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05/19/2010 Contract CONTRACT AGREEMENT These contract documents should be used only after consultation with counsel. The documents are not intended as legal advice appropriate to any specific situation, nor do they purport to address all issues which may arise between the contracting parties. The documents should be amended or supplemented where appropriate. MONROE COUNTY CONTRACT FOR PROFESSIONAL SERVICES FOR EMPLOYEE ASSISTANCE PROGRAM THIS AGREEMENT is made and entered into this \ '2)\ day of jl.)tJG , 2010, by MONROE COUNTY ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 and Horizon Health, an Aetna Company ("CONTRACTOR"), whose address is 2965 W. State Road 434, Suite 200; Longwood, FL 32779. Section 1. SCOPE OF SERVICES CONTRACTOR shall do, perform and carry out in a professional and proper manner certain duties as described in the Scope of Services - Exhibit A - which is attached hereto and made a part of this agreement. CONTRACTOR shall provide the scope of services in Exhibit A for COUNTY. CONTRACTOR warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these Agreement documents. The CONTRACTOR shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Contractor shall provide services using the following standards, as a minimum requirement: A. The CONTRACTOR shall maintain adequate staffing levels to provide the services required under the Agreement resulting from this RFP process. B. The personnel shall not be employees of or have any contractual relationship with the County. To the extent that Contractor uses subcontractors or independent contractors, this Agreement specifically requires that subcontractors and independent contractors shall not be an employee of or have any contractual relationship with County. C. All personnel engaged in performing services under this Agreement shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. Section 2. COUNTY'S RESPONSIBiliTIES 2.1 Provide all best available information as to the COUNTY'S requirements. 2.2 Designate in writing a person with authority to act on the COUNTY'S behalf on all matters concerning the EAP. 2.3 Provide a schedule that is mutually agreeable to the COUNTY and CONTRACTOR. Section 3. TERM OF AGREEMENT 3.1 The initial Agreement term will be for one (1) year beginning the 1st day of June, 2010 and renewable at the County's option for two (2) additional consecutive one year terms. 3.2 The terms of this Agreement shall be from the effective date hereof and continue for a period of one year. This Agreement shall be automatically renewed for successive one-year periods until either party gives the other notice of cancellation in accordance with the terms set forth below. The Contractor must provide the Contractor with at least ninety (90) days notice of intent to terminate. The County must provide the Contractor with at least thirty (30) days notice of intent to terminate. If either party desires to modify this Agreement, it shall notify the other in writing at least thirty (30) days prior to the effective date of such modification. In the case of proposed modification the party receiving the notification of the proposed modification shall itself notify the other party within ten (10) days after receipt of notice of its agreement to the proposed modification. Failure to do so shall terminate this Agreement. Section 4. PAYMENT TO CONTRACTOR 5.1 Payment will be made according to the Florida Local Government Prompt Payment Act. Any request for payment must be in a form satisfactory to the Clerk of Courts for Monroe County (Clerk). The request must describe in detail the services performed and the payment amount requested. The CONTRACTOR must submit invoices to the Director of Employee Services, who will review the request, note his/her approval on the request and forward it to the Clerk for payment. 5.2 Continuation of this Agreement is contingent upon annual appropriation by Monroe County. Section 5. CONTRACT TERMINATION Either party may terminate this Agreement for cause on no less than thirty (30) days' notice because of the failure of the other party to perform its obligations under the Agreement. COUNTY may terminate this Agreement with or without cause upon thirty (30) days notice to the CONTRACTOR. COUNTY shall pay CONTRACTOR for work performed through the date of termination. Section 6. CONTRACTOR'S ACCEPTANCE OF CONDITIONS A. CONTRACTOR hereby agrees that he has carefully examined the RFP, his response, and this Agreement and has made a determination that he/she has the personnel, equipment, and other requirements suitable to perform this work and assumes full responsibility therefore. The provisions of the Agreement shall control any inconsistent provisions contained in the specifications. All specifications have been read and carefully considered by CONTRACTOR, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Agreement be more strongly construed against COUNTY than against CONTRACTOR. B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by COUNTY, and its decision shall be final and binding upon all parties. C. The passing, approval, and/or acceptance by COUNTY of any of the services furnished by CONTRACTOR shall not operate as a waiver by COUNTY of strict compliance with the terms of this Agreement, and specifications covering the services. D. CONTRACTOR agrees that County Administrator or his designated representatives may visit CONTRACTOR'S facility(ies) periodically to conduct random evaluations of services during CONTRACTOR'S normal business hours. E. CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses and approvals required to conduct its business, and that it will at all 2 