HomeMy WebLinkAbout1308 EAP Agrmt w/Horizon Behavioral ServicesCity Of Sanford
Agreement With Horizon Behavioral Services, LLC
For EAP Services (Piggyback)
This Agreement made and entered into this 1st day of March, 2010 by and
between the:
City of Sanford, Florida
City Hall
300 North Park Avenue
Sanford, Florida 32771
a municipal corporation of the State of Florida, holding tax exempt status, hereinafter
referred to as the "City," and:
Horizon Behavioral Services, LLC
2941 S. Lake Vista Drive
Lewisville, Texas 75067
a Delaware limited liability company, authorized to do business in the State of Florida,
hereinafter referred to as the "EAP Provider ".
The City and the EAP Provider are collectively referred to herein as the "parties ".
Witnesseth:
Whereas, the EAP Provider has entered an agreement to provide services to
Seminole County, the Seminole County Property Appraiser and the Seminole County
Supervisor of Elections pursuant to an Agreement which Agreement continues to be in
effect (hereinafter collectively the "Seminole County Agreement "; and
Whereas, the City desires to retain the EAP Provider for the work identified in the
specifications outlined in the Seminole County Agreement and for the periods set forth in
the Seminole County Agreement; and
Whereas, the Seminole County Agreement is attached hereto as Exhibit "A" along
with the certain other documents relating thereto to include, but are not limited to, the
documents relating to RFP- 600097- 06 /BJC which are incorporated herein by this reference
thereto; and
Whereas, the City desires to employ the EAP Provider for the performance to
support the activities, programs, and projects of the City upon the terms and conditions
hereinafter set forth and in the Seminole County Agreement, and the EAP Provider is
desirous of performing and providing such services upon said terms and conditions; and
Horizon Behavioral Services, Inc.
— Seminole County Piggyback Agreement
Page No. 1
Whereas, the EAP Provider hereby warrants and represents to the City that it is
competent and otherwise able to provide professional and high quality services to the City;
Now, Therefore, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed by and between the parties
hereto as follows:
Section 1: Extent Of Agreement/Integration /Amendment.
(a). This Agreement, together with the exhibits, constitutes the entire integrated
Agreement between the City and the EAP Provider and supersedes all prior written or oral
understandings in connection therewith. This Agreement, and all the terms and provisions
contained herein including, without limitation, the exhibits, constitute the full and complete
agreement between the parties hereto and supersedes and controls over any and all prior
agreements, understandings, representations, correspondence and statements regardless
of whether written or oral.
(b). This Agreement may only be amended, supplemented, or modified by a formal
written amendment.
(c). Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be valid only when expressed in writing and duly signed by the parties.
Section 2: No General City Obligation.
(a). In no event shall any obligation of the City under this Agreement be or constitute a
general obligation or indebtedness of the City, a pledge of the ad valorem taxing power of
the City or a general obligation or indebtedness of the City within the meaning of the
Constitution of the State of Florida or any other applicable laws, but shall be payable solely
from legally available revenues and funds.
(b). The EAP Provider shall not have the right to compel the exercise of the ad valorem
taxing power of the City.
Section 3: General Provisions.
(a). Each party hereto represents to the other that it has undertaken all necessary
actions to execute this Agreement and that it has the legal authority to enter into this
Agreement, and to undertake all obligations imposed on it. The person(s) executing this
Agreement for the EAP Provider certifies /certify that he /she /they is /are authorized to bind
the EAP Provider fully to the terms of this Agreement.
(b). This Agreement is for the services as described in this Agreement and are to be
accomplished in accordance with the controlling provisions of law and as directed by the
City to include all labor and materials that may be required.
Horizon Behavioral Services, Inc.
— Seminole County Piggyback Agreement
Page No. 2
(c). The EAP Provider acknowledges that the City may retain other contractors to
provide the same types of services for City projects. The City reserves the right to select
which contractor shall provide services for City projects.
(d). The EAP Provider acknowledges that the City has retained, or may retain, other
contractors and the coordination between said contractors and the EAP Provider may be
necessary from time -to -time for the successful completion of each Work Order. The EAP
Provider agrees to provide such coordination as necessary.
(e). The EAP Provider agrees to provide and ensure coordination between
goods /services providers.
(f). Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement to include, but not be limited to, each Work Order. The parties
covenant and agree that they shall diligently and expeditiously pursue their respective
obligations set forth in this Agreement and each Work Order.
(g). The EAP Provider shall maintain an adequate and competent staff and
professionally qualified persons throughout the performance of this Agreement to ensure
acceptable and timely completion of each Work Order.
(h). Requirements for signing and sealing plans, reports and documents prepared by the
EAP Provider shall be governed by the laws and regulations of Seminole County and State
regulatory agencies.
(i). No claim for services furnished by the EAP Provider not specifically provided for
herein shall be honored by the City.
Section 4: Commencement/Implementation Schedule Of Agreement.
(a). The EAP Provider shall commence the provision of services as described in this
Agreement immediately upon execution of this Agreement and a Work Order thereunder.
(b). The EAP Provider and the City agree to make every effort to adhere to the
schedules established for the various Work Orders as described in each Work Order.
However, if the EAP Provider is delayed at any time in the provision of services by any act
or omission of the City, or of any employee of the City, or by any other EAP Provider
employed by the City, or by changes ordered by the City, or by strikes, lock outs, fire,
unusual delay in transportation, unavoidable casualties, or any other causes of force
majeure not resulting from the inactions or actions of the EAP Provider and beyond the
EAP Provider's control which would not reasonably be expected to occur in connection with
or during performance or provision of the services, or by delay authorized by the City
pending a decision, or by any cause which the City shall decide to justify the delay, the
time of completion shall be extended for such reasonable time as the City may decide in its
sole and absolute discretion. It is further expressly understood and agreed that the EAP
Horizon Behavioral Services, Inc.
— Seminole County Piggyback Agreement
Page No. 3
Provider shall not be entitled to any damages or compensation, of any type or nature, or be
reimbursed for any losses on account of any delay or delays resulting from any of the
aforesaid causes or any other cause whatsoever.
Section 5: Length Of Agreement.
(a). The term of this Agreement is coextensive with the term of the Seminole County
Agreement.
(b). The EAP Provider's services shall begin upon written notification to proceed by the
City as set forth in a Work Order.
(c). The EAP Provider's services shall be on a Work Order basis and may include
matters such as serving as an expert witness.
Section 6: Description Of Services.
(a). The EAP Provider agrees to provide the services as outlined and described in this
Agreement all of which are to be provided to the City in accordance with the controlling
provisions of law as more specifically outlined in Exhibit A and Work Orders issued
hereunder.
(b). The EAP Provider shall diligently.and in a professional and timely manner perform
and provide the services outlined herein or as included in each subsequently entered Work
Order. Unless modified in writing by the parties hereto, the duties of the EAP Provider
shall not be construed to exceed the provision of the services pertaining to this Agreement.
(c). The City and EAP Provider agree that there may be certain additional services
required to be performed by the EAP Provider during the performance of the Work Orders
that can not be defined sufficiently at the time of execution of this Agreement. Such
services shall be authorized in writing as a Change Order in accordance with Section 21.
The Work Orders may contain addititonal instructions or provide specifications upon certain
aspects of this Agreement pertinent to the work to be undertaken. Such supplemental
instructions or provisions shall not be construed as a modification of this Agreement.
Section 7: Notices.
(a). Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by registered United States mail, with return receipt requested,
addressed to the party for whom it is intended, at the place last specified, and the place for
giving of notice shall remain such until it shall have been changed by written notice in
compliance with the provisions of this Section.
(b). For the present, the parties designate the following as the representative places for
giving of notice, to -wit:
(1). For the City:
Horizon Behavioral Services, Inc.
— Seminole County Piggyback Agreement
Page No. 4
City Manager
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
(2). For the EAP Provider
Horizon Behavioral Services, LLC.
2941 S. Lake Vista Drive
Lewisville, Texas 75067
(c). Written notice requirements of this Agreement shall be strictly construed and such
requirements are a condition precedent to pursuing any rights or remedies hereunder. The
EAP Provider agrees not to claim any waiver by City of such notice requirements based
upon City having actual knowledge, implied, verbal or constructive notice, lack of prejudice,
or any other grounds as a substitute for the failure of the EAP Provider to comply with the
express written notice requirements herein. Computer notification (e -mails and message
boards) shall not constitute proper written notice under the terms of the Agreement.
Section 8: Work Orders.
