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Agr 2003 Employee Assistance Program EMPLOYEE ASSISTANCE PROGRAM AGREEMENT THIS AGREEMENT, made this 1st day of July, 2003, by and between New Directions Behavioral Health LLc., Leawood, Kansas, hereinafter desjgnated "New Directions" and The CÜy of Salina, Salina, Kansas, hereinafter designated "The City". WHEREAS, New Directions provides Employee Assistance Programs, hereinafter designated as "EAP", for the employees of business and governmental organizations. WHEREAS, The City desires that an EAP should be available to Üs employees. WITNESSETH: That for and in consideration of the mutual promises herein contained, Ü is understood and agreed 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 The City employees and their benefit-eligible dependents, and New Directions' Providers in The City's geographic areas. b. Assist in the introduction of an Employee Assistance program for The Cjty and the development of supporting information for the program. This shall include working with The City management and appropriate staff such as human resources, risk management and public relations. c. Assist in initial orientation training for The City management and employees according to schedules and at locations mutually agreed upon. Based on 505 employees, orientation will include a maximum of 5 (five) on-sÜe sessjons, including management/supervisory training and employee sessions. Additional sessions will be charged on a fee-for-service basis, see Attachment A. Training after initial roll out will be included in the hours of education specified in ld. d. Proyjde up to 7 (seven) hours of New Directions' EAP educational training, or benefitlhealth fairs. Urgent on-site interventions ( "CISM") will be calculated toward these hours. One benefitlhealth 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. Additional educational training hours and CISM will be billed on a fee-for-service basis as described in Attachment A. e. Provide assistance to The City employees and members of their families through (up to) 6 (six) individual interview and/or counseling sessions per incident. Such sessions will be in response to supervisors, management, or self-referrals. (Fitness for duty and disability evaluations not included). The cost of these counseling sessions is included in the fees paid by the City to New Directions. Neither the City or its employees will be billed additional fees for these services. f. Where indicated, refer The City employees to other agencies and individuals for assistance. In making such referrals to other agencies, due regard will be given to the appropriateness of the referrals in view of the need, location, cost and available resources; also, The City employees will be advised by New Directions that they and not New Directions shall be responsible for payment of all costs and fees of such agency for services rendered to them. g. Upon request, consult wjth individual City supervisors regarding workplace situations and potential 0 r actual management referrals. h. Provide The City with quarterly reports regarding the utilization of New Directions by employees. Such reports shall include the number 0 f employees who have participated in N ew Directions, but shall not include any information which might be used to identify an employee as a participant in New Directions Page 1 Employee Assistance Program Agreement 2. 3. EAP or which describes the problems or trea1ment of a specific employee, except as required by federal or state law. 1. Designate an account manager of New Directions to represent New Directions to The City in the day-to- day contact regarding the services covered by this agreement. J. Represent and warrant that all of the aforesaid services and trea1ments 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. k. Prepare and obtain a consent form from each participating City employee prior to the release of any information concerning the employee, except where stipulated by Federal and State laws. A New Directions EAP clinician will explain such form to each participating employee. 1. Procure and maintain such policies of general liability insurance and other insurance as shall be necessary to insure it against any claims for damages arising in connection with the performance of its obligations under this agreement. m Comply with applicable Federal and State laws and regulations in performance of the services set forth in this Agreement. RESPONSIBILITIES OF THE CITY 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 program after being hired. b. Provide internal and extemal publicity and communications appropriate to launch and maintain the program. c. Designate an employee of The City to be the coordinator of the Program and as such to represent The City to New Directions in the day-to-day contacts regarding services covered by this agreement. d. Provide pertinent policy and procedure information, including insurance benefit c overage to New Directions. e. Pay New Directions a fee upon the receipt of a written statement. The annual fee shall be the annual fee for all The City employees regardless of whether or not any covered employee has actually participated in New Directions, See Attachment A for fee schedule. TIlls fee is inclusive of all of New Directions expenses, including insurance premiums, transportation and preparation of reports. f. On an annual basis provide to New Directions an employee list representing actual employee population within a five (5) percent accuracy range. TERMS AND TERMINATION OF AGREEMENT a. TIlls Agreement will remain in effect from July 1, 2003 through June 30 and year to year thereafter until terminated by either party pursuant to paragraph b below. Page 2 Employee Assistance Program Agreement 4. b. This Agreement may be tenninated any time by either party hereto upon ninety (90) days advance 'Written notice to the other party. Upon notice of such tennination, neither party, however, shall be relieved from perfonning the covenants herein contained dUring such 90-day period, except that New Directions shall be relieved of perfonning services hereunder if tennination is the result of a default in payment for services rendered. c. In the event of such tennination, payment of the charges will be continued through the notice period to the date of conclusion of service. CONFIDENTIALITY a. Information that identifies an individual covered by the EAP shall be kept confidential in accordance with state and federal regulations. New Directions shall take all reasonable precautions to prevent disclosure or use of the information for a purpose unrelated to administration of the EAP. New Directions shall disclose such information only when needed to perform its obligations under this Agreement; in response to a court order; at the request of an authorized regulatory agency; or, with the written consent of the identified individual or his legal representative. b. Each party recognizes that in the course of performance of this Agreement that it may become aware of information that the other party deems confidential and! or proprietary. 