HomeMy WebLinkAboutCC Resolution 8197 (Employee Assistance Programs)RESOLUTION 8197
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SAN RAFAEL
AUTHORIZING RENEWAL OF CONTRACT WITH
ASSURED HEALTH SYSTEMS, INC. (FORMERLY LIFECARE SYSTEMS)
FOR CONTINUATION OF EMPLOYEE
ASSISTANCE PROGRAMS (EAP) FOR CITY EMPLOYEES
(FOR ONE YEAR FROM July 1, 1990 TO JUNE 30, 1991,
at a fee not to exceed $10,000)
RESOLVED, that the City Council of the City of San Rafael, does hereby
authorize the MAYOR and CITY CLERK to execute, on behalf of the City of San
Rafael a contract agreement between the City of San Rafael and ASSURED HEALTH
SYSTEMS, INC. designating ASSURED HEALTH SYSTEMS, INC. as the EAP provider
for eligible City of San Rafael employees. Said contract is for a term of
twelve months and a fee not to exceed $10,000.
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify
that the foregoing Resolution was duly and regularly introduced and adopted
at a Regular meeting of the City Council of San Rafael on MONDAY THE SECOND
day of JULY, 1990, by the following vote to wit:
AYES: COUN.CILHEMBERS: Boro, Breiner, Shippey, Thayer & Mayor Mulryan
NOES: COUNDILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
JE LEONCI 'I, Cit Clerk
� y
U R9Gi��A1
AGREEMENT
THIS AGREEMENT is entered into this 1st day of July, 1990, between City of
San Rafael, hereinafter referred to As "City", and ASSURED HEALTH SYSTEMS,
INC. a Massachusetts business corporation, hereinafter referred to as
"Assured".
WITNESSETH
WHEREAS, City desires to establish an Employee Assistance Program
("EAP") for its employees and their dependents;
WHEREAS, Assured offers a range of EAP services from design to
administration; and
WHEREAS, City desires that Assured develop, implement and operate an
EAP for its employees and their dependents.
NOW, THEREFORE, in consideration of the mutual covenants, obligations
and agreements set forth herein, the parties agree as follows:
I. TERM
1.1 This Agreement shall be effective from the date that it is entered into and
shall remain in full force and effect for an initial term ending June 30,
1991. Thereafter, this Agreement shall be automatically extended for
successive one (1) year periods unless terminated as hereinafter set forth.
All terms and provisions of this Agreement shall continue in full force and
effect during the extension period(s), except those contained in
subparagraph 3.2 (a), which shall be subject to modification by mutual
agreement.
II. TERMINATION
2.1 Either party may terminate this Agreement, with or without cause, upon
the conclusion of the initial term or upon the conclusion of any extended
one (1) year term by giving at least sixty (60) days prior written notice. This
Page 1
SSURED
ny HEALTH SYSTEMS. INC.
paragraph shall not restrict the right of either party to terminate this
Agreement as set forth in paragraphs -4.1(b) and paragraphs 4.9 and 4.10.
III. OBLIGATIONS OF THE PARTIES
3.1 Assured agrees to:
(a) Establish, promote, and manage the EAP;
(b) Develop policies and procedures to be used in connection with the
EAP;
(c) Provide ongoing consultation regarding benefits coverage for
employees and their families;
(d) Provide consultation on the. design of City's EAP informational and
publicity materials;
(e) Provide up to thirty (30) hours of training and health promotion as
mutually agreed upon;
(f) Provide in-person clinical assessment (1-3 sessions), referral and
follow-up for all employees and family members who seek help
through the EAP;
(g) Identify and evaluate the treatment resources network in areas
where City's employees work and reside;
(h) Provide a twenty-four (24) hour, seven (7) day a week telephone
Hotline;
(i) Provide counselors for telephone assistance through the Hotline;
0) Provide professional offices convenient to City for clinical services;
and
(k) Provide quarterly program summary reports.