(a). The provision of services to be performed under this Agreement may commence
immediately upon the execution of this Agreement or a Work Order as directed and
determined by the City. Services to be provided by the EAP Provider to the City shall be
negotiated between the EAP Provider and the City. Each Work Order shall reference this
Agreement by title and date, include a detailed description of quantities, services, and a
completion schedule, and will be provided on EAP Provider letterhead. Services described
in said Work Order will commence upon the issuance of a City Notice -to- Proceed.
(b). If the services required to be performed by a Work Order is clearly defined, the
Work Order shall be issued on a "Fixed Fee" basis. The EAP Provider shall perform all
services required by the Work Order but in no event shall the EAP Provider be paid more
than the negotiated Fixed Fee amount stated therein.
(c). The EAP Provider and the City agree to make every effort to adhere to the schedule
established for the various Work Orders described in the Work Order.
(d). If the services are not clearly defined, the Work Order may be issued on a "Time
Basis Method" and contain a Not -to- Exceed amount. If a Not -to- Exceed amount is
provided, the EAP Provider shall perform all work required by the Work Order; but in no
event shall the EAP Provider be paid more than the Not -to- Exceed amount specified in the
applicable Work Order.
(e). For Work Orders issued on a "Fixed Fee Basis," the EAP Provider may invoice the
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Horizon Behavioral Services, LLC
— Seminole County Piggyback Agreement
amount due based on the percentage of total Work Order services actually performed and
completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee
amount equal to a percentage of the total services actually completed.
(f). For Work Orders issued on a "Time Basis Method" with a Not -to- Exceed amount,
the EAP Provider may invoice the amount due for actual work hours performed; but in no
event shall the invoice amount exceed a percentage of the Not -to- Exceed amount equal to
a percentage of the total services actually completed.
(g). Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not -
to- Exceed amount shall be treated separately for retainage purposes. If the City
determines that work is substantially complete and the amount retained, if any, is
considered to be in excess, the City may, at its sole and absolute discretion, release the
retainage or any portion thereof.
(h). For Work Orders issued on a "Time Basis Method" with a Limitation of Funds
amount, the EAP Provider may invoice the amount due for services actually performed and
completed. The City shall pay the EAP Provider one hundred percent (100 %) of the
approved amount on Work Orders issued on a "Time Basis Method" with a Limitation of
Funds amount.
Section 9: Change Orders.
(a). The City may revise the description of services set forth in any particular Work
Order.
(b). Revisions to any Work Order shall be authorized in writing by the City as a Change
Order. Each Change Order shall include a schedule of completion for the services
authorized. Change Orders shall identify this Agreement and the appropriate Work Order
number. The Change Orders may contain additional instructions or provisions specific
upon certain aspects of this Agreement pertinent to the services to be provided. Such
supplemental instructions or provisions shall not be construed as a modification of this
Agreement. An agreement between the parties on and execution of any Change Order
shall constitute a final settlement and a full accord and satisfaction of all matters relating to
the change of work and /or services and to the impact of the change on unchanged goods
and /or work including, but not limited to, all direct and indirect costs of whatever nature
and all adjustments to the EAP Provider schedule.
(c). If instructed by the City, the EAP Provider shall change or revise work that has been
performed, and if such work is not required as a result of error, omission or negligence of
the EAP Provider, the EAP Provider may be entitled to additional compensation. The EAP
Provider must submit for City approval a revised proposal with a revised fee quotation.
Additional compensation, if any, shall be agreed upon before commencement of any such
additional work and shall be incorporated into the work by Change Order to the Work
Order.
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Horizon Behavioral Services, LLC
— Seminole County Piggyback Agreement
Section 10: Compensation.
(a). Compensation to the EAP Provider for the services performed on each Work Order
shall be as set forth the Work Order /Change Order or as set forth in the Seminole Count y
Agreement which enumerates rates and charges of the EAP Provider.
(b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc.
and other items not directly attritbutable to items produced for each Work Order.
(c). Work performed by the EAP Provider without written approval by the City's
designated representative shall not be compensated. Any work performed by the EAP
Provider without approval by the City is performed at the EAP Provider's own election.
(d). In the event the City fails to provide compensation under the terms and conditions of
this Agreement, the EAP Provider shall notify the City's designated representative in order
that the City may take remedial action.
Section 11: Invoice Process.
(a). Payments shall be made by the City to the EAP Provider when requested as work
progresses for services furnished, but not more than once monthly. Each Work Order shall
be invoiced separately. The EAP Provider shall render to the City, at the close of each
calendar month, an itemized invoice properly dated, describing all services rendered, the
cost of the services, the name and address of the EAP Provider, Work Order Number,
Contract Number and all other information required by this Agreement.
(b). Invoices which are in an acceptable form to the City and without disputable items will
be processed for payment within thirty (30) days of receipt by the City.
(c). The EAP Provider will be notified of any disputable items contained in invoices
submitted by the EAP Provider within fifteen (15) days of receipt by the City with an
explanation of the deficiencies.
(d). The City and the EAP Provider will make every effort to resolve all disputable items
contained in the EAP Provider's invoices.
(e). Each invoice shall reference this Agreement, the appropriate Work Order and
Change Order if applicable, the billing period, and include the Project Status Report for the
period being billed.
(f). The Florida Prompt Payment Act shall apply when applicable.
(g). Invoices are to be forwarded directly to:
Finance Director
City Hall
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Horizon Behavioral Services, LLC
— Seminole County Piggyback Agreement
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
Section 12: Severability /Construction.
(a). If any term, provision or condition contained in this Agreement shall, to any extent,
be held invalid or unenforceable, the remainder of this Agreement, or the application of
such term, provision or condition to persons or circumstances other than those in respect
of which it is invalid or unenforceable, shall not be affected thereby, and each term,
provision, and condition of this Agreement shall be valid and enforceable to the fullest
extent permitted by law when consistent with equity and the public interest.
(b). All provisions of this Agreement shall be read and applied in pari materia with all
other provisions hereof.
(c). Violation of this Agreement by the EAP Provider is recognized by the parties to
constitute irreparable harm to the City.
Section 13: Indemnity.
(a). To the fullest extent permitted by law, the EAP Provider shall indemnify, hold
harmless, and defend the City, its agents, servants, officers, officials, and employees, or
any of them, from and against any and all claims, damages, losses, and expenses
including, but not limited to, attorneys fees and other legal costs such as those for
paralegal, investigative, and legal support services, and the actual costs incurred for expert
witness testimony arising out of or resulting from the performance or provision of services
required under this Agreement, provided that same is caused in whole or part by the error,
omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct
of the EAP Provider, its agents, servants, officers, officials, employees, or subcontractors.
The City does not waive its right to assert consquential damages against the EAP Provider.
(b). In accordance with Section 725.06, Florida Statutes, adequate consideration has
been provided to the EAP Provider for this obligation, the receipt and sufficiency of which is
hereby specifically acknowledged.
(c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the
City as set forth in Section 768.28, Florida Statutes.
(d). In claims against any person or entity indemnified under this Section by an
employee of the EAP Provider or its agents or subcontractors, anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, the indemnification
obligation under this Section shall not be limited by a limitation on amount or type of
damages, compensation, or benefits payable by or for the EAP Provider or its agents or
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Horizon Behavioral Services, LLC
— Seminole County Piggyback Agreement
subcontractors, under workers compensation acts, disability benefits acts, or other
employee benefit acts.
(e). The execution of this Agreement by the EAP Provider shall obligate the EAP
Provider to comply with the indemnification provision in this Agreement; provided, however,
that the EAP Provider shall also comply with the provisions of this Agreement relating to
insurance coverages.
Section 14: Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which, taken together, shall constitute one and the same
document.
In Witness Whereof, the parties hereto have made and executed this Agreement
on the respective dates under each signature with the City acting through its City
Commission and the EAP Provider signing by and through its duly authorized corporate
officer having the full and complete authority to execute same.
Attest:
Authorized Corporate Attesting
Horizon �e�havioral Services, LLC
By:
Auth ized Corpo a Officer
Corporate Officer
Attest:
acw"" 5-6�0kt�
Janet Dougherty, Ciq Clerk
For use and reliance of the
Sanford City Commission only.
Apgrovedas to form and leaali
Nam L. Colbert I
LOddlax &/ 67 6OF
&14
Date
City Of Sanford
Linda K hn Mayor
sl.�/ �o
Date
9
Horizon Behavioral Services, LLC
— Seminole County Piggyback Agreement
fttiik� A
SUBMIT PROPOSALS TO:
REQUEST FOR
PROPOSALS
Seminole County
1101 E. 1st Street, Room 3206
and
Sanford, Florida 32771
Proposer Aftowledgmsnt
Attu.: PURCHASING DIVISION
RFP- 6130097 -06BJC
Contact: Betsy J Cohen, CPPB
Request for Proposals for .