times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to COUNTY upon request. Section 7. NOTICES Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: To the COUNTY: Employee Services Division Director 1100 Simonton Street, Suite 2-268 Key West, Florida 33040 Tel. 305-292-4458 Fax: 305-292-4564 To the CONTRACTOR: Horizon Health, an Aetna Company 2965 W. State Road 434, Suite 200 Longwood, FL 32779 Tel. 407-571-7600 or 800-272-7252 Fax: 407-862-1477 Section 8. RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Section 55.03, of the Florida Statutes, running from the date the monies were paid to CONTRACTOR. Section 9. EMPLOYEES SUBJECT TO COUNTY ORDINANCE NOS. 010 AND 020-1990 The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this agreement without liability and may also, in its discretion, deduct from the agreement or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 3 Section 10. CONVICTED VENDOR A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a Agreement with a public entity for the construction or repair of a public building or public work, may not perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under Agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for the Category Two for a period of 36 months from the date of being placed on the convicted vendor list. Section 11. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Section 12. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. Section 13. ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, and court costs, as an award against the non-prevailing party. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. Section 14. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 4 Section 15. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Section 16. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement shall not be subject to arbitration. Section 17 . COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 18. NONDISCRIMINATION COUNTY and CONTRACTOR agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC ss. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 5 Section 19. COVENANT OF NO INTEREST COUNTY and CONTRACTOR covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. Section 20. CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 21. NO SOLICITATION/PAYMENT The COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. Section 22. PUBLIC ACCESS The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and CONTRACTOR in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONTRACTOR. Section 23. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY and the CONTRACTOR in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into by the COUNTY be required to contain any provision for waiver. Section 24. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 6 Section 25. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. Section 26. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. Section 27 . ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, to include, but not be limited to, a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement, Lobbying and Conflict of Interest Clause, and Non-Collusion Agreement. Section 28. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 29. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Section 30. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Section 31. INSURANCE POLICIES 31.1 General Insurance Requirements for Other Contractors and Subcontractors. As a pre-requisite of the work governed, the CONTRACTOR shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this 7 contract. The CONTRACTOR will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the CONTRACTOR. As an alternative, the CONTRACTOR may require all Subcontractors to obtain ihsurance consistent with the attached schedules, however CONTRACTOR is solely responsible to ensure that said insurance is obtained and shall submit proof of insurance to COUNTY. Failure to provide proof of insurance shall be grounds for termination of this Agreement. The CONTRACTOR will not be permitted to commence work governed by this contract until satisfactory evidence of the required insurance has been furnished to the COUNTY as specified below. Delays in the commencement of work, resulting from the failure of the CONTRACTOR to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the CONTRACTOR's failure to provide satisfactory evidence. The CONTRACTOR shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced and/or termination of this Agreement and for damages to the COUNTY. Delays in the completion of work resulting from the failure of the CONTRACTOR to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the CONTRACTOR's failure to maintain the required insurance. The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either: · Certificate of Insurance or · A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. 31.2 INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN COUNTY AND CONTRACTOR (Note: amounts of coverage are subject to change in final contract) Prior to the commencement of work governed by this contract, the CONTRACTOR shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: · Premises Operations · Bodily Injury Liability 8 · Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $500,000 per Person $1,000,000 per Occurrence $100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 31.3 VEHICLE LIABILITY INSURANCE REQUIREMENTS · Recognizing that the work governed by this contract will not require the use of vehicles, the CONTRACTOR will not be required to maintain Vehicle Liability Insurance throughout the life of the contract. 