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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.