Purchasing Supervisor
Employee Assistance
407- 685••7112
bcohen@seminolecountyfl
Program
Location: of Opening:
Proposal Due Date N 8, 2006
Proposal Due Tune: 2:00 P .M.
County Semoss Building, Room #3208
1101 E ist Street, Sanford, Florida 32771
Proposer blame:
Federal Employer ID Number or SS Number.
The J.O. Allen O Inc.
59 2520610
If returning as a `No Subn*tal', state reason (if
MaTing Address:
so, return only this page):
2965 W.S.R 434, STE. 100
City, State, Zip:
Longwood, FL 32779
Type of (Circle one)
x (W —
Corporation par`inership
Authorized Signature (ManuaQ
P . rietorsh[ Joint Venture
Incorporated in the State of: Florid d
Telep Number. 407 862 1477 ---
TvDgd.Nww, Pam Pearson
Toil Free Tete i►oneNumber.. (WO .272 7 252
T Director, Sales & Market:ing
FaxNurnber. 407 862 1477
Date:
THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR
PROPOSAL
The Applicant is expected to completely analyze the information contained in this Request for
Proposals as guidance for the preparation of the submittal. The Applicant's submittal shall be
sufficiently speciflo, detailed, and complete to dearly and fully demonstrate the Applicant's
understanding of the proposed work requirements.
RFP - 600097 -0MC — Employee Assistance Program
2
Section I —
General description of Services
Seminole County has been under contract for Employee Assistance Services since 1990:
Current services Include, but are not limited to assessment of problems, counseling for
employees and their families, training sessions and other related services as detailed in the
Request for Proposal documents. These services are being advertised in an effort to obtain a
more broadened range of prospective Employee Assistance Programs (EAP).
The County intends -to contract with one (1) firm for the specified services. The County may
select to contract Option I and Option II.
Current number of employees
Option I — Board of County Commissioners Employees —1089
Property Appraiser Employees 53•
Supervisor of Elections Employees -15
Option II — Public Safety Employees — 417
Usacie in previous years
Option I Board of County Commissioners; Property Appraiser Employees; and Supervisor
of Elections - Approximately 16% annually
Option it Public Safety Employees: Approximately 12% annually
EAP Providers shall most the following requirements:
1. EAP Provider must have been ir1 business at least one (1) year
2. The Provider must submit copy of the professional lioense(s) to provide requested
services in the State of Florida for all staffing assigned to this project.
SCOPE OF SERVICES FOR I
Employee Assistance Program (EAP) Scope of Services — Board of County Commissioners
Employees (excluding Public Safety Department personnel), Property Appraiser and Supervisor
of Elections employees.
1. The EAP Provider will provide services to 1089 employees of the Board of County
Commissioners; 53 employees for the Property Appraiser's Office; and 15 for Supervisor
of Elections (1157 total). For Option 1, said employees consist of all Board of County
Commissioner's employees, excluding the employees of the Fire Rescue Division and
the Communications Division. The EAP provider agrees to a provision for minor
RFP- 60oo97- 06/BJC — Employee Assistance Program
increases or decreases (5% or less) in client population without change to the contract
or quoted fee amount.
2. The EAP Provider will accept employees and their immediate families who are self-
referred or referred to the EAP by their supervisors.
3. The EAP Provider will have day and evening hours scheduled for services and will also
have a 24 -hour, 7-day emergency hotrme available to deal with emergency situations.
4. The EAP Provider will advise employees of the next available appointment, and assist
employees with obtaining appointments in the office of their choice.
5. The EAP Provider will evaluate and diagnose the employee's problem. If necessary,
referrals will be made to other agencies or to a more intensive program offered by the
EAP Prov €der. Every. effort will be made by the EAP Provider to coordinate :referrals for
extended counseling with the County's insurance provider (United Healthcare). The
EAP Provider will provide the County with a listing and rate charge of other services
provided through their agency. Employees will have unlimited visits per contract period
covered under this program. The EAP Provider must be willing to provide some
flexibility, at no additional charge, to this program restriction based upon the situation.
For those employees who have been referred to other EAP Provider services or an
outside agency, the EAP Provider will stay in contact with the employee and referred
provider to ensure that the employee receives the proper and appropriate care.
6. To maximize program effectiveness, the EAP Provider will provide a comprehensive on-
site orientation program for all employees as an introduction to the services provided
through the Employees Assistance Program. Due to the many locations of the County
Offices, the dates, times and locations of the orientation program will be determined by
the County. The EAP Provider must agree to be available to provide at [east twenty (20)
orientation sessions during the initial startup of the program. Each employee attending
this program w €11 receive a brochure out€ining the EAP Provider's services. The brochure
content will be mutually agreed upon by the County and the EAP Provider. The EAP
Provider also agrees to provide 2,000 brochures for distribution by the County. The cost
of said brochures will be borne solely by the EAP Provider.
7. To maximize program effectiveness, the EAP Provider will provide a comprehensive on-
site program for management and supervisory personnel, with dates, times and
locations to be determined by the County. This program will not only acquaint
management and supervisory personnel to the purpose of the EAP Program, but also to
help utilize EAP as a supervisory tool and encourage a high level of enthusiasm for the
program. The EAP Provider agrees to. provide a supervisory training manual/handbook
for use by supervisory personnel. The content of the manual/handbook will be mutually
agreed upon by the County and the EAP Provider. The EAP Provider agrees to provide
the County WIWI 500 said manuals/handbooks for distribution by the County. The EAP
Provider agrees to bear the cost for production and printing of these
manuals/handbooks.
g. The EAP Provider agrees to provide periodic training sessions throughout the term of
the agreement as a refresher to both employees and supervisory personnel. The EAP
Provider also agrees to provide training for stress management and other'mental health
issues as requested by the County.
g, The EAP Provider will provide, via telephone, assistance and consultation to supervisors
on an as- needed basis for guidance on handling EAP issues including supervisory
referrals.
40. The EAP Provider agrees to provide promotional materials to the County for posting at
the various County work sites. The type and amount of materials shall be mutually
agreed upon by the County and the EAP Provider. Suggested promotional materials
include, but not limited to, home mailings of program brochures, bulletin board displays,
RFP- B00097 -DMC — Employee Assistance Program
4
visits by the EAP Provider and their staff to County work-sites, and
articles/announcements for inclusion in the County's employee newsletter.
11. Quarterly meetings with the EAP Provider and the designa#ed County representative to
review a written statistical report on client services will be conducted and coordinated by
the County.
12. The EAP Provider must provide assurances to the County on the confidentially of
meeting sessions. This should include scheduling so that employees from the County
are not given "adjacent" appointments.
13. All EAP participants will have an opportunity to anonymously evaluate the services
received through the EAP Provider. The format of said evaluation will be mutually
agreed upon by the County and the EAP Provider.
SCOPE OF SERVICES FOR OPTION II
Employee Assistance Program (EAP) Scope of Services — Public Safety Department.
1. The EAP Provider will provide services to 417 employees of the Seminole County Public
Safety Department.
2. The EAP Provider will accept employees and their immediate families who are self-
referred or referred to EAP by their supervisors.
3. The EAP Program will have day and evening hours scheduled for services and will also
have a 24 -hour, 7 -day emergency hotline available to deal with emergency situations.
4. The EAP Provider will evaluate and diagnose the employee's problem within three (3)
Visits. If necessary, referrals will be made to other agencies or to a more intensive
program offered by the EAP Providers. Every effort will be made by the EAP Provider to
coordinate referrals for extended counseling with the County's insurance provider
(United Healthcare). The EAP Provider will provide the County with a listing and rate
charge of other services provided through their agency. The EAP Provider must be
willing to provide some flexibility, at no additional charge, to this program restriction
based upon the situation. For those employees who have been referred to other EAP
Provider services or an outside agency, the EAP Provider will stay in contact with the
employee and referred provider to ensure that the employee receives the proper and
appropriate care.
5. To maximize program effectiveness, the EAP Provider will provide a comprehensive on-
site orientation program for all employees as an introduction to the services provided
through the Employees Assistance Program. Due to the many ' locations of County
Offices, the dates, times, and locations of the orientation program will be determined by
the County. The EAP Provider must agree to be available to provide at least twenty
orientation sessions during the Initial start -up of the program. Each employee attending
this program will receive a brochure outlining the EAP Provider's services. The brochure
content will be mutually agreed upon by the County and the EAP Provider. The EAP
Provider also agrees to provide 500 brochures for distribution by the County. The cost
of said brochures will be borne solely by the EAP Provider.