31.4 WORKERS' COMPENSATION INSURANCE REQUIREMENTS Prior to commencement of work governed by this contract, the CONTRACTOR shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the CONTRACTOR shall obtain Employers' Liability Insurance with limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $500,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. 31.5 PROFESSIONAL MEDICAL LIABILITY REQUIREMENTS Recognizing that the work governed by this contract involves the providing of professional medical and/or psychological services, the CONTRACTOR shall purchase and maintain, throughout the life of the contract, Professional Medical Liability Insurance which will respond to the rendering of, or failure to render medical professional services under this contract. The minimum limits of liability shall be: 9 $500,000 per occurrence/$1 ,000,000 Aggregate If coverage provided is on a claim made basis, an extended claims reporting period of four (4) years will be required. Section 32. INDEMNIFICATION The CONTRACTOR does hereby consent and agree to indemnify, defend and hold harmless the COUNTY, its Mayor, the Board of County Commissioners, appointed Boards and Commissions, Officers, and the Employees, and any other agents, individually and collectively, from all fines, suits, claims, demands, actions, costs, obligations, attorneys fees, or liability of any kind arising out of the negligent or intentional actions of the CONTRACTOR or substantial and unnecessary delay caused by the willful nonperformance of the CONTRACTOR and shall be solely responsible and answerable for any and all accidents or injuries to persons or property arising out of its performance of this contract. The amount and type of insurance coverage requirements set forth hereunder shall in no way be construed as limiting the scope of indemnity set forth in this paragraph. Further the CONTRACTOR agrees to defend and pay all legal costs attendant to acts attributable to the sole negligent act of the CONTRACTOR. At all times and for all purposes hereunder, the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants or agents to be employees of the Board of County Commissioners for Monroe County. As an independent contractor the CONTRACTOR shall provide independent, professional judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. The CONTRACTOR shall be responsible for the completeness and accuracy of its work, plan, supporting data, and other documents prepared or compiled under its obligation for this project, and shall correct at its expense all significant errors or omissions therein which may be disclosed. The cost of the work necessary to correct those errors attributable to the CONTRACTOR and any damage incurred by the COUNTY as a result of additional costs caused by such errors shall be chargeable to the CONTRACTOR. This provision shall not apply to any maps, official records, contracts, or other data that may be provided by the COUNTY or other public or semi-public agencies. 10 (CORPORATE SEAL) Attest: By. Secretary Print Name Date: OR TWO WITNESSES (1)tJ+~1L (1) J~,Fex.. SM'Tt~ Print Name Date: q -8-10 Board of County Commissioners of Monroe County ~ rv1ayor Ie h a irm an By r~\~4 S~~___ Print Name Date: ~- p-/l) (2) ()h~ ~~ (2) ~I SA J() l-t-1--.I So I'-J Print Name Date: t-/ - 8--J 0 11 3: ~ " CJ c::::l {~:) ...~;:... c;::) r- C) ..~.~ :z fT1 r-'~ :c- o 1,___ )''1 ...+(:-'- -< ..";-J N " c- .,-- ... r--- a .' C1\ ~-") ......;r~: .... :::0 \ '-'- ,-,... -0 ::0 ::J: fT1 .....,~. ~ C? " ;:> 0 Co -:. ;u f11 ..- 0 EXHIBIT A SCOPE OF SERVICES PROFESSIONAL SERVICES FOR EMPLOYEE ASSISTANCE PROGRAM (EAP) The EAP shall provide mental health assistance to County employees and their eligible dependents in the form of individual counseling services in a number of areas, ]educational group seminars, management orientation sessions, prepare reports, and other related services as set out in the Scope of Work below. The initial contract term will be for one (1) year and renewable at the County's option for two (2) additional consecutive one year terms. SCOPE OF THE SERVICES TO BE PROVIDED BY EAP At a minimum the services provided by the EAP shall be provided to all employees and their eligible dependents. County employees are the employees of the Board of County Commissioners, the Board members, the Constitutional Officers and their employees. Eligible dependents can include household members as well as dependents eligible for health care coverage such as college students. The services shall include: (A) Individual counseling services that include but are not limited to: At least a total of eight (8) face-to-face counseling sessions shall be available to an employee and eligible dependents during the contract term. If the eight (8) sessions are exhausted and the problem has not been resolved, the Proposer must explain other treatment options. If the problem is not covered by the EAP, the Proposer must refer the person to a provider who can furnish the service(s) needed preferably by a provider covered under the County's health plan. B) Educational Seminars and Training: · The EAP provider is required to provide 9 total hours of educational group seminars at least annually at each of the three locations. The County may select from the followin to ics: EAP Workplace Setninars for Etnployees Boundaries in the Workplace Building Successful Teams Career Planning Due to Lay-offs (1.5 to 2 hours) Coping with Organizational Change (1.5 hours) Coping with Shift Work Creative Skills for Dealing with Job Burnout "E-Etiquette": The Everyday Courtesies of Email Communication Effective Communication at Work Excellence in Customer Service Generational Differences in the Workplace Negativity in the Workplace EAP Workplace Setninars for Managers Behavior-Based Interviewing Change Management