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HomeMy WebLinkAboutAgreement_General_10/01/2016 (2) NEW DIRECTIONS BEHAVIORAL HEALTH EMPLOYEE ASSISTANCE PROGRAM AGREEMENT THIS AGREEMENT is effective 10/1/2016 7:00:00 AM by and between New Directions Behavioral Health® L.L.C., Kansas City, Missouri, a Missouri limited liability company (New Directions), and The Village of Tequesta. (CLIENT). WHEREAS, New Directions provides Employee Assistance Programs (EAP) for the employees of business and governmental organizations; WHEREAS, CLIENT desires that an EAP should be available to its employees and their benefit - eligible dependants (PARTICIPANTS); NOW THEREFORE, in consideration of the mutual promises herein contained, the PARTIES understand and agree as follows: 1. RESPONSIBILITIES OF NEW DIRECTIONS a. Maintain a toll -free number 24 hours, 7 days per week, 365 days per year for access by PARTICIPANTS and New Directions Providers in CLIENT's geographic area. b. Assist in the introduction of an Employee Assistance Program (EAP) for CLIENT and the development of supporting information for the EAP. This shall include working with CLIENT's management and appropriate staff such as human resources, risk management and public relations. C. Provide its EAP services as described in Attachment A . d. Applicable trainings can be taken from the specified EAP training list. On -site Critical Incident Crisis Interventions ( "CICI ") can be calculated toward these hours. One benefit/health fair is equivalent to one educational hour. Twenty-four (24) hour cancellation notice of scheduled training is required. Less than twenty-four (24) hour cancellation notice of scheduled training will be calculated toward the annual training contract limitation. Educational training hours do not cant' over each contract year. During the 4t' quarter of a contract year, a maximum of 25% of total educational training hours may be scheduled. Customized training and organizational development training fees are negotiated separately. e. Counseling sessions are provided in response to supervisors, management, or self - referrals. (Fitness for duty and disability evaluations are not included.) f. Where indicated, PARTICIPANTS are offered referrals to other agencies and individuals for assistance. In making such referrals, due regard will be given to the appropriateness of the referrals in view of the need, location, cost and available resources; also, PARTICIPANTS will be advised by New Directions that they and not New Directions shall be responsible for payment of all costs and fees for services rendered by the referral source to them. g. Represent and warrant that all of the aforesaid services and treatments to be rendered will be conducted by duly qualified personnel, as represented to New Directions in the credentialing process, and that any and all referrals made by New Directions will be to such duly qualified personnel. h. Comply with applicable Federal and State laws in performance of the services set forth in this AGREEMENT. i. Provide the aforementioned services to PARTICIPANTS located only in the United States of America, unless specified elsewhere within this AGREEMENT. Employee Assistance Program Agreement 1 2. RESPONSIBILITIES OF CLIENT a. Provide such meeting places and facilities as may be required for planning and evaluation meetings, group orientation sessions and individual conferences with supervisors. b. Assume responsibility for scheduling and notifying PARTICIPANTS of such meetings. C. Arrange for new employees to be oriented with the EAP after being hired. Distribute and post internal and external publicity and communications appropriate to launch and maintain the EAP. d. Designate an employee of CLIENT to be the coordinator of the EAP and as such to represent CLIENT to New Directions in the day -to -day contacts regarding services covered by this AGREEMENT. e. Provide timely pertinent policy and other information, including insurance benefit coverage, to New Directions. £ Pay New Directions a fee upon the receipt of a written statement. The annual fee shall be the annual fee for all PARTICIPANTS regardless of whether any PARTICIPANT utilized EAP services. See Attachment B for fee schedule. g. On an annual basis provide to New Directions an employee list representing actual employee population within a five (5) percent accuracy range. If the employee population increases or decreases by 10% or more, CLIENT must notify New Directions of the changes within 30 days. 3. TERMS AND TERMINATION OF AGREEMENT a. This AGREEMENT will remain in effect from October 01, 2016, through September 30, 2018, and shall automatically renew year to year on September 30 thereafter until