6. To maximize program effectiveness, the EAP Provider will provide a comprehensive on-
site program for management and supervisory personnel, with dates, times,, and
locations to be determined by the County. This program will not only acquaint
management and supervisory personnel to the purposes of the EAP Program but also to
help utilize EAP as a supervisory tool and to encourage a high level of enthusiasm for
the program. The EAP Provider agrees to provide a supervisory training.
manuallhandbook mutually agreed upon by the County. The EAP Provider agrees to
provide the County With 100 said manuals/handbooks for distribution by the County.
RI=P- 60D097 -0M0 — Employee Assistance. Program
14
Section 5
Price Proposal
PROJECT: REQUEST FOR PROPOSALS FOR EMPLOYEE ASSISTANCE PROGRAM
PROJECT NUMBER: RFP- 600087- 06/BJC
Name of Proposer: The J.D. Allen Group, In
Mailing Address: 2965 W.S.R. 434, Ste:, 100
Street Address:
City(State2p: Longwood, FL 32779
Phone Number. (±Oj 788 8822 FAX Number: ( 40.7 ) 862 1477
Pursuant to and in compliance yrlth the Request for Proposals, Instructions to Proposers,
and the other documents relating thereto, the undersigned Proposer, having familiarized himself
with the terns of the Contract Documents, hereby proposes and agrees to perform all in strict
conformity Contract Documents, Including Addenda Nos. -f-i
through , on file at the Purchasing Division for the amount hereinafter set forth.
The undersigned, as Proposer, declare§ that the only persons or parties interested in this
proposal as principals are those named herein; that this proposal is made without collusion with
any person, firm or corporation.
COST PROPOSAL
Option I - Board of County Commissioners Employees -1089
Property Appraiser Employees - 53
Supervisor,of Elections Employees -1a
Rate per Employee Household: $ i2 9s Annual Rate: $ 14,983.15
Option If - Public Safety Employees - 417
Rate per Employee Household: $ 14.95
Option Ifl - Sheriff's office personnel - 697
Rate per Employee Household: $
16.45
Annual Rate: $ 6.2.34.15
Annual Rate: $ 11 .465.65
Option IV -All Personnel -2271
Rate per Employee Household: $ 12.25 Annual Rage: $ 27,819.75
k 5 year rate guarantee
Savings $4,863.05
P-600097 -061BJC - Employee Assistance Program
15
The EAP Provider must submit:
Number of training hours the EAP Provider will provide as part of the contract for Brown Bag
Lunch training: 20
Scheduie of fees for training programs not included as part of the contract (i.e., Workplace
Violence, etc.).
$•175.00 l hour additional trainings
IN WITNESS yvHEREOF, PROPOSER has hereunto executed this FORM this
L_ day of Y . _, 2C 06
The J. D. Allen Group, Inc
(Name of PROPOSER) (Signature of person signing FORM)
Pam Pearson
(Printed name of person signing FORM)
Director, Sales & Marketing
(Title of person signing FORM)
, FP- 600097 -DMC — Employee Assistance Program
INVESTMENT SUMMARY
EAP ARID SAP SERVICES
• Self-referrals/Supervisor referrals
• Assessment and General Counseling
• Referrals to community resources when applicable
• Crisis Stabilization with 24-hour service
• Case Management
• Quarterly utilization repbrts
• Supervisor and last chance reporting; compliance/hop-compliance
Fitness for Duty exams
• SAP - following DOT and Florida Drug Free regulations
Full range of training and ongoing program development
• Printed materials and program promotion
Program Delivery to include:
Supen►iisor Orlentation/Training*
As requested 1 -hour to 1.5 supervisor training
sessions with printed materials and
DVD ............................................... ............................... ......................Included
Employee Orientation/Training"
As requested 45- minutes to 1 hour supervisor training
sessions with printed materials and
DVD....................... ... .... .............................. .... ....... .......................Included
Education/We gness' Workshops
Twenty (20) I -hourr wellness workshops.
Select from list of topics or provide specific workshop
requests...................................... ............................... ......................Included
Program Development/ Management Consultation
Policy development, strategic planning,
training and program orientation .......................... ....................... Included
Critical laddent Stress Management Services .
TAG will provide fifteen (15) hours on site'assistance and systematically
help restore equilibrium with a process referred to as
Critical Incident Stress Debriefing.......» ........ ................ ».............. Included
Fitness for Flirty
TAG's Fitness for Duty evaluations (Level One) in the areas of mental
health and substance abuse consists of diagnostic interviews and
evaluations by qualified professionals ................... .......................Included
CD
�D
= 3
O
�J
n
O
C
Ficrattaal/I.ega1
Asdsta=
TAG has teamed up with Legal Access Plans, Inc. to provide
a complete Legal Protection and Financial Planning Package for
your employees and their household members. This iiis� extended
service and a free benefit through your Employ gram
(E,AP) .................................................................. .:............................. Included 1
Printed Materials 1
Brochures, letters, policy statements, posters, business -size
EAPcards ............................................................ ............................... Included
Internet Ser&es
All employees will have access to www.theallengroup.com
for a wealth of printable information on clinical and non- cllnlcal topics
Including ffnanccialAegWdebt management resources and
additional helpful links ................................... ......I........................ included
EAP SERVICES
Unlirl,wd Shoot Term Counseling sessions, rase management and follow
up for employees and household members.
OPTION ONE
Board of County Commissioners Employees (1089)
Property Appraiser Employee (53)
Supervisor of Elections (15)
Rate per household $ 12.95 Annual Rage $ 14,983.15
OPTION TWO
Public Safety Employees (417)
Rate per household $ 1495 Annual Rate $ 6234.15
OPTION THREE
Sheriff's Office Personnel (697)
Rate per household $ 16.45 Anneal Rate $ 11,465.65
OPTION FOUR
All Personnel (2271)
Rate off f household $ 12.25 Annual Rate $ 27,819.75
ADVANTAGE WORK-LIFE (Optional)
Enhanced Web access and online intake request for childcare, family
and daily living resources .................$.t0 per employee per month
TAG 48
IMp EMENTATION WORKSHEET
COMMUNICATIONS
TAG also provides for the delivery to the coordinator,
all brochures, newsletter articles, posters and
other promotional materials that will be used. Your organization should accomplish the following:
DATE COMPL.ET
TASK
Program announcement sent out to executives.
Program announcement sent out to managers.
Progra announcement sent out to employees.
Program announcement sent out to other groups.
i Program announcement sent out to employee homes
I with Q & A brochures.
Posters received and dlisplayed..
Newsletter article published..
Other promotions:
FAG 50
IMPLEMENTATION WORKSHEET
COUNSELING SERVICES
TAG ensures that counseling is available for ail employees and that services are provided according
.o the contract. TAG also establishes the appropriate telephone lines which are incorporated into
promotional materials. A 24-hour line is staffed for emergencies.
Vni it aroanization will need to accomplish the following: '
TASK • I DATE COMPLETED
vard employee population by city, state,'zip code
work sites to TAG.
PROGRAM EVALUATION
TAG provides anationwide computer tracking system to monitor program utilization and collect
appropriate data. TAG then analyzes the data, interprets it and produces reports on your
program's effectiveness. TAG then makes recommendations for program promotion and
program changes. TAG also provides pre - addressed feedback cards to your employees and
managers when they complete counseling or use the Management Consultation and Referral
Services. These cards are returned to designated recipient within your organization. Your
organization should accomplish the following:
TASK
DATE COMPLETED
Review standard data collection table. Advise if acceptable.
Decision made on where feedback cards.will be sent.
Employee demographics that match data collection
tables forwarded to TAG.
Reporting cycle detemnined along with who receives
copies of the reports.
TAG 52'
Martin Drake, Human Resources
Leeanna Raw, Public Safety
Charlene Pike, Elections
Tyra Miller, Property Appraiser
County Attorney's Office
Finance
File
Department of Xdmi stratiye Services
1eurchasin8 and Contracts Division
BJMDAS 1dA"ACCHDU'
Lisa X V.ner
Senior ftocurementAxa
LETTER OF
TRANSMITTAL
1101 East First Street
Sanford, Florida 32771
(407) 665 -7113 - Phone
(407) 665 -7956 - Fax
lriner@seminolecountyfl.gov
TO: THE J.D. ALLEN GROUP, INC.
ATTN: Pam Pearson
DATE February 21, 2007
Re: RFP- 600097- 06 /BJC - Employee
Assistance Program Agreement
- - ..�..
