Employee Asst Program 2005
NEW DIRECTIONS HERA VIORAL HEALTH
EMPLOYEE ASSISTANCE PROGRAM AGREEMENT
THIS AGREEMENT, made this 1st day of June, 2005, by and between New Directions Behavioral
Health LLc., Overland Park, Kansas, a Missouri limited liability company (NDBH), and City of Salina,
Salina, Kansas, (CLIENT).
WHEREAS, NDBH provides Employee Assistance Programs (EAP) for the employees of business
and governmental organizations; AND
WHEREAS, CLIENT desires that an EAP should be available to its employees and their benefit-
eligible dependants (pARTICIPANTS);
NOW THEREFORE, in consideration of the nmtual promises herein contained, the parties understand
and agree as follows:
1.
RESPONSffiILITIES OF NEW DIRECTIONS
a.
Maintain a dedicated toll-free number 24 hours, 7 days per week, 365 days per year for
access by CLIENT's employees and their benefit-eligible dependents, 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 up to 7 (seven) hoUr of New Directions' EAP educational training, or benefit/health
fairs. Applicable trainings can be taken from the specified EAP training list. On-site Critical
Incident Crisis Interventions ("ClCf') will 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.
Additional educational training hours and CICI will be billed on a fee-for-service basis as
descn'bed in Attachment A. Customized training and organizational development training
fees are negotiated separately.
d.
Provide assistance to PARTICIPANTS 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.)
e.
Where indicated, refer PARTICIPANTS 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 NDBH that they and not NDBH shan be responsible for payment of an costs
and fees for services rendered by the referral source to them.
f.
Upon request, consult with individual PARTICIPANTS supervisor regarding workplace
situations and potential or actual management referrals.
g.
Provide CLIENT with quarterly reports regarding PARTICIPANTS use of NDBH. Such
reports shall include the number of PARTICIPANTS who have accessed the EAP but
shall not include any information which might be used to identify PARTICIPANTS or
2.
which describes the problems or treatment of a specific PARTICIPANT, except as
authorized by applicable Federal or State law.
h.
Designate an account manager of NDBH to represent NDBH to CLIENT in the day-to-
day contact regarding the services covered by this AGREEMENT.
1.
Represent and warrant that all of the aforesaid services and treatments to be rendered will
be conducted by duly qualified personnel, as represented to NDBH in the credentialing
process, and that any and all referrals made by NDBH will be to such duly qualified
personnel.
j.
Comply with applicable Federal and State laws in performance of the services set forth in
this AGREEMENT.
k.
Provide the aforementioned services to PARTICIPANTS located only in the United
States of America, unless specified elsewhere within this AGREEMENT.
RESPONSmILITIES 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 P ARTICP ANTS 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 NDBH 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 NDBH.
f.
Pay NDBH 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 A for fee schedule.
g.
On an annual basis provide to NDBH 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 NDBH of the changes within 30
days.
3.
4.
TERMS AND TERMINATION OF AGREEMENT
a.
This AGREEMENT will remain in effect from July 1st, 2005, through June 30th, 2006,
and shall automatically renew year to year thereafter until terminated by either PARTY
pursuant to Paragraph below.
b.
After completion of the initial tenn 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 NDBH 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 win be continued through the
notice period to the date of conclusion of services.
d.
In the event CLIENT shall fail to pay NDBH all sums due hereunder within 14 days of
the date due, CLIENT shall pay NDBH a service charge on such unpaid sums in the
amount of 1.5% per month or any part of a month. CLIENT shall pay NDBH its
reasonable attorney's fees and costs incurred in the event NDBH refers CLIENT's
account to an attorney for collection. In the event payments are more than 45 days late,
NDBH may suspend service until all payments are made.
PRIVACY AND CONFIDENTIALITY
a.
NDBH, 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 P ARTICIP ANTS. NDBH 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" shan be posted on
the NDBH 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 fonn 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.
~
5.
GENERAL PROVISIONS
a.
Indemnity: NDBH 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 NDBH, or any employee or agent of
NDBH, in the performance or omission of an act or responsibility assumed or deemed to
be assumed by NDBH pursuant to this Agreement, to the extent that liability is
established under common law and to the extent of available insurance coverage.
Additionally NDBH shall identify CLIENT as a Certificate Holder for the Commercial
General Liability Policy that covers NDBH. CLIENT is a covered insured under this
Policy.
CLIENT will indemnify and hold harmless NDBH 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, tenn 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, tenn 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.
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.
e.
Trademarks and Symbols: CLIENT and NDBH 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 NDBH 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 NDBH will cease any previously approved
usage immediately upon termination of this AGREEMENT. CLIENT and NDBH further
agree that any advertising, promotional materials or other items which include the name
of CLIENT or NDBH are the property of the appropriate namesake and will be returned
to the owner either upon rèquest or at termination of the AGREEMENT.
f.