terminated by either PARTY pursuant to Paragraph b below. b. After completion of the initial term of the AGREEMENT, this AGREEMENT may be terminated any time by either PARTY hereto upon ninety (90) days advance written notice to the other PARTY, provided the other PARTY receives such notice at least ninety (90) days prior to the termination date. Upon notice of such termination, neither PARTY, however, shall be relieved from performing the covenants herein contained during such 90 -day period, except that New Directions shall be relieved of performing services hereunder if termination is the result of CLIENT's default in payment for services rendered. C. In the event of such termination, payment of the charges will be continued through the notice period to the date of conclusion of services. d. In the event CLIENT shall fail to pay New Directions all sums due hereunder within 14 days of the date due, CLIENT shall pay New Directions a service charge on such unpaid sums in the amount of 1.5% per month or any part of a month. CLIENT shall pay New Directions its reasonable attorney's fees and costs incurred in the event New Directions refers CLIENT's account to an attorney for collection. In the event payments are more than 45 days late, New Directions may suspend service until all payments are made. Employee Assistance Program Agreement 2 4. ARBITRATION a. If there is any dispute between CLIENT and New Directions arising out of or related to this AGREEMENT or their rights under this AGREEMENT, that dispute will be submitted to arbitration. b. Each PARTY will select an arbitrator and the third will be elected by the two designated arbitrators. If there is no AGREEMENT, the President of the American Arbitration Association will select the third arbitrator. C. The arbitrators shall follow the rules of the American Arbitration Association. A majority decision by the arbitrators will be final and binding on both PARTIES, subject to any applicable State laws. Judgment may be entered upon the final decision of the arbitrators in any court having jurisdiction. The cost of the arbitration will be paid as set forth in the arbitrator's decision. 5. PRIVACY AND CONFIDENTIALITY a. New Directions, as a covered entity, is required by Federal laws, including the HIPAA Privacy Rule and Security Rule, and by applicable State laws to maintain the privacy and confidentiality of protected health information of PARTICIPANTS. New Directions shall only use and disclose protected health information as authorized by Federal or applicable State laws, including to CLIENT. The current "Notice of Privacy Practices" shall be posted on the New Directions web site. b. Each PARTY recognizes that in the course of performing this AGREEMENT it may become aware of information that the other PARTY deems confidential and/or proprietary. For purposes of this AGREEMENT, "proprietary" and "confidential" information will include all internal business practices and business records, including, but not limited to, information concerning products, pricing, fees, capitation, contracts, training products, or business methods, in any form whatsoever. C. Each PARTY agrees that it will not actively seek out financial, marketing, or contractual information that a PARTY would reasonably know to be confidential information or a trade or proprietary secret, except to the extent reasonably necessary to allow the PARTY to perform its duties under this AGREEMENT. In the event that a PARTY becomes aware of such data or information, from whatever source or for whatever purpose, such PARTY agrees that it shall maintain the confidentiality of such information and shall not reveal it to any third party for any purpose without the written consent of the other PARTY. d. Each PARTY agrees that these PROVISIONS shall survive termination of this AGREEMENT and shall inure to the benefit of the PARTIES, their successors and permitted assigns. 6. GENERAL PROVISIONS a. Indemnitv New Directions will indemnify and hold harmless CLIENT and its directors, officers, employees, and agents from and against any and all liability, loss, damages, claims, costs, and expenses, including attorney fees, that may arise out of and/or be incurred in connection with any act or omission caused by New Directions, or any employee or agent of New Directions, in the performance or omission of an act or responsibility assumed or deemed to be assumed by New Directions pursuant to this Agreement, to the extent that liability is established under common law and to the extent of available insurance coverage. Additionally New Directions shall identify CLIENT as a Certificate Holder for the Commercial General Liability Policy that covers New Directions. CLIENT