>' -} "° :.tip: •.ti- w�. .:ie ::tz - i4r.:J: ,r.. -r t.:_ .'3:'
DOCUMENTS ATTACHED:
0 Agreement ❑ Close Out Documents ❑ scope
❑ Change Order ❑ RFP /PS Documents 13 Amendment
REQUESTED ACTION:
El For yoWC files.
Comments:
For your files. If you have any questions or need further assistance, please contact the Purchasing and
Contracts Division at 407 -665 -7113. 'Thank you.
Martin Drake, Human Resources
Leeanna Raw, Public Safety
Charlene Pike, Elections
Tyra Miller, Property Appraiser
County Attorney's Office
Finance
File
EMPLOYEE ASSISTANCE PROGRAM AGREMNT (RFP- 600097- 06 /BJC)
THIS AGREEMENT is made and entered into this v` S� day of
R bLLAJ_ �-f q 2007, by and between SEMINOLE COUNTY, a political
subdivision of the State of Florida, whose address is Seminole County
Services Building, 1101 East First Street, Sanford, Florida 32771,
hereinafter referred to as "COUNTY ", SEMINOLE COUNTY PROPERTY
APPRAISER, whose address is Seminole County Services Building, 1101
East First Street, Sanford, Florida 32771, hereinafter referred to as
"APPRAISER - , SEM114OLE COUNTY SUPERVISOR OF ELECTIONS, whose address is
1500 E. Airport Boulevard, Sanford, Florida 32773, hereinafter re-
ferred to as "SUPERVISOR and THE J. D. ALLEN GROUP, INC., duly au-
thorized to conduct business in the State of Florida, whose address is
2965 W. State Road 434, Suite 100, Longwood, FL 32792, hereinafter re-
ferred to as "EAP PROVIDER."
W I T N E S S E T H;
WHEREAS, COUNTY, APPRAISER, and SUPERVISOR desire to retain the
services of competent and qualified providers to provide an employee
assistance program for COUNTY's, APPRAISER's, AND SUPERVISOR's em-
ployee assistance program project in Seminole County; and
WHEREAS, COUNTY, APPRAISER, and SUPERVISOR have requested and re-
ceived expressions of interest for the retention of services of pro-
viders;
a
WHEREAS, EAP PROVIDER is competent and qualified to furnish ser-
vices to COUNTY, APPRAISER, and SUPERVISOR and desires to provide its
professional services according to the terms and conditions stated
herein,
CERTIFIED COPY
MARYANNE MORSE
CLERK Of CIRCUIT COURT
S l LE COtI : FLO A
DEP CLERK
NOW, THEREFORE, in consideration of the mutual understandings and
covenants set forth herein, COUNTY, APPRAISER, and. SUPERVISOR and EAP
PROVIDER agree as, follows':
SECTION 2. SERVICES. COUNTY, APPRAISER, and SUPERVISOR do
hereby retain EAP PROVIDER to furnish professional services and per-
form those tasks as further described in the Scope of Services at-
tacked hereto and incorporated herein as Exhibit A.
9ECTION.2. AUTHORIZATION FOR SERVICES. Authorization for per-
formance of professional services by the EAP PROVIDER under this
Agreement shall be in the form of written notice to proceed issued and
executed by COUNTY.
SECTION 3. TimE FOR COMPLETION. The services to be rendered by
EAP PROVIDER shall be commenced upon issuance of the notice to proceed
issued by COUNTY and shall be completed in accordance with time peri-
ods established by COUNTY's Human Resources Director.
SECTION 4. CompENSATION AND PAYMENT. The COUNTY, APPRAISER, and
SUPERVISOR agree to compensate PAP PROVIDER for the professional ser-
vices called for under this Agreement in accordance with the Fee
Schedule attached as Exhibit S, which is incorporated herein by refer-
ence. The annual fees paid to RAP PROVIDER pursuant to this Agreement
shall not exceed the amount budgeted by COUNTY for employee assistance
program services for each year of the Agreement term.
SECTION 5. BILLING AND PAYMNT. EAP PROVIDER shall render to
COUNTY, APPRAISER, and SUPERVISOR, at the close of each calendar
month, an itemized invoice, properly dated, describing the services
rendered, the cost of the services, the name and address of the EAP
2
PROVIDER, Contract Number, and all other information required, if any,
by this Agreement. The original invoice and one (1) copy shall be
sent to:
Director of County Finance
Seminole County Board of County Commissioners
Post Office Box 8080
Sanford, Florida 32772 -8080
Two (2) copies of the invoice shall be sent to each of the fol-
lowing:
Human Resources Director
County Services Building
1101 East 1 5t Street
Sanford, Florida 32771
Property Appraiser
County Services Building
1101 East 1 St Street
Sanford, Florida 32771
Supervisor of Elections
1500 E. Airport Boulevard
Sanford, Florida 32773
SECTION 6. GENERAL TERMS OF PAYMENT AND BILLING.
(a) Upon satisfactory completion of work required hereunder and
upon acceptance of the work by COUNTY, APPRAISER, and SUPERVISOR, EAP
PROVIDER may invoice COUNTY, APPRAISER, and SUPERVISOR for the full
amount of compensation provided for under the terms of this Agreement.
COUNTY, APPRAISER, and SUUPERVISOR shall. pay EAP PROVIDER within thirty
(30) days of receipt of such invoice.
(b) COUNTY, APPRAISER, and SUPERVISOR may perform or have per-
formed an audit of the records of EAP PROVIDER after, final payment to
support final payment hereunder. This audit would be performed at a
time mutually agreeable to EAP PROVIDER and COUNTY, APPRAISER, and SU-
PERVISOR subsequent to the close of the final fiscal period in which
3
the last work is performed. Total compensation to EAP PROVIDER may be
determined subsequent to an audit as provided for in subsection (c)
and of this subsection, and the total compensation'so determined shall
be used to calculate final payment to ZAP PROVIDER. Conduct of this
audit shall not delay final payment as required by subsection (a) of
this Section.
(c) EAP PROVIDER agrees to maintain all books, documents, pa-
pers, accounting records, and other evidences pertaining to work per-
formed under this Agreement in such a manner as will readily conform
to the terms of this Agreement and to ,Hake such materials available at
EAP PROVIDER's office at all reasonable times during the Agreement pe-
riod and for five (5) years from the date of final payment under the
contract for audit or inspection as provided for in subsection (a) of
this Section.
(d) in the event any audit or inspection conducted after final
payment, but within the period provided in subsection (c) of this Sec-
tion, reveals any overpayment by COUNTY, APPRAISER, and SUPERVISOR un-
der the terms of the Agreement, EAP PROVIDER shall refund such over-
payment to COUNTY, APPRAISER, and SUPERVISOR within thirty (30) days
of notice by the COUNTY, APPRAISER, and SUPERVISOR.
SCION 7. RESPONSIBILITY OF EAP PROVIDER.
(a) EAP PROVIDER shall be responsible for the professional
quality, technical accuracy, and coordination of all studies, reports,
and other services furnished by EAP PROVIDER under this Agreement.
EAP PROVIDER shall, without additional compensation, correct or revise
any errors or deficiencies in its services.
4
(b) Neither COUNTY, APPRAISER, nor SUPERVISOR's review, ap-
proval, or acceptance of, nor payment for, any of the services re-
quired shall be construed to operate as a waiver of any rights under
this Agreement or of any cause of action arising out of the perform-
ance of this Agreement; and EAP PROVIDER shall be and remain liable to
COUNTY, APPRAISER, and SUPERVISOR in accordance with applicable law
for all damages to COUNTY, APPRAISER, and SUPERVISOR caused by EAP
PROVIDER's performance of any of the services furnished under this
Agreement.
SECTION 8. TERM. This Agreement shall take effect on the date
of its execution by COUNTY, APPRAISER, and SUPERVISOR and shall run
for a period of three (3) years, and at the option of the parties, may
be extended for two (2) additional one (1) year terms.
SECTION 9. TERMINATION.