3.2 City agrees to:
(a) Pay to Assured a Professional Fee (the "fee") for the ongoing
development and operation of the EAP equal to Two Dollars and
Thirty One Cents ($2.31) per employee per month for 360 employees
which includes coverage for such employee's dependent family
members, totalling Ten Thousand Dollars ($10,000.00) annually to be
paid in twelve monthly installm- nts of Eight Hundred Thirty Three
Page 2
AsSURED
HEALTH SYSTEMS, INC,
Dollars and Thirty Three Cents ($833.33). The fee shall be adjusted
annually to reflect the actual number of employees. City shall be
responsible for reporting the number of employees of City to Assured
on an annual basis;
(b) Reimburse Assured for incurred travel expense as approved by City
in advance;
(c) Reimburse Assured for expense incurred by Assured for slides,
brochures, or other communication materials;
(d) Reimburse Assured for incurred shipping expense for
communication material as approved by City in advance;
(e) Pay Assured for all other costs and expenses that are directly related
to the operation of the EAP, as approved by City in advance; and
(f) Obtain Assured's prior approval of any written materials prepared or
to be distributed by City which contains either Assured's name/logo
or a descriptionlexplanation of the services to be provided by Assured
pursuant to this Agreement.
IV. GENERAL COVENANT'S AND CONDITIONS
4.1 Billing
(a) On or before the first day of each one (1) month period during the
term of this Agreement commencing the day and year first above
written, Assured shall forward to City an invoice for the charges and
fees applicable to the current calendar month payable ty City. If any
amount so invoiced is not paid within forty-five (45) days after receipt
of said invoice, the outstanding balance shall bear simple interest
from the due date of said invoice at a rate of twelve percent (12%) per
annum until such amount is paid in full. Any amounts thereafter
received by Assured shall be applied first to interest accrued but
unpaid and then to the oldest invoice.
(b) The parties agree that if City fails to pay any such invoice by the
fifteenth (15th) day of the third calendar month following the month
the invoices are provided, that failure shall be a material breach of
this Agreement by City which shall give Assured the right to
Page 3
ASSURED
HEALTH SYSTEMS, INC.
terminate this Agreement by written notice to City delivered
personally or deposited in the United States mail, certified or
registered, with postage prepaid and addressed to City as provided for
in paragraph 4.11 hereof. Any such termination of this Agreement `
by Assured shall not affect City's obligation to pay amount due
Assured under this Agreement up to the date such termination is
effective, but no such payment shall affect the effectiveness of such
termination.
4.2 Solicitation of Employees
During the term of this Agreement and any extension periods, and for a
period of twelve (12) months after its termination, the parties hereto agree
not to solicit for employment or employ any past or present employee of
either party who was involved with the operation of the EAP or induce or
attempt to induce any such employee to leave the employ of the other party
unless otherwise agreed to by the parties hereto.
4.3 Confidentiality of Records
(a) The parties agree that the EAP records are confidential in nature
and will not be disclosed or redisclosed without the employee's or
family member's prior written consent. City and Assured further
agree to comply with all state and federal laws and regulations
governing the release of the EAP records.
(b) Upon termination of this Agreement, Assured agrees fo turn over
copies of its EAP records to City or its designated EAP successor.
However, such records shall only be released upon receipt by
Assured of a signed authorization form for each record which shall
meet the requirements of all applicable state and federal laws
relating to the disclosure of said records.
4.4 Assured Compliance with Regulations
Assured shall conduct its activities and operations in accordance with all
rules and regulations of City (as disclosed to Assured), and applicable state
and other governmental authorities.
Page 4
SSURED
HEALTH SYSTEMS, INC.
4.5 Governmental Regulations
City shall, at City's sole expense and cost, comply with all the requirements
of all county, municipal, state, federal and other applicable governmental
authorities, now in force, or which hereafter be in force pertaining to the
performance of this Agreement and shall faithfully observe all municipal
and county ordinances, state and federal statutes now in force or which
may hereafter be in force.