is a covered insured under this Policy. Employee Assistance Program Agreement 3 CLIENT will indemnify and hold harmless New Directions and its directors, officers, employees, and agents from and against any and all liability, loss, damages, claims, costs, and expenses, including attorney fees, that may arise out of and/or be incurred in connection with any act or omission caused by CLIENT, or any employee or agent of CLIENT, in the performance or omission of an act or responsibility assumed or deemed to be assumed by CLIENT pursuant to this Agreement, to the extent that liability is established under common law and to the extent of available insurance coverage. b. Relationship Between PARTIES The PARTIES hereto are independent contractors and are not, and shall not be deemed for any purpose, to be joint ventures. No PARTY shall hold itself out as the partner or agent of the other PARTY or make representations or warranties on behalf of the other PARTY, except as otherwise expressly agreed. C. Severability If any part, term or provision of this AGREEMENT is held by a court of competent jurisdiction to be illegal or unenforceable, the validity of the remaining provisions of this AGREEMENT shall not be affected, and the rights and obligations of the PARTIES shall be construed and enforced as if this AGREEMENT did not contain the particular part, term or provision held to be invalid. It is provided, however, that the basic purposes of this AGREEMENT must be achievable through the remaining valid provisions. d. Equal Employment Opportunity Clause for Contracts Involving Federal Contractors New Directions is an Equal Employment Opportunity and Affirmative Action employer. The PARTIES hereby incorporate by reference the provisions of Executive Order 11246, as amended, and 41 C.F.R. 60- 1.4(a); the Rehabilitation Act of 1973, as amended, and 41 C.F.R.60- 741.5(a); the Vietnam Era Veterans' Readjustment Assistance Act, as amended, and 29 C.F.R. 60- 250.5(a); and Executive Order 13496 and 29 C.F.R. Part 471, Appendix A to Subpart A. By acceptance of this contract, CLIENT represents and warrants that unless exempted it will comply with the foregoing Executive Orders, statutes, rules and regulations and all amendments thereto. e. Caption and Headings The captions and headings throughout this AGREEMENT are for convenience and reference only. The words of the captions and headings shall not be construed to be part of the binding provisions of this AGREEMENT. f. Trademarks and Svmbols CLIENT and New Directions reserve the right to control the use of their respective names and any of their respective symbols, trademarks and service marks, presently existing or subsequently established. CLIENT and New Directions agree not to use words, symbols, trademarks, service marks and other devices including the corporate name of the other in advertising, promotional materials or otherwise, without the prior written consent of the other. CLIENT and New Directions will cease any previously approved usage immediately upon termination of this AGREEMENT. CLIENT and New Directions further agree that any advertising, promotional materials or other items which include the name of CLIENT or New Directions are the property of the appropriate namesake and will be returned to the owner either upon request or at termination of the AGREEMENT. g. Waiver Failure by CLIENT, New Directions, or both to insist upon compliance with any term or PROVISION of this AGREEMENT at any time or under any set of circumstances will not operate to waive or modify that PROVISION or render it unenforceable at any other time irrespective of whether the circumstances are the same. No waiver of any of the terms or provisions of this AGREEMENT will be valid or of any force or effect unless in each instance the waiver or modification is contained in writing expressing such alteration or modification and executed by CLIENT and New Directions. g. Complete AGREEMENT This AGREEMENT and any Attachments or Amendments to it constitutes the entire AGREEMENT between the PARTIES. The representations, warranties, covenants, and AGREEMENTS set forth herein constitute all of the representations. Warranties, covenants, and AGREEMENTS between the PARTIES and upon which the PARTIES have relied. Employee Assistance Program Agreement 4 All prior AGREEMENTs, either oral or written relating to the subject matter of this AGREEMENT,not expressly set forth herein,are of no force or effect. h. Amendment: This AGREEMENT may be amended at any tixne in writing between CLIENT and New D'uections. i. Governing Law: This AGREEMENT shall be govemed by, construed and interpreted in accordance with the laws of the State of Missouri. j. Survival: All representations and warranries made in this AGREEMENT and all terms and provisions hereof intended to be observed and performed after the terminarion hereof,shall survive such termination and continue,thereafter,in full force and effect. k. Countemart AGREEMENTS: This AGREEMENT may be executed in counterparts, each of which shall be deemed to be an original,but all of which together shall constitute one and the same AGREEMENT. 