(a) COUNTY, APPRAISER, and SUPERVISOR may, by written notice to
the EAP PROVIDER, terminate this Agreement, in whole or in part, at
any time, either for the COUNTY's; APPRAISER's, or SUPERVISOR's con-
venience or because of the failure of the EAP PROVIDER to fulfill its
Agreement obligations. In the event the EAP PROVIDER breaches any ma-
terial obligation under this Agreement ( "Default - ), COUNTY, APPRAISER,
and SUPERVISOR shall give the EAP PROVIDER written notice of the
breach and required that the breach be cured ( "Cure Notice -). If EAP
PROVIDER fails to cure the specified breach to the reasonable satis-
faction of COUNTY, APPRAISER, and SUPERVISOR within fifteen (15) days
of receipt of the Cure Notice (or other mutually agreed upon time pe-
riod), COUNTY, APPRAISER, and SUPERVISOR shall have the right to ter-
k
urinate this Agreement as provided for under this Section. Upon re-
ceipt of such notice to terminate, EAP PROVIDER shall:
(1) immediately discontinue all services • affected unless
the notice directs otherwise, and
(2) deliver to COUNTY, APPRAISER, and SUPERVISOR all
plans, studies, reports, estimates, summaries, and such other informa-
tion and materials as may have been accumulated by the EAP PROVIDER in
performing this Agreement, whether completed or in process.
(b)• if the termination is for the convenience .of COUNTY,
APPRAISER, or SUPERVISOR, the EAP PROVIDER shall be paid compensation
for services performed to the date of termination.
(c) If the termination is due to the failure of EAP PROVIDER to
fulfill its Agreement obligations, COUNTY, APPRAISER, or' SUPERVISOR
may take over the work and prosecute the same to completion by Agree-
ment or otherwise. In such case, EAP PROVIDER shall be liable to
COUNTY, APPRAISER, or SUPERVISOR for reasonable additional costs occa-
sioned to the COUNTY, APPRAISER, and SUPERVISOR thereby. The EAP
PROVIDER shall not be liable for such additional costs if the failure
to perform the Agreement arises out of causes beyond the control and
without the fault or negligence of EAP PROVIDER. Such.causes may in-
clude, but are not limited to, acts of God or of the public enemy;
acts of COUNTY'. APPRAISER, and /or SUPERVISOR in either its sovereign
or contractual capacity; and fires, floods, epidemics, quarantine re-
strictions, strikes, freight embargoes, and unusually severe weather;
but, in every case, the failure to perform must be beyond the control
and without the fault or negligence of EAP PROVIDER.
0
(d) If after notice of termination for failure to fulfill
Agreement obligations it is determined that the EAP PROVIDER had not
so failed, the termination shall be deemed to have been effected for
the convenience of the COUNTY, APPRAISER, and SUPERVISOR. In such
event, adjustment in the Agreement price shall be made as provided in
subsection (b) of this Section.
(e) The rights and remedies of the COUNTY, APPRAISER, and
SUPERVISOR provided in this clause are in addition to any other rights
and remedies provided by law or under this Agreement.
SECTION 10. EQUAL OPPORTUNITY EMPLOYMENT. EAP PROVIDER agrees
that it will not discriminate against any employee or applicant for
employment for work under this Agreement because of race, color, re-
ligion, sex, age, or national origin and will take steps to ensure
that applicants are employed and employees are treated during employ-
ment, without regard to race, color, religion, sex, age, or national
origin. This provision shall include, but not be limited to, the fol-
lowing: employment, upgrading, demotion, or transfer; recruitment ad-
vertising; layoff or termination; rates of pay or other forms of com-
pensation; and selection for training, including apprenticeship.
SECTION 11. NO CONTINGENT FEES. EAP PROVIDER warrants that it
has not employed or retained any company or persons, other than a bona
fide employee working solely for EAP PROVIDER, to solicit or secure
this Agreement and that EAP PROVIDER has not paid or agreed to pay any
persons, company, corporation, individual, or firm, other than a bona
fide employee working solely for EAP PROVIDER, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting
7
from the award or making of this Agreement. For the breach or viola-
tion of this provision, COUNTY, APPRAISER, and SUPERVISOR shall have
the right to terminate the Agreement at its discretion, without li-
ability and to deduct from the Agreement price, or otherwise recover,
the full amount of such fee, commission, percentage, gift, or consid-
eration.
SECTION 12. CONyLICT OF INTEREST.
(a) EAP PROVIDER agrees that it will not engage in - any action
that would create a conflict of interest in the performance of its obli-
gations pursuant to this Agreement with the COUNTY, APPRAISER, and
SUPERVISOR or which would violate or cause others to violate the provi-
sions of Part III, Chapter 112, Florida Statutes, relating to ethics in
government.
(b) EAP PROVIDER hereby certifies that no officer, agent, or em-
ployee of COUNTY, APPRAISER, or SUPERVISOR have any material interest
(as defined in Section 112.312(15), Florida Statutes, as over 5 percent)
either directly or indirectly, in the business of EAP PROVIDER to be
conducted here, and that no such person shall have any such interest at
any time during the term of this Agreement.
(c) Pursuant to Section 216.347, Florida Statutes, EAP PROVIDER
hereby agrees that monies received from the COUN'T'Y, APPRAISER, and
SUPERVISOR pursuant to. this Agreement will not be used for the purpose
of lobbying the legislature or any other state or federal agency.
SECTION 13. ASSICxNbMNT. This Agreement, or any interest herein,
shall not be assigned, transferred, or otherwise encumbered, under any
circumstances, by the parties hereto without prior written consent of
8
the opposite party and only by a document of equal dignity herewith.
SECTION 14. SUBCONTRACTORS. In the event EAP PROVIDER, during
the course of the work under this Agreement, requires the services of
any subcontractors or other professional associates in connection with
service covered by this Agreement, EAP PROVIDER must secure the prior
written approval of the COUNTY, APPRAISER, and SUPERVISOR.
SECTION IS. INDEMNIFICATION Or COUNTY, APPRAISER, AND
SUPERVISOR.
(a) EAP PROVIDER hereby agrees to hold harmless and indemnify
COUNTY, APPRAISER, and SUPERVISOR, their employees and agents, against
any and all claims for damages allegedly arising from or related to
EAP PROVIDER's or its employees' or agents', conduct or negligence.
(b) COUNTY, APPRAISER, and SUPERVISOR hereby agree, within the
limits of Section 768.28, Florida Statutes, to hold harmless and in-
demnify EAP PROVIDER, its employees and agents, against all claims for
damages allegedly arising from or related to COUNTY'S, APPRAISER'S,
and SUPERVISOR's or their employees' or agents' conduct or negligence.
SECTION 16. INSURANCE.
(a) General The EAP PROVIDER shall, at the EAP PROVIDER's own
cost, procure the insurance required under this Section.
(1) The EAP PROVIDER shall furnish the COUNTY with a Cer-
tificate of Insurance signed by an authorized representative of the in-
surer evidencing the insurance required by this Section (Professional
Liability, Workers' Compensation /Employer's Liability and Commercial
General Liability). COUNTY, its officials, officers, and employees
shall be named additional insured under the Commercial General Liability
X11
policy. The Certificate of Insurance shall provide that the COUNTY
shall be given not less than thirty (30) days written notice prior to
the cancellation or restriction of coverage. Until such time as the in-
surance is no longer required to be maintained by the,EAP PROVIDER, the
EAP PROVIDER shall provide the COUN'T'Y with a renewal or replacement Cer-
tificate of Insurance not less than thirty (30) days before expiration
or replacement of the insurance for which a previous certificate has
been provided.
(2) The Certificate shall contain a statement that it is
being provided in accordance with the Agreement and that the insurance
is in full compliance with the requirements of the Agreement. In lieu
of the statement on the Certificate, EAP PROVIDER shall, at the option
of COUNTY, submit a sworn, notarized statement from an authorized repre-
sentative of the insurer that the Certificate is being provided in ac-
cordance with the Agreement and that the insurance is in full compliance
with the requirements of the The Certificate shall have
this Agreement Number clearly marked on its face.
(3) in addition to providing the Certificate of Insurance,
if required by COUNTY, the EAP PROVIDER shall, within thirty (30) days
after receipt of the request, provide COUNTY with a certified copy of
each of the policies of insurance providing the coverage required by
this section.
(4) Neither approval by COUNTY or failure to disapprove the
insurance furnished by EAP PROVIDER shall relieve EAP PROVIDER of EAP
pROVZDER's full responsibility for performance of any obligation includ-
ing EAP PROVIDER's indemnification of COUNTY under this Agreement.
10
(b) Insurance Company Require Insurance companies provid-
ing the insurance under this Agreement must meet the following require-
ments:
(1) Companies issuing policies other than Workers' Compen-
sation must be authorized to conduct business in the State of Florida
and prove same by maintaining Certificates of Authority issued to the
companies by the Department of Insurance of the State of Florida.
Policies for Workers' Compensation may be issued by companies author-
ized as a group self - insurer by Section 440.57, Florida Statutes.
