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HomeMy WebLinkAboutREACH EMPLOYEE ASSISTANCE, INC. -2002 ~ A-zcd~. -zos ~ea.S ~. ~,n,~ CONSULTANT AGREEMENT I~o~Y THIS AGREEMENT, made and entered into this _~ '` ~~day of~9ese, 2002 by and between REACH Employee Assistance, Inc., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS ~ ~ ._, ~ ~_~.' v ~ ~ ~ ~ m A. The City desires to retain a consultant having special skill and knowledge in the field of ~, ~--- ~ ~ employee assistance programs. ~~ ~ ~~ ~1 ~"' ~ ~ ~ ~ B. Consultant re resents that Consultant is able and willin to rovide such services to the p g p Q ~ ~ J ¢ City. ~~ ~~ z ~ C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. Payments for services shall not exceed $40,000, annually, during the term of this Agreement. The total sum to be expended under this Agreement, shall not exceed $120,000 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on January 1, 2003 and terminate on December 31, 2005, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Personnel Services Agency and the City Attorney. • e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; excepting those claims, demands, purported liability, or consequential damages which arise out of the sole negligence of City. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. BOX 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Personnel Services City of Santa Ana 20 Civic Center Plaza (M-24) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6930 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 • To Consultant: REACH Employee Assistance, Inc. 101 East Lincoln Avenue, Suite 230 Anaheim, California Attn: Dr. Marcus Dayhoff A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City or Consultant upon sixty (60) days written notice of termination. If the Agreement is thus terminated by the City for reasons other than Consultant's failure to perform its obligations, City shall pay Consultant a prorated amount based • • on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Consultant's exclusive remedy for termination without cause. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION a. Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or mental or physical disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. b. Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, or mental or physical disability. c. Consultant shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. 14. JURISDICTION -VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall • indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: PATRICIA E. HEALY Clerk of the Council CITY O - NTA A DAVID N. REAM City Manager APPROVED AS TO FORM: '~ , ~~ J 1 .~ ~" ~ ~ SEPH W. LETCH City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT R. ARCUS DAYH F CEO & Clinical Director LETICIA DAYHOFF Secretary Tax ID # • EXHIBIT A SCOPE OF SERVICES Consultant shall perform the following duties and responsibilities throughout the term of this Agreement: ASSESSMENT /COUNSELING /REFERRAL FOR EMPLOYEES AND DEPENDENTS A total assessment will be administered for a thorough analysis of a client's problem. Employees and immediate family members are entitled to up to three sessions per incident, every six months. Consultant shall provide professional assessment/counseling to the point of referring the client to an outside counseling professional or agency. In addition, Consultant will provide follow-up consultation. The number of sessions offered, within this limit, will be at the sole discretion of Consultant's staff. Consultant will assign a liaison person to City and provide staff to assist City with the Employee Assistance Program (EAP). Consultant will provide qualified, experienced counselors, knowledgeable in assessment skills to provide personal counseling to employees and immediate family members. A. CONFIDENTIALITY AND RELEASE OF INFORMATION Consultant shall not disclose to City the identity of any employee or immediate family member who elects to participate in the EAP without first obtaining a written Authorization and Release of Information from the employee, Exhibit 1, attached hereto. If an Authorization and Release of Information has been given, and to extent of said Authorization, Consultant may release to City, in writing, the following information regarding an employee who has been referred to the EAP as a condition of employment with the City: a. Whether the employee has agreed to participate in the EAP. b. A list of appointments kept and missed, together with reasons for missed appointments. c. The employee's anticipated treatment plan as a participant in the EAP. This plan shall consist of the following: l .) The anticipated number of visits, appointments, or sessions requested of the employee. 2.) The type of therapeutic procedures in general terms, that the employee will receive during his/her participation in the EAP. 3.) A description of the treatment service provider to which the employee is referred. d. Any conclusion or opinion of Consultant that the employee is limited or restricted in his/her ability to perform the employee's job duties. e. Consultant's conclusion or opinion that employee's participation may necessitate employee's absence from the City. • f. That the employee has failed, refused, or discontinued to proceed with the EAP or any treatment service provider. g. A report containing the following: l .) Disabilities, limitations or restrictions of employee 2.) Recommendation on further treatment. City shall not demand or obtain the above confidential information without the express written Authorization and Release of Information, signed by the employee. In addition to the confidentiality of information obtained by Consultant, the circumstances leading to City's referral of an employee to the EAP shall be confidential. City shall not disclose those circumstances to Consultant without employee's written permission. Consultant shall not release confidential information to any treatment service providers without the express, written, Authorization and Release of Information, signed by employee. B. DEFINITIONS a. "Client" shall mean an employee or his/her immediate family member participating in the EAP. b. "Treatment Service Providers" or "Service Providers" shall mean an outside counseling professional or agency, referred by Consultant, whose services will be paid by the client. C. COUNSELING HOURS Consultant shall provide EAP counseling and assessment from 8:00 a.m. to 8:00 p.m., Monday through Thursday, Friday 8:00 a.m. to 5:00 p.m. Every attempt will be made to see management referrals and employees in crisis as quickly as possible and no later