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, each party agrees that it shall hold such information to be confidential and shall not reveal such information to any third party for any purpose without written consent of the other party. Each party agrees that this provision survives termination of the Agreement and inures to the benefits of the parties, their successors and permitted assigns. c. 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, or business methods, in any form whatsoever. d. Upon request, each party will promptly return to the disclosing party all documents and materials (and all copies thereof) containing any confidential or proprietary information of the disclosing party. e. HIP AA Compliance: The parties agree to amend this Agreement to become compliant with the HIP AA Regulations, or enter into a new agreement that is compliant with the HIP AA Regulations, on or before the compliance deadline mandated by the HIP AA Regulations (the "Compliance Date"). If the parties fail to agree on such an amendment or new agreement, either party may terminate this Agreement upon giving 30 days 'Written notice to the other party. 5. GENERAL PROVISIONS a. 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 Page 3 Employee Assistance Program Agreement party, except as otherwise expressly agreed. It is understood that New Directions is a managed care organization, which does not provide direct medical care. New Directions may auange for counseling services to be delivered by its employees or credentialed affiliate providers when it deems such services appropriate. b. Severability: If any part, term or provision of this A greement is held by a court 0 f competent jurisdiction to be illegal or unenforceable, the validity of the remaining provisions of this Agreement shan not be affected, and the rights and obligations of the parties shan 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. c. Caption & Headings: The captions and headings throughout this Agreement are for convenience and reference only. The words of the captions and headings shan not be construed to be part of the binding provisions of this Agreement. d. Trademarks and Svmbols: The City 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. The City 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. The City and New Directions wiD cease any previously approved usage immediately upon termination of the Agreement. The City and New Directions further agree that any advertising, promotional materials or other items which include the name of The City or New Directions are the property of the appropriate namesake and win be returned to the owner either upon request or at termination of the Agreement. e. Non-compete: Neither Party shan not recruit or hire any employee or a ffiliate provider 0 fthe other party during the term of this agreement or for a period of 12 months after its termination without the written consent of the other party. f. Waiver: Failure by The City, New Directions or both to insist upon compliance with any term or provision 0 fthis Agreement at any time or under any set of circumstances wiD not operate to waive or modify that provision or render it unenforceable at any other time whether the circumstances are or are not the same. No waiver of any of the terms or provisions of this Agreement win be valid or of any force or effect unless in each instance the waiver or modification is contained in a written memorandum expressing such alteration or modification and executed by The City 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 an of the representations, wauanties, covenants, and agreements between the parties and upon which the parties have relied. An 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 time by written Agreement between The City and New Directions. 1. Governing Law: This Agreement shan be governed by, construed and interpreted in accordance with the laws of the State of Kansas. J. Survival: An representations and warranties made in this Agreement and an terms and provisions hereof intended to be observed and performed after the termination hereof, shan survive such termination and continue, thereafter, in fun force and effect. Emplöyee Assistance Program Agreement Page 4 k. Counterpart 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 fITSt class registered or certified mail, to the following addresses: Tfto New Directions: If to The City: New Directions Behavioral Health, LLC PO Box 6729 Leawood, Kansas 66206 The City of Salina 300 West Ash Salina, KS 67402 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year fITst written above. By John F. Quick, President & CEO The City of Salina BYQ).~ ~~ . 'DE)",v\.rs /'-1. /ss/'-":i"r- TItle: ~ /'V1c..Ae...',V' ./ Date: 7- 7- 0/ Date: ¡; -/3- 6.7 Employee Assistance Program Agreement Page 5 The City of Salina A TT A CHMENT A New Directions Employee Assistance Program Contract Period: July 1,2003 to June 30, 2004 Fee: Based on 505 employees, the annual fee will be as follows: $25.50 per employee per year x 505 employees = $12,877.50 per year Payment: New Directions Employee Assistance Program will invoice The City on a quarterly basis. Based on the number ofreported employees, the billing will be $3,219.38. Possible annual increases are capped a 5% per year, based on annual review of utilization and administrative costs. Payment is due 30 days after receipt of Invoice. Terms: Fees are to remain unchanged for first contract year; however, billing is subject to change if the employee count increases or decreases by 10% or greater. Hourly Pricing for Additional Services On-site training $100 per hour --------------------------------------------------------------------------------------------------------------------------------------------------- Emergency on-site intervention ("CISM," less than 72 hours notice) $150 per hour --------------------------------------------------------------------------------------------------------------------------------------------------- DOT/SAP for Full-Service Clients DOT/SAP Training $ 125/per hour (See Attached DOT/SAP Agreement) $200/per hour Employee Assistance Program Agreement Page 6