AGR-1823.V - REACH EMPLOYEE ASSISTANCE INC - REACH EMPLOYEE ASSISTANCE PROGRAM - FY 2020-2022Hap- k52 3•\/
PROFESSIONAL SERVICES AGREEMENT
Employee Assistance Program]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this qk day of 'tune— 2020 (the `Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and REACH EMPLOYEE
ASSISTANCE INC., a California corporation ("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. Contractor shall perform all services in a manner reasonably satisfactory to
City and in a manner in conformance with the standards of quality normally observed by an entity
provided such services to a municipal agency. All services provided shall conform to all federal,
state and local laws, rules and regulations and to the best professional standards and practices. The
terms and conditions set forth in this Agreement shall control over any terms and conditions in
Exhibit "A" to the contrary.
2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed THIRTY THOUSAND DOLLARS and 00/100 ($30,000.00) without
the prior written authorization of City.
b. The above fee shall be charged at a rate of TWO DOLLARS and 00/100
2.00) per employee per month, and shall include all costs, including, but not limited to, all
clerical, administrative, overhead, insurance, reproduction, telephone, and all related expenses.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
C. City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Term. This Agreement shall be in full force and effect from July 1, 2020 through
June 30, 2022, unless otherwise terminated in accordance with section 18 of this Agreement.
5. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. The amendment shall set forth the changes of work, extension of
time, and adjustment of the compensation to be paid by City to Contractor.
6. Licenses. Contractor represents that it and any sub -contractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its sub -contractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
7. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for famishing
services pursuant to this Agreement.
S. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
9. Designated Persons. Only those qualified persons authorized by City or as
designated in Exhibit "A" shall perform work provided for under this Agreement. It is understood
by the parties that clerical and other nonprofessional work may be performed by persons other than
those designated.
10. Time of Completion. Contractor agrees to commence the work provided for in
this Agreement as required by the City and diligently prosecute completion of the work.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12. Reserved.
13. Products of Contractor. The documents, materials, records and other products
produced or provided by Contractor for this Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without restriction.
14. Equal Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
15. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a Contractor to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
16. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the "lndemnitees") entirely harmless from all liability arising
out of:
1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or Contractor's sub -contractor's
employees arising out of Contractor's work under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either directly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, Contractor agrees to indemnify and
hold htdemnitees entirely harmless from all liability arising out of any claim, loss, injury to or
death of persons or damage to property caused by its negligent professional act or omission in the
performance of professional services pursuant to this Agreement.
C. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
17. Insurance
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
C. Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of (1) a combined single limit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Contractor. Said insurance shall cover bodily injury, death and property damage for
all owned, non -owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terns of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 17.b and c, above, shall apply to City as an additional insured.
f. Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
thirty (30) days' prior written notice to City.
i. Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a raring of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self -insure the risk and charge Contractor for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein, a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1. Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
18. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
19. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its sub -contractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
shall be furnished if requested.
20. Compliance with all Laws. Contractor shall be knowledgeable of and comply
with all local, state and federal laws which may apply to the performance of this Agreement.
21. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
22. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written, pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
23. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CONTRACTOR"
REACH Employee Assistance Inc.
101 E. Lincoln Avenue, Suite 230
Anaheim, CA 92805
Attu.: Dr. Marcus Dayhoff
Telephone: 714-533-5701
E-Mail: md@ rtxchline.corn
C ffy,
City of Orange
300 E. Chapman Avcnuc
Orange, CA 92866-1591
Attn-: Sara Haedtier
Telephone: 7I4-744-7253
E-Mail: shaedtler(a a lvoforange_org
24. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which togcther shall constitute one and the same
itutrumcnt. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
IN WITNF,SS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR" "CITY"
REACH EMPLOYEE ASSISTANCE INC.. CITY OF ORANGE, a municipal corporation
a California corporation
Printed N'amc: r _ { o 72P By.
V no, City Manager
APPROVED AS TO FORM:
n..r
yfary tiiistmtg
Senior City Attomcy
NOTE: City requires the fallowing signaturv(s) on behalf of the Contractor:
1) the Chairman of the Board, the President or a Vice -President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If onh• one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, matt heprovided to
City.
EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
REACH
Employee Assistance
Work Life Services
REACH Scope of Services 2020-2022 for the City of Orange
Assessment/Counseling/Referral for Employees and Dependents.
A total assessment will be administered for a well-rounded analysis of the person's problem.
Employees and immediate family members are entitled to up to three sessions per incident every
six months and up to 6 sessions annually. REACH provides professional assessment/counseling
to the point of referring the client to an outside counseling professional or agency. In addition,
REACH provides follow-up consultation. The number of sessions offered, within this limit, will
be at the sole discretion of the REACH counseling staff.
Counseling Hours
REACH provides counseling hours from 8:00 a.m. to 5:00 p.m. Monday through Friday and will
respond appropriately and effectively to employee needs.
