activities outlined in the work plan at the hourly rate of $100/ hour After the design phase, Whole Women Fitness will assume the role of general contractor and manage subcontracting relationships with ONDA Collective and Rush BMO Institute for Health Equity. The Evanston Health and Human Services Department: The Department will function as the overseer of this agreement established between the providers and ensuring that activities of the program are carried-out efficiently including reports being furnished for review and documentation purposes. The Department will disburse funds to the respective agencies upon receipt of invoice for services. Mutual Approval of Design Elements: All design elements of the Pathway to Wellness Program must be reviewed and mutually approved by the City and Whole Woman Fitness prior to implementation within the design phase. Neither party shall proceed with finalizing or implementing any design component without written agreement from both parties. This requirement also applies to any proposed amendments or revisions to the work plan. Section: 28. Design Phase Overview The design process for Pathways to Wellness will span 16 weeks and include 20 virtual meetings, along with additional offline design work. The process will involve collaboration between Whole Woman Fitness (The lead provider), Onda Collective (Consultant) and Rush BMO Institute for Health Equity (Principal Investigator). The total design cost will not exceed $57,500, with the following breakdown: • Up to $32,520 allocated to Onda Collective • Up to $25,000 allocated to Whole Woman Fitness. Section: 29. Transition to Implementation Phase Doc ID: 5e5a348199164694aa7f705ef44c4bdeaf551b40 Upon completion of the design phase, the Parties agree to negotiate and execute a separate contract governing the implementation phase of the Pathway to Wellness Program. IN WITNESS WHEREOF, the duly authorized representative of each of the Parties has executed this Agreement, effective as of the date specified herein. WHOLE WOMAN FITNESS: CITY OF EVANSTON: By: _____________________________ Name: Title: By: _____________________________ Luke Stowe City Manager Neticia Blunt- Waldron Approved as to form: Alexandra B. Ruggie Corporation Counsel Owner/Founder Doc ID: 5e5a348199164694aa7f705ef44c4bdeaf551b40 Pathway to Wellness Agreement - Woman Whole Fitness PTW_Whole_Woman_Fitness__2___1_.docx 5e5a348199164694aa7f705ef44c4bdeaf551b40 MM / DD / YYYY Signed 03 / 24 / 2025 09:13:50 UTC-5 Sent for signature to Alexandra Ruggie (aruggie@cityofevanston.org), Luke Stowe (lstowe@cityofevanston.org) and Neticia Blunt-Waldron (neticiablunt@gmail.com) from lthomas@cityofevanston.org IP: 50.171.242.186 03 / 24 / 2025 09:45:09 UTC-5 Viewed by Alexandra Ruggie (aruggie@cityofevanston.org) IP: 50.171.242.186 03 / 24 / 2025 09:45:18 UTC-5 Signed by Alexandra Ruggie (aruggie@cityofevanston.org) IP: 50.171.242.186 03 / 24 / 2025 12:19:25 UTC-5 Viewed by Luke Stowe (lstowe@cityofevanston.org) IP: 50.171.242.186 03 / 24 / 2025 12:19:35 UTC-5 Signed by Luke Stowe (lstowe@cityofevanston.org) IP: 50.171.242.186 04 / 02 / 2025 14:28:38 UTC-5 Viewed by Neticia Blunt-Waldron (neticiablunt@gmail.com) IP: 98.213.250.124 04 / 02 / 2025 14:29:24 UTC-5 Signed by Neticia Blunt-Waldron (neticiablunt@gmail.com) IP: 98.213.250.124 The document has been completed.04 / 02 / 2025 14:29:24 UTC-5 Pathway to Wellness Agreement - Woman Whole Fitness PTW_Whole_Woman_Fitness__2___1_.docx 5e5a348199164694aa7f705ef44c4bdeaf551b40 MM / DD / YYYY Signed