4.6 Circumstances Excusing Performance
This Agreement is subject to force maieure, and in the event that either
party hereto shall be prevented from the performance of any act required
hereunder by reason of strikes, lockouts, labor troubles, inability to procure
materials, failure of power, fire, winds, Acts of God, restrictive
governmental laws or regulations, riots, insurrections, war or other reason
of a like nature not reasonably within the control of the party in performing
any of its obligations under the terms of this Agreement, then performance
of such obligations shall be excused for the period of the non-performance,
and the period for the performance of any such obligations shall be
extended for an equivalent period.
4.7 Inclusion of All Terms and Conditions in Writing
This Agreement attached hereto embodies the whole agreement of the
parties. There are no promises, terms, conditions, or obligations other
than those contained herein; and this Agreement shall supersede all
previous communications, representations, or agreements, either verbal or
written, between the parties hereto.
4.8 Written Modification
There shall be no modification of this Agreement, except in writing and
executed with the same formalities of this Agreement.
Page 5 F1
AsSURED
HEALTH SYSTEMS. INC.
4.9 Termination for Breach of Contract
If either party shall violate any of the covenants undertaken herein, or any
of the duties imposed upon it by this Agreement, other than those covered in
subparagraph 4.1(b), such violation shall entitle the other party to
terminate this Agreement, provided that the party desiring to terminate for
such cause shall give the offending party at least thirty (30) days written
notice, specifying the particulars wherein it is claimed that there has been
a violation hereof; and if at the end of such time the party notified has not
removed the cause of complaint, or remedied the purported violation, then
the termination of this Agreement shall be deemed complete.
4.10 Termination in Event of Bankruptcy and Other Events
In the event proceedings in bankruptcy are commenced against either of
the parties, or either is adjudicated as bankrupt, or a receiver of either is
appointed and qualifies, or if the assets of either party are assigned for the
benefit of creditors, then either of the parties may terminate this
Agreement and all further rights and obligations hereunder, by giving
thirty (30) days written notice to the other.
4.11 Notices
All notices required to be served by provisions of this Agreement may be
served on any of the parties hereto personally or may be served by sending a
letter duly addressed by certified or registered mail. Notices to be served on
Assured shall be served at or mailed to: 20 Burlington Mall Road,
Burlington, Massachusetts 01803, Attention: President, with a copy to
Cynthia J. Flaa, Esq., 8765 W. Higgins, Suite 410, Chicago, Illinois 60631,
unless otherwise instructed. Notices to be served on City shall be served at
or mailed to: 1400 5th Ave., PO Box 60, San Rafael, CA 94915-0060,
Attention: Daryl Chandler, Personnel Officer, unless otherwise instructed.
4.12 Indemnification
(a) Assured shall indemnify and hold harmless City, its officers,
directors and employees, against liability, losses, damages or
expenses (including legal expenses) resulting from any claire based
Page 6
ASSURED
HEALTH SYSTEMS. INC.
on the negligent or intentional acts or omissions of Assured in
providing its services to employees of City or their dependents
pursuant to this Agreement.
(b) City shall indemnify and hold harmless Assured, its officers,
directors and employees, against liability, losses, damages or
expenses (including legal expenses) resulting from any claim based
on the negligent or intentional acts of omissions of City arising under
this Agreement.
IN WITNESS WIEREOF, the parties hereunto have set their hands the day
and year above written.
ASSURED Health Systems, Inc.
A Massachusetts business corporation
By. C YdS .d` , Q4ll, Attest: UY ti. j)?&j � CA_Date: �P l 1 8 / Q o
Charla Parker
Vice President, Western Division
City -,of San Rafael
By C ` Z` `�" ->-.
C--5"-Attest: ` �. Date: / , 2 / 9 0
Lawrence E. Mulryan, Mayor Jeanneeoncini, City Clerk
Approved as to Content: By: '-Jh -t �.t �� Date:
Suzanne -colt, Assistant to City Manager
Approved as to Form:
Page 7
By: ( rI�
Gary T. Ragghianti, City
Date: (a 1.2 el ,in
Attorney
ASSUED
HEALTH SYSTEMS, INC.