Every attempt will be made to see management referrals and employees in crisis as early as
possible to the time of call, and no later than 24 hours (during business hours) of the call being
made. All other clients will be seen within 48 hours of the call being made.
REACH provides confidential intake and psycho -social assessment and counseling to the point
of referral to employees and their immediate family members with a 24 hour telephone service.
REACH assures that no calls go unanswered and that all crisis callers receive courteous and
prompt service. During non -business hours, all calls answered by the REACH answering service
will be connected to the on -call counselor. The REACHIine number is 1- 800-273-5273.
Location
Employees and family members will have a choice of counseling either at one of our several
conveniently located offices or at one of our service provider's office.
Referral Network
When necessary, REACH will refer employees and dependents to appropriate, cost effective,
geographically convenient and highest quality services provided by individuals and agencies
which have been screened by our staff.
Monitoring/Follow-up
REACH will monitor and follow-up as long as appropriate all people referred by the REACH
program to outside individuals and community resources to assure the problem is resolved and
that the person is satisfied with the quality of referrals. In cases of management referrals,
REACH will also follow-up regularly with the City on status of job performance.
Service Utilization Reports
REACH will provide quarterly confidential reports on service utilization, aggregate client
profiles, assessed problems and outcome at case closure. Customer satisfaction reports will be
available upon request by the City.
Benefits
The City agrees to provide REACH with copies of all the City employee benefit plans and
appraise REACH of all changes as they occur.
Avoiding Conflict of Interest
REACH agrees to avoid conflict of interest by providing up to three referrals to clients based on
competency, geography and the most cost effective modality to deal with the client's problem(s).
No referrals will be made to the private practices of REACH counseling staff members or to any
private practitioner and/or agency that a REACH counselor has an economic relationship with.
Only the City can make exceptions to this role.
Alcoholism and Chemical Dependency Intervention SAP Services
REACH provides job related SAP Substance Abuse Professional alcoholism and chemical
dependency intervention services as required.
Policy and Procedure
The City agrees to consider implementing a policy and procedure statement on employee
assistance when appropriate. REACH will provide technical assistance to the City staff in writing
a policy and procedure statement on employee assistance.
Training
REACH will provide Management and Supervisory training sessions annually. The purpose of
these training sessions is to make managers and supervisors aware of City employee assistance
program policy and procedures, of how to identify poorjob performance as it relates to personal
problems and to familiarize them with the processes of referrals and follow-up. The effectiveness
of each training session will be evaluated.
Manager/Supervisor Consultation and Assistance
REACH will assist managers and supervisors calling REACHline for consultation on how to
deal with specific employee incidents or problems which may require EAP intervention. The
City agrees to encourage managers and supervisors to take advantage of this consultation service.
REACH supplies on request Management and Supervisor Employee Assistance Program
guidelines for inclusion in City personnel management guidelines.
Program Promotion
REACHline.com web site will provide online access to resources and information regarding
EAP and wellness related topics as well as online assistance.
Munch & Learn" presentations will be conducted periodically upon request by the City, at City
locations to maximize utilization of REACH services.
REACH brochure & REACHline cards will be supplied to the City for distribution to all
employees.
REACH Frontline will be supplied to the City quarterly for electronic distribution to all
supervisors.
REACHline Posters will be supplied from time to time to the City for posting on official staff
bulletin boards. Originals of promotional materials for inclusion as short articles in internal staff
newsletter or as check stuffers will be supplied upon request by the City.
REACH staff will participate at the City's employee benefit's faire upon request.
Quality
REACH conducts on -going quality assurance audits on all aspects of the program from
inception to end of the contract year. REACH will supply the City with quarterly reports.
THE CITY OF ORANGE REALIZES AND UNDERSTANDS
1. Top management support and commitment is essential to the success of the REACH Employee
Assistance Program at the City of Orange.
2. REACH is a totally confidential program. The City will only be aware of employees referred
officially by management and information about that employee will not be released without
written consent.
3. REACH will not, in all cases, be able to resolve the employee's or dependent's problem(s) in the
set number of counseling sessions. In such cases the employee or family member will be referred
to quality, cost effective resources available within the community.
4. Employees and dependents will not be charged for the services provided by REACH. If referrals
are necessary, those referrals may result in additional cost to the City's benefit plan and may
result in added costs to the employee or family member.
5. The REACH program is available to all full- and part-time employees and their dependents. The
REACH benefit starts on the first day of employment.
6. It is anticipated that the yearly employee utilization rate will be a minimum of 6-8%. The
REACH promotional program will aim at achieving at least this utilization rate.
Caring is our business"
101 E. Lincoln Ave., Ste. 230 • Anaheim, CA • 92805. 714 .533.5701 • Fax. 714. 533. 5700 . reachline.com