than 24 hours (during business hours) of the call being made. All other clients will be seen within 48 hours of the call being made. City shall provide Consultant with the names and telephone numbers of liaison individual(s) who can be contacted in case of emergency, D. 24 HOUR AVALIABILITY, 7 DAYS A WEEK Consultant provides confidential intake and psycho-social assessment and counseling to the point of referral to employees and their immediate family members with a 24 hour telephone service. Consultant assures that no calls go unanswered and that all crisis callers receive courteous and prompt service. During non-business hours, all calls answered by Consultant's answering service will be connected to the on-call counselor. E. REFERRAL NETWORK • • When necessary, Consultant will refer employees and dependents to appropriate, cost effective, geographically convenient and high quality services provided by individuals and agencies which have been screened by our staff. F. MONITORING /FOLLOW UP Consultant will monitor and follow-up as long as appropriate all people referred by the EAP to outside individuals and community resources to assure the problem is resolved and that the client is satisfied with the quality of referrals. In cases of management referrals, Consultant will also follow-up regularly with the City on status of job performance. G. SERVICE UTILIZATION REPORTS Consultant will provide quarterly confidential reports on service utilization, aggregate client profiles, assessed problems and outcome at case closure. Said report shall not disclose the identity of any client participating in the EAP. Client satisfaction reports will be available upon request by City, to the extent client has provided an Authorization, Release of Information. H. BENEFITS The City agrees to provide Consultant with copies of all City employee benefit plans and appraise Consultant of all changes as they occur. AVOIDING CONFLICT OF INTEREST Consultant agrees to avoid conflict of interest by providing up to three referrals to clients based on competency, geography and the most cost effective modality to deal with the client's problem(s). No referrals will be made to the private practices of Consultant counseling staff members or to any private practitioner and/or agency that a Consultant counselor has an economic relationship with. Only the City may make exceptions to this rule. J. ALCOHOISM AND CHEMICAL DEPENDENCY INTERVENTION SERVICES Consultant provides job related alcoholism and chemical dependency intervention services as required. K. POLICY AND PROCEDURE City may implement a policy and procedure statement on employee assistance when appropriate. Consultant will provide technical assistance to City staff in writing a policy and procedure statement on employee assistance. 2. TRAINING io Consultant will provide Management and Supervisory training sessions annually. It is recommended that a maximum of 25 managers/supervisors attend each session. The purpose of these training sessions is to make managers and supervisors aware of City EAP policy and procedures, of how to identify poor job performance as it relates to personal problems and to familiarize them with the processes of referrals and follow-up. Consultant will supply, if requested, Management and Supervisor Employee Assistance Program guidelines for inclusion in City personnel management guidelines. 3. PROGRAM PROMOTION City agrees to support Consultant in developing a yearly EAP promotion plan as follows: b. Initial EAP orientation classes for employees in groups of up to 50 will be available to City as a means of introducing EAP policy and procedures and utilization of Consultant's services. c. "Munch & Learn" presentations will be conducted periodically upon request by the City, at City location to maximize utilization of Consultant's services. d. REACH brochure and REACHIine cards will be supplied to the City for distribution to all employees. e. REACH Frontline will be electronically supplied to the City quarterly for distribution to all supervisors. £ REACHIine.com will be available for online use to all employees and family members. Employees will be supplied a password as mentioned on REACH employee brochure for online secure are access. g. REACHIine posters will be supplied from time to time for posting on City staff bulletin boards. h. Originals of promotional materials, for inclusion as short articles in internal staff newsletter or as check stuffers, will be supplied upon request by the City. i. Consultant's staff will participate in City's employee benefit's fair upon request. j. Consultant will assist with drafting the EAP benefit announcement letter to be signed by City, on City letterhead and mailed to the home of all employees. 4. QUALITY Consultant shall conduct on-going quality assurance audits on all aspects of the program from inception to end of the contract year. Consultant will provide quarterly reports. 5. CITY OBLIGATIONS • EAP is a totally confidential program. The City will only be aware of employees referred officially by management and information about such employees will not be released without the written consent of the employee client. • • Consultant will not, in all cases, be able to resolve the employee's or dependent's problem(s) in the set number of counseling sessions. In such cases the employee, or dependent, will be referred to quality, cost effective resources available within the community. • Employees and dependents will not be charged for the services provided by Consultant. If referrals are necessary, those referrals may result in additional cost to the City's benefit plan and may result in added costs to the employee or dependent. • The EAP is made available to all full, part-time and temporary employees and their dependents. EAP benefits attach on the first day of employment. • It is anticipated that the yearly employee utilization rate will be a minimum of 6-8%. Consultant's promotional program will aim at achieving at least this utilization rate. COMPENSATION The cost to the City for the services to be provided by Consultant shall be $1.85/ full time budgeted positions/month. The parties agree the City has 1740 full time budgeted positions. Persons employed by the City on a part time and/or temporary basis, and their dependents, shall be entitled to receive REACH services to the same extent as full time employees without additional compensation from City. The total cost to City shall not exceed $40,000 annually, during the term of this Agreement. 12 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective ,this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative 13