(2) In addition, such companies other than those author-
ized by Section 440.57, Florida Statutes, shall have and maintain a
Best's Rating of "A" or better and a Financial Size Category of "VII"
or better according to A.M. Best Company.
(3) If, during the period which an insurance company is
providing the insurance coverage required by this Agreement, an insur-
ance company shall: 1) lose its Certificate of Authority, 2) no longer
comply with Section 440.57, Florida Statutes, or 3) fail to maintain the
requisite Best's Rating and Financial Size Category, EAP PROVIDER shall,
as soon as it has knowledge of any such circumstance, immediately notify
COUN'T'Y and immediately replace the insurance coverage provided by the
insurance company with a different insurance company meeting the re-
quirements of this Agreement. Until such time as EAP PROVIDER has re-
placed the unacceptable insurer with an insurer acceptable to COUNTY,
EAP PROVIDER shall be deemed to be in default of this Agreement.
(c) Specifications Without limiting any of the other obliga-
tions or liability of EAP PROVIDER, it shall, at its sole expense, 'pro-
11
cure, maintain, and keep in force amounts and types of insurancd con-
forming to the minimum requirements set forth in this Section. Except
as otherwise specified in the Agreement, the insurance shall become ef-
fective prior to the commencement of work by EAP PROVIDER and shall be
maintained in force until the Agreement completion date. The amounts
and types of insurance shall conform to the following minimum require-
ments.
(1) Workers' Compensation /Employer's Liability
(A) EAP PROVIDER's insurance shall. cover EAP PROVIDER
for liability which would be covered by the latest edition of the stan-
dard Workers' Compensation Policy, as filed for use in Florida by the -
National Council on Compensation Insurance, without restrictive endorse-
ments. EAP PROVIDER will also be responsible for procuring proper proof
of coverage from its subcontractors of every tier for liability which is
a result of a Workers' Compensation injury to the subcontractor's em-
ployees. The minimum required limits to be provided by EAP PROVIDER and
its subcontractors are outlined in subsection (c) below. In addition to
coverage for the Florida Workers' Compensation Act, where appropriate,
coverage is to be included for the United States Longshoremen and Harbor
Workers' Compensation Act, Federal Employers' Liability Act, and any
other applicable federal or state law.
(B) Subject to the restrictions of coverage found in
the standard Workers' Compensation Policy, there shall be no maximum
limit on the amount of coverage for liability imposed by the Florida
Workers' Compensation Act, the United States Longshoremen's and Harbor
12
Workers' Compensation Act, or any other coverage customarily insured un-
der Part One of the standard Workers' Compensation Policy.
(C) The minimum amount of coverage under Part Two of
the standard Workers' Compensation Policy shall be:
$ 500,000.00 (Each Accident)'
$1,000,000.00 (Disease - Policy Limit)
$ 500,000.00 (Disease -Each Employee)
(2) Commercial General Liability
(A) EAP PROVIDER's insurance shall cover EAP PROVIDER
for those sources of liability which would be covered by the latest edi-
tion of the standard Commercial General Liability Coverage Form (ISO
Form CG 00 01), as filed for use in the State of Florida by the Insur-
ance Services Office, without the attachment of restrictive endorsements
other than the elimination of Coverage C, Medical Payment and the elimi-
nation of coverage for Fire Damage Legal Liability.
(B) The minimum limits to be maintained by EAP
PROVIDER (inclusive of any. amounts provided by an Umbrella or Excess
policy) shall be as follows:
LIMITS
General Aggregate Three (3) Times the
Each Occurrence Limit
Personal & Advertising $500,000.00
Injury Limit
Each Occurrence Limit $500,000.00
(3) Professional Liability Insurance EAP PROVIDER shall
carry limits of not less than FIVE HUNDRED THOUSAND AND N01100 DOLLARS
($500,000.00).
13
(d) Coverage The insurance provided by EAP PROVIDER pursuant to
this Agreement shall apply on a primary basis and any other insurance or
self - insurance maintained by COUN'T'Y or its officials, officers, or em-
ployees shall be in excess of and not contributing to the insurance pro-
vided by or on behalf of EAP PROVIDER.
(e) Occurrence Basis The Workers' Compensation Policy and the
Commercial General Liability required by this Agreement shall be pro-
vided on an occurrence rather than a claims -made basis. The Profes-
sional Liability insurance policy must either be on an occurrence basis,
or, if a claims -made basis, the coverage must respond to all claims re-
ported within three (3) years following the period for which coverage is
required and which would have been covered had the coverage been on an
occurrence basis.
(f) Obligations Compliance with the foregoing insurance re-
quirements shall not relieve the EAP PROVIDER, its employees, or agents
of liability from any obligation under a Section or any other portions
of this Agreement.
SECTION 17. ALTERNATIVE DISPUTE RESOLUTION.
(a) in the event of a dispute related to any performance or pay-
ment obligation arising under this Agreement, the parties agree to ex-
haust COUNTY protest procedures prior to filing suit or otherwise pursu-
ing legal remedies. COUNTY procedures for proper invoice and payment
disputes are set forth in Section 22.15, "Prompt Payment Procedures,"
Seminole County Administrative Code.
(b) EAP PROVIDER agrees that it will file no suit or otherwise
pursue legal remedies based on facts or evidentiary materials that were
14
not presented for consideration in the COUNTY protest procedures set
forth in subsection (a) above of which EAP PROVIDER had knowledge and
failed to present during COUNTY protest procedures.
(c) In the event that COUNTY protest procedures are exhausted and
a suit is filed or legal remedies are otherwise pursued, the parties
shall exercise best efforts to resolve disputes through voluntary media-
tion. Mediator selection and the procedures to be employed in voluntary
mediation shall be mutually acceptable to the parties. Costs of volun-
tary mediation shall be shared equally among the parties participating
in the mediation.
SECTION 18. REPRESENTATIVES OF COUN'T'Y, APPRAISER, AND SUPERVISOR
AND EAP PROVIDER.
(a) It is recognized that questions in the day -to -day conduct
of performance pursuant to this Agreement will arise. COUNTY,
APPRAISER, and SUPERVISOR, upon request by EAP RPOVIDER, shall desig-
nate in writing and shall advise EAP PROVIDER in writing of one (1) or
more employees of COUNTY, APPRAISER, and SUPERVISOR to whom all commu-
nications pertaining to the day -to -day conduct of the Agreement shall
be addressed. The designated representatives) shall have the author-
ity to transmit instructions, receive information, and interpret and
define the COUNTY's, APPRAISER's, and SUPERVISOR's policy and deci-
sions pertinent to the work covered by this Agreement.
(b) EAP PROVIDER shall, at all times during the normal work
week, designate or appoint one or more representatives of EAP PROVIDER
who are authorized to act on its behalf regarding all matters involv-
ing the conduct of the performance pursuant to this Agreement and
15
shall keep COUNTY, APPRAISER and SUPERVISOR continually advised of
such designation.
SECTION 19. AF•T. P1�I0. AGREEMENTS SUPERSEDED. This document in-
corporates and includes all prior negotiations, correspondence, con-
versations, agreements, or understandings applicable to the matters
contained herein and the parties agree that there are not commitments,
agreements, or understandings concerning the subject matter of this
Agreement that are not contained or referred to in this document. Ac-
cordingly, it is agreed that no deviation from the terms hereof shall
be predicated upon any prior representations or agreements, whether
oral or written.
SECTION 20. MODIFICATIONS, A OR ALTERP.TIONS. No modi-
fication, amendment, or alteration in the terms or conditions con-
tained herein shall be effective unless contained in a written docu-
ment executed with the same formality and of equal dignity herewith.
SECTION 21. INDEPENDENT CONTRACTOR. It is agreed that nothing
herein contained is intended or should be construed as in any manner
creating or establishing a relationship of co- partners between the
parties, or as constituting EAP PROVIDER, including its officers, em-
ployees, and agents, the agent, representative, Or employee of COUNTY,
APPRAISER, or SUPERVISOR for any purpose, or in any manner, whatso-
ever. EAP PROVIDER is to be and shall remain an independent contrac-
tor with respect to all services performed under this Agreement.
Persons employed by EAP PROVIDER
$ECTSOLd 22. ELLOYEE STAT
in the perfox7hance of services and functions pursuant to this Agree -
went shall have no claim to pension, workers' compensation, unemploy-
16
ment compensation, civil service, or other employee rights or privi-
leges granted to COUNTY's, APPRAISER's, or SUPERVISOR's officers and
employees either by operation of law or by the COUNTY, APPRAISER, or
SUPERVISOR.
