HomeMy WebLinkAboutAGR-1823.Y - REACH EMPLOYEE ASSISTANCE, INC. - EMPLOYEE ASSISTANCE PROGRAMDocusign Envelope ID: BA6EAC15-1502-8636-8269-452E14E5319F
AGR-1823. Y
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PROFESSIONAL SERVICES AGREEMENT
Employee Assistance Program]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 10th day of May 2026 (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. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the business of providing such services and is experienced 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 providing 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.
Contractor shall perform all services in strict accordance with Exhibit "A." Contractor
acknowledges that City is relying upon Contractor's specialized expertise in providing employee
assistance, counseling, crisis intervention, substance abuse professional, referral, and related
services. Contractor shall ensure that all personnel providing services under this Agreement
possess and maintain all licenses, certifications,registrations,permits, and qualifications required
by applicable law.
Contractor shall comply with all applicable federal and state confidentiality and privacy laws,
including but not limited to HIPAA, the California Confidentiality of Medical Information Act,
and all laws governing psychological, counseling, and medical records.
2. Compensation, Fees, and Term.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed FIFTY THOUSAND DOLLARS and 00/100($50,000.00)except as
expressly authorized by the City Council or City Manager in accordance with applicable City
purchasing authority.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence, and all related expenses.
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C.This Agreement shall be in full force and effect from May 1,2026,through
June 30, 2029, unless otherwise terminated in accordance with Section 19 of this Agreement.
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.
e. City may withhold payment for any disputed, defective, incomplete,
unauthorized, or non-compliant services pending correction by Contractor.
4. Chance 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. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work,extension of time,and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
No course of conduct, oral statement, or prior course of dealing shall modify the requirements of
this Section.
5. Licenses. Contractor represents that it and any subcontractors 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 subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement. Contractor shall immediately notify City in writing of any
suspension, revocation, investigation, disciplinary proceeding, or restriction relating to any
required professional license or certification.
6. 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 furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
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indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not,under any circumstances,be considered employees of City,and that they shall
not be entitled to any of the benefits or rights afforded employees of City,including,but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental, long-term disability or workers' compensation insurance benefits. Contractor
shall not represent itself or any of its employees, subcontractors, or agents as employees or agents
of City.
7. 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.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager,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. City reserves the right to require the removal and replacement
of any Contractor personnel who, in City's reasonable judgment, are unqualified, incompetent,
unsafe,unprofessional, or otherwise unacceptable.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee. Contractor shall remain
fully responsible for the acts and omissions of all subcontractors.
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. Failure to
meet required response times,reporting obligations,staffing obligations,or performance standards
identified in Exhibit"A"may constitute a material breach of this Agreement.
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.
Confidentiality and Data Security.
12. Confidentiality and Data Security.
a. Contractor shall maintain the confidentiality of all records,
communications,medical information, counseling information,personnel information,personally
identifiable information, and protected health information obtained or generated in connection
with this Agreement.
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b. Contractor shall implement and maintain appropriate administrative,
technical, and physical safeguards to protect confidential information from unauthorized access,
disclosure,misuse, loss, or breach.
c.Contractor shall immediately notify City of any actual or suspected
cybersecurity incident, ransomware event, unauthorized access, disclosure, or breach involving
City information or City employee information.
d. Contractor shall cooperate fully with City in responding to any such
incident and shall bear all costs associated with remediation, notification, mitigation, regulatory
response, credit monitoring, and corrective action arising from Contractor's acts or omissions.
e.Contractor shall not sell, disclose, mine, analyze, share, or otherwise use
City information except as necessary to perform services under this Agreement.
13. Records Retention and Return of Records. Upon expiration or termination of
this Agreement, Contractor shall promptly return all City records and materials in Contractor's
possession, custody, or control, except to the extent retention is required by law.
14. Products of Contractor. The documents, studies, evaluations, assessments,
reports,plans, citations,materials,manuals,technical data, logs, files,designs, 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.
15. 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.
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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.
16. 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 consultant 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.
Contractor further warrants that no City officer or employee has any financial interest in this
Agreement within the meaning of Government Code section 1090 or the Political Reform Act.
17. 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"Indemnitees") 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 subcontractor'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 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, and as limited by California Civil
Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability
arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
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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.
e.Contractor's obligations under this Section shall not be limited by the
existence or amount of insurance maintained by Contractor or by any limitation of liability
provision contained in any proposal, intake form, acknowledgment, invoice, website terms, or
other Contractor document.
18. 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
terms 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 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
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Additional insured coverage shall apply on a primary and non-contributory basis.
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. Such coverage shall include privacy liability, cyber liability, and improper disclosure
of confidential or medical information.
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
ten(10) 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 rating 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.
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M. Certificates of insurance alone shall not satisfy the requirements of this
Agreement. Contractor shall provide endorsements and complete copies of policies upon request
by City.
19. 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.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors 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. City's audit rights shall survive termination of this Agreement.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state, and
federal laws which may apply to the performance of this Agreement. Contractor shall comply with
all laws_ governing employee assistance programs, counseling services, workplace privacy,
substance abuse professional services,confidentiality of medical information,and protected health
information.
b. Reserved.
c.Contractor represents and warrants that it:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
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3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
4) Has responded and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e.Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide,to the reasonable satisfaction of City,verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f.Contractor shall require all subcontractors or sub-consultants to make the
same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee,that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for,of and from any loss, including but not limited to fines,penalties and
corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. 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.
23. 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.
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24. 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" CITY"
REACH Employee Assistance Inc.City of Orange
101 E. Lincoln Avenue, Suite 230 300 E. Chapman Avenue
Anaheim, CA 92805 Orange, CA 92866-1591
Attn.: Dr. Marcus Dayhoff Attn.: Christina Lopez
Telephone: (714) 533-5701 Telephone: (714) 744-7250
E-Mail: and@reachline.com E-Mail: clopez@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts,each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
Signatures on next page]
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IN WITNESS 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
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Signed by:
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Printed Name: Dr. Marcus Dayhoff Jara((t . i enbrand, City Manager
Title:
By: ATTEST:
Printed Name:
Signed by:
Title:
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Pamela Coleman, City Clerk
APPROVED AS TO FORM:
DocuSigned by:
GDG adfOt.Qx7S 6r .,
Nathalie Adourian, City Attorney
NOTE:City requires the following signature(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 only 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, must be provided to
City.
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