Waiver: Failure by CLIENT, NDBH, or both to insist upon compliance with any tenn 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 NDBH.
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. 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 time in writing between
CLIENT and NDBH.
1.
Governing Law: This AGREEMENT shall be governed by, construed and interpreted in
accordance with the laws of the State of Kansas.
J.
Survival: All representations and warranties made in this AGREEMENT and all terms
and provisions hereof intended to be observed and performed after the termination hereof,
shall survive such termination and continue, thereafter, in full force and effect.
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. .
I.
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
9393 West 1 10th Street, Suite 600
Overland Park, KS 66210
Attn: Account Management
IF TO CLIENT COMPANY:
ATTENTION:
City of Salina
300 West Ash Street, Room 200
Salina, KS 67402
IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT as of the date and year
fIrst written above.
New Directions Behavioral Health, LLC
By: Cl.ß ~ s? :;;r' Le--l
City of Salina
B,(/)R~ ~~~7
Title: City Manager,
June 7,2005
Title: Regional Vice President
Date: June 1st, 2005
Date:
ATTACHMENT A
NEW DIRECTIONS BEHAVIORAL HEALTH, LLC
EMPLOYEE ASSISTANCE PROGRAM
FEE SCHEDULE
Contract Period:
July 1st, 2005 to June 30th, 2006
Annual Renewal Date:
July 1st
Fee:
Based on 519 employees the fee will be as follows:
$31.88 per employee per year x 519 employees = $16,545.72 annual fee
(Substance Abuse Program included as outlined in Attachment B)
Additional services will be charged as indicated below.
Payment:
NDBH will invoice CLIENT quarterly.
Payment is due within 30 days after receipt ofInvoice.
Terms:
Billing is subject to change ü the employee count increases or decreases by
10% or greater. Services and fees will be reviewed sixty days before the
Annual Renewal Date. '
Pricing for Additional Services
On-Site Training beyond contract allotment " $100.00 per hour
(supervisor training, orientations, educational
seminars)
On-Site Critical Incident Crisis Intervention ("CICI"), $150.00 per hour
beyond contract a1lotment, ifless than 72 hours
advance notice given to NDBH
Organizational development and interventions DOT/SAP cases included in pricing
including, but not limited to, executive coaching, All other services negotiated upon request
customized training, sexual harassment, intervention,
mediations, Fitness for Duty evaluations, DOT/SAP
cases, and DOT training.
"
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ATTACHMENT B
NEW DIRECTIONS BEHAVIORAL HEALTH, LLC
SUBSTANCE ABUSE PROGRAM
WHEREAS, CLIENT is required by the Omnibus Transportation Employee Testing Act of 1991 ("Act"),
and the regulations issued thereunder by the Department of Transportation, to implement and maintain an
alcohol misuse prevention program for its employees; and
WHEREAS, NDBH has the ability and expertise to assist CLIENT, with the implementation and
maintenance of such a program; and
WHEREAS, CLIENT wishes to utilize the services ofNDBH and NDBH wishes to make its services
available to CLIENT to assist CLIENT in complying with the requirements Act.
NOW, THEREFORE, for and in consideration of the mutual promises herein contained, the parties agree as
follows:
1.
.
.
.
.
.
2.
3.
4.
NDBH will offer the following services to CLIENT and its employees to enable CLIENT to meet the
requirements of the Act:
Evaluating covered employees who violate the rules of the Act.
Determining the employee's need for assistance, either in-house or through referral to other resources.
Referring employees for necessary treatment.
Evaluating employees following treatment, to determine whether the employee has successfully
complied with the treatment program. .
Recommending a return to duty and follow-up testing of employees as indicated.
NDBH agrees that all of the services to be rendered will be conducted by duly qualified personnel, and that
any and all referrals made will be made to such duly qualified personnel.
CLIENT is responsible for its compliance with the Act, and is responsible for performance of all
requirements of the Act other than those delegated to NDBH in paragraph 1 above.
The parties agree that NDBH, through its performance of the functions listed in paragraph 1 above,
does not guarantee to CLIENT or to employee any particular results from employee's participation in the
program; that NDBH does not guarantee to CLIENT or its employees the continued eligibility for
employment of employee upon employee's completion of this program; that, other than for professional
liability issues of it's employees or agents, NDBH shall have no liability under the Substance Abuse
Program; and that CLIENT is legally responsible for the implementation of the program as required by the
Act.
5.
CLIENT agrees to pay to NDBH the fees shown on Attachment A of the Employee Assistance Program
Agreement.
Substance Abuse Program Agreement
NOBH Behavioral Health, LLC
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