SECTION 23. SERVICES NOT PROVIDED FOR. No claim for services
furnished by EAP PROVIDER not specifically provided for herein shall
be honored by COUNTY, APPRAISER, or SUPERVISOR.
SECTION 24. PUBLIC RECORDS LAW. EAP PROVIDER acknowledges
COUNTY's, APPRAISER's, and SUPERVISOR's obligations under Chapter 119,
Florida Statutes, to release public records to members of the public
upon request. EAP PROVIDER acknowledges that COUNTY, APPRAISER, and
SUPERVISOR is required to comply with Chapter 119, Florida Statutes,
in the handling of the materials created under this Agreement and that
said statute controls over the terms of this Agreement.
SECTION 25.' NOTICES. Whenever either party desires to give no-
Lice unto the other, it must be given by written notice, sent by cer-
tified United States mail, return receipt requested, addressed the
party for whom it is intended at the place last specified and the
place for giving of notice shall remain such until it shall have been
changed by written notice in compliance with the provisions of this
Section. For the present, the parties designate the following as the
respective places for giving of notice, to wit:
For COMM:
Human Resources Director
County Services Building
1101 East 1 6t Street
Sanford, Florida 32771
17
For PROPERTY APPRAISER:
Property Appraiser's Office
Seminole County Services Building
1101 East 1 Street
Sanford, Florida 32771
For sU'PERVISOR:
Supervisor of Elections
1500 E. Airport Boulevard
Sanford, Florida 32773
FOR EAP PROVIDER:
The J. D. Allen Group, Inc.
2965 W. State Road 434, Suite 100
Longwood, FL 32792
SECTION 26. RIGHTS AT LAW RETAINED. The rights and remedies of
COUNTY, APPRAISER, and SUPERVISOR provided for under this Agreement
are in addition to any other rights and remedies provided by law.
IN WITNESS jg3EREOF, the parties hereto have made and executed
this Agreement for the purposes stated herein.
ATTEST:
A W r , Secretary
THE J. D. LEN GROUP, INC.
By:
L A ( ALLEN, President
Date : t ` 0"'v�
(CORPORATE SEAL)
(Additional signature Page Follows)
18
G
Witness / ISO W k 9 / 117 AP
Print Name
BY:
BETSY COH x q s' g Supervisor
Date:- a
As authorized y Section 22.203,
Seminole County Administrative
Code.
For the use and reliance
of Seminole County only.
Witness
Print Ny
Witr
Print Name
Print Name
Attachment(s)
Exhibit A - Scope of Service
Exhibit B - Fee Schedule
By:
Date: ---/ I L i ' cc)
SEMINOLE COUNTY
SUPERVISOR OF ELECTIONS
B ,
MICHAEL ERTEL
Date: Z-17-- 7
AC /jr
1/09/2007; 1/22/07
P:\ Users \jroyal \Purchasing - 2006\Coritracts \RFP 6 00097- 06 - BJC - The JD Allen Group.doc
19
Annroved as to form and
r. 1
ASSIGNMENT OF EMPLOYEE ASSISTANCE PROGRAM AGREEMENT
(RFP- 600097 -06 /BJC)
THIS ASSIGNMENT is made and entered into this day of
2007, by and between SEM=NOLE COUNTY, a political
subdivision of the State of Florida, whose address is Seminole County
Services Building, 1101 East First Street, Sanford, Florida 32771,
hereinafter referred to as "COUNTY", SEMINOLE COUNTY PROPERTY
APPRAISER, whose address is Seminole County Services Building, 1101
East First Street, Sanford, Florida 32771, hereinafter referred to as
,, APPRAISER", SEM=NOLE COUNTY SUPERVISOR OF ELECTIONS, whose address is
1500 E. Airport Boulevard, Sanford, Florida 32773, hereinafter
referred to as "SUPERVISOR", THE J. D. ALLEN GROUP, INC., duly
authorized to conduct business in the State of Florida, whose address
is 2965 W. State Road 434, Suite X Longwood, FL 32792, hereinafter
referred to as "ASSIGNOR" and HOR_= BEHAVIORAL SERVICES, INC., duly
authorized to conduct business in the State of Florida, whose address
is 2941 S. Lake Vista Drive, Lewisville, Texas 75067, hereinafter
referred to as "ASSIGNEE."
W I T N E S S E T H:
WHEREAS, COUNTY, APPRAISER, and SUPERVISOR. and ASSIGNOR entered
into the Employee Assistance Program Agreement (RFP- 600097 -06 -BJC) on
February 21, 2007, whereby ASSIGNOR agreed to provide COUNTY, APPRAISER,
and SUPERVISOR with an employee assistance program on a continuing basis
for three (3) years, with an option for two (2) additional one(1) -year
terms; and CERTIFIED COPY
MARYANNE MORSE
CLERK Of CIRCUIT COURT
SE OLE COUNTY, FLORIDA
eY
DE PUTY CLERK
RFP- 600097 -06 /BJC - Assignment of EAP Agreement
The J.D."Allen Group, Inc. to Horizon Behavioral Services, Inc.
r1___ 1 0 A
WHEREAS, ASSIGNOR, as of July 24, 2007, wishes to assign its
rights and responsibilities under the above - described Agreement to
ASSIGNEE; and
WHEREAS, both majority shareholders and executives of ASSIGNOR
desire this assignment; and
WHEREAS, Section 13 of the Employee Assistance Program Agreement
entered into between COUNTY, APPRAISER, and SUPERVISOR and ASSIGNOR on
February 21, 2007 requires that the Agreement not be assigned by the
parties without prior written consent of the other parties, and in such
cases, only by a document of equal dignity therewith; and
WHEREAS, COUNTY, APPRAISER, SUPERVISOR, ASSIGNOR, and ASSIGNEE all
feel that assignment of this Agreement to ASSIGNEE will best serve the
needs of all parties,
NOW, THEREFORE, in consider' of the mutual understandings and
covenants set forth herein, COUNTY, APPRAISER, SUPERVISOR, ASSIGNOR, and
ASSIGNEE agree as follows:
(1) ASSIGNOR assigns all of its rights in that certain Agreement
with the COUNTY, APPRAISER, and SUPERVISOR dated February 21, 2007, for
Employee Assistance Program Services (RFP- 600097 -06 /BJC) to ASSIGNEE,
effective July 24, 2007, notwithstanding the date this Assignment is
signed by the parties.
(2) ASSIGNEE accepts the above assignment and agrees to be bound
by all of the terms and conditions of that Agreement dated February 21,
2007, to be performed on the part of ASSIGNOR*, and ASSIGNEE agrees to
indemnify COUNTY against any and all liabilities under that Agreement,
effective immediately.
RFP- 600097 -06 /BJC - Assignment of EAP Agreement
The J.D. Allen Group, Inc. to Horizon Behavioral Services, Inc.
Pacre 2 of 4
(3) COUNTY, APPRAISER, and SUPERVISOR hereby consent to the
foregoing assignments between ASSIGNOR and ASSIGNEE of those contracted
rights and duties as set forth in the Agreement dated February 21, 2007.
IN WITNESS WMEOF, the parties hereto have made and executed this
Assignment on the date below written.
ASSIGNOR
-ATTEST: J.D. ALLEN G UP INC.
By:
GLORY KERB o ecretary ( _ A ALLEN, President
(CORPORATE SEAL) Date: - 71t � �O
ASSIGNEE
LD
AM/
EST: tt (� HORIZON BEHAVIORAL SERVICES, INC.
L /
By:
YNTHIA SI&RIFF , Pres t
�hge 2It,� Vier Res%�eL� h
(CORPORATE SEAL) Date:
(County, Appraiser, & Supervisor Signature Page Follows)
RFP 600097 06 /BJC - Assignment of EAP Agreement
The J.D. Allen Group, Inc. to Horizon Behavioral Services, Inc.
Page 3 of 4
J /
�► BOARD COMM ISSIONERS
rrd Zd By: -.10
For the use and reliance
of Seminole County only.
Approved as to form and
Legal of
Co ty Attorney
COUNTY
v�-
�, VID JOHNSON, CFA, ASA
SEMINOLE COUNTY
SUPERVISORrF ELECTIONS
By:
MICHAEL ERTEL
Date : ZG o�
AEC:jjr
7/11/07
P: \Users \jroyal \Purchasing 20 0 7\Agreements \RPP- 60 0 097 - 0 6 -BJC- Ass ignment. doc
RFP- 600097- 06 /BJC - Assignment of EAP Agreement
The J.D. Allen Group, Inc. to Horizon Behavioral Services, Inc.
Page 4 of 4
Print Name
- v