1. Notices: All notices required to be given hereunder shall be made in writing and shall be deemed sufficiently given if delivered in person or mailed by first class registered or certified mail,to the following addresses: IF TO NEW DIRECTIONS BEHAVIORAL HEALTH: ATTENTION: New Directions Behavioral Health,LLC 8140 Ward Parkway Kansas City,Missouri 64114 Attn: Account Management IF TO CLIENT COMPANY: ATTENTION: The Village of Tequesta 345 Tequesta Dr Tequesta,Fl 33469 Attn:Human Resources THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. IN WITNESS WHEREOF,the PARTIES hereto have executed this AGREEMENT effective as of the date and year first written above. New Directions Behavioral Health,LLC The Village of Tequesta __....__ ._- _ _.."'� By: By: /..--... �,... Griffith Docking Senior Vice President and Chief Village Manager Markering Officer Date: Date: a '�"��o Employee Assistance Program Agreement 5 ATTACHMENT A EMPLOYEE ASSISTANCE PROGRAM CONTRACTED SERVICES Dedicated Call Center Toll -free number for 24- hour /365 -day access Assessment & Referral Face -to -face or telephonic assessment for appropriate referral to EAP, health plan, or community services Short -term Counseling Up to eight face -to -face sessions per issue for PARTICIPANTS Legal and Financial Services Referral for face -to -face or telephonic consultation and extensive online resources including Provider Directories Family Resource Service Extensive online resources and national Provider Directories for child and elder care services Work- Life/Wellness Interactive online resource for emotional and physical health, legal, financial, family life, and personal growth Online Health Risk Assessments Online tools for employees to determine their health status Manager /Supervisor/HR Telephone Consultation Discussion with an EAP clinician regarding concerns about employee situations Formal Management Referrals Structured process for employee performance issues Department of Transportation /Substance Abuse Professional For individuals covered by DOT regulations, referral to a qualified SAP and ongoing case management Crisis Management Services On -site intervention offered within 24 to 48 hours; use training hours or discounted fee Orientation Initial program including two on -site sessions Training Additional two hours of on -site orientation/training/Crisis Intervention per year. Account Management Your assigned EAP liaison to provide promotional materials, ongoing consultation and EAP program evaluation Utilization Reports Provided quarterly in compliance with applicable Federal and State laws. Promotional/Educational On -going materials to promote utilization Discounted Fees For additional Training and Crisis Intervention Services Interactive Website On -line resources for behavioral health information, comprehensive work -life and wellness services Employee Assistance Program Agreement 6 ATTACHMENT B EMPLOYEE ASSISTANCE PROGRAM FEESCHEDULE Contract Period: October 01, 2016 to September 30, 2018 Annual Renewal Date: September 30 Fee: Based on 98 employees, the fee will be as follows: 2.61 per employee per month x 12 x 98 employees = 306936 annual fee Payment: New Directions will invoice CLIENT Quarterly. Payment is due upon receipt of Invoice. Terms: Billing is subject to change if the employee count increases or decreases by 10% or greater. Services and fees will be reviewed sixty days before the Annual Renewal Date. Employee Assistance Program Agreement 7 PUBLIC RECORDS. In accordance with Sec. 119.0701, F/orida Statutes, CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records, CONTRACTOR must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701, F/orida Statutes, and other penalties under Sec. 119.10, F/orida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the CONTRACTOR does not transfer the records to the Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to the Village, all public records in possession of the CONTRACTOR, or keep and maintain public records required by the Village. If the CONTRACTOR transfers all public records to the Village upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the VILLAGE, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT Imcwiiliams�@tequesta.or�, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469.