for Supervisors and Managers (1.5 Hours) Leadership Managing Organizational Risk During RIFs (1.5 Hours) Meeting Management Mentoring Through Coaching Recognizing and Motivating Employees EAP Personal Itnprovetnent Setninars Assertiveness The Balancing Act Battlin The Blues 12 Respect in the Workplace Transforming Conflict into Collaboration Understanding Learning Styles: A Handy Workplace Tool Working with Different Personalities FalTlily Life SelTlinars College Planning/The Parent's Role in the College Application Process Communicating with Teenagers Domestic Violence Awareness Elder Care - Where Do I Begin? Grandparents & Adult Children: Exploring the Joys & Challenges Improving Communication with Elderly Parents & Relatives Parenting Skills Perspectives on Disability: In the Workplace & Community Selecting Child Care Taking Care of Yourself as Caregiver Talking to Your Kids about Drugs and Alcohol Wellness SelTlinars Emotional Eating Fitness and Nutrition Healthy Living Tips Living Green Made Easy Smoking Cessation (1.5 - 2 Hours) Taking Sleep Seriously Legal SelTlinars Estate Pia n n i ng/Wi lis/Trusts Legal Issues for Older Relatives (Or Disabled Family Members) Powers of Attorney/Advanced Directives (" Living- Wi lis") Coping with Grief and Loss Dealing Effectively with Change Dealing with Anger Dealing with Road Rage Goal Setting for Life and Work Healthy Boundaries in Online Relationships Keeping our Children Safe Keys to Successful Aging Response Management: Building Skills to Handle Life's Pressures Retirement: Are You Emotionally Prepared? Skills to Help You Cope During a Crisis Social Networks for Healthy Living Surviving the Holiday Season Stress Management Stress Management for Law Enforcement Officers (1.5 Hours) Stress Management and Achieving Balance at Work and Home (2 Hours) Time Management Financial SelTlinars Adjusting to Your Adjustable Mortgage Getting and Keeping Good Credit Home Buying Strategies Identity Theft: Prevention & Resolution Life Stages Retirement Planning Money Basics: Spending, Borrowing & Savings Roadmap to Retirement Tips for a Tax Smart Future Understanding Health Savings Accounts (HSA's) Understanding Investment Basics · The EAP provider is required to provide 12 total hours of management orientation sessions providing an EAP overview at each of the three County locations annually: o The management training sessions show the managers how to use the Employee Assistance Program as a management tool to return their subordinate's performance to acceptable levels. Instruction in how to make referrals, what limited information to expect, how to observe behavior, etc. are detailed. These sessions range from 1 hour to 1.5 hours each. · The EAP provider is required to provide non-management orientation sessions providing an EAP overview at each of the three County locations as needed annually: o The non-management employee orientation sessions describe, in detail, how an individual may voluntarily and confidentially use the service. These sessions range from 45 minutes to 1 hour each. · Twentv (20) hours of Critical Incident Stress Debriefing Training per incident: 13 o Horizon will make available to Employer, upon Employer's advanced written request, at Employer's premises, an EAP Provider to provide crisis counseling to Employer's employees in the event of a catastrophic incident affecting a group of employees (e.g. robbery, assault in the workplace, employee death in the workplace, natural catastrophe affecting the workplace, employee injury in the workplace). Horizon will schedule a CISM at the worksite with a group of employees directly impacted by a critical incident as soon as clinically necessary following the traumatic event. · Three (3) hours of compliance training: o These courses can help reduce risk and liability by reinforcing codes of conduct, appropriate workplace behavior and maintaining compliance with mandatory training regulations. Provides Compliance Trainings on topics such as Department of Transportation (DOT) Drug/Alcohol Awareness, Diversity in the Workplace, Drug Free Workplace, and Sexual Harassment for Employees, and Violence in the Workplace. In addition to the present EAP services, the following services will be considered: · Webinars: A webinar is a web-based seminar delivered via a computer and telephone. Attendees can participate from their personal computer or attend in groups via a conference room or media room with the appropriate equipment. Webinars provide a way to deliver training to your staff with minimal disruption to the work day. With webinar technology, satellite sites and staff in remote locations have the ability to attend seminars that they otherwise might not have been able to attend. A webinar can save the cost of having to send staff to a central location or conduct multiple seminars to accommodate staff at different locations. Also, due to the location of the facility or other contributing factors, a webinar can provide the opportunity to have a qualified, content specialist deliver the topic. Any Horizon training can be delivered in a webinar format, but there are certain types of trainings that are more conducive to a webinar setting. "Information sharing" trainings are better suited for a webinar compared to "Skill building" trainings. Examples of "Information sharing" trainings include compliance, wellness, legal, or financial topics. "Skill building" trainings can still be delivered in a webinar format, but the interactive pieces that make these topics so effective could be diminished. o On-site trainings/seminars and webinars are equal in the number of hours used o Webinars can be recorded at no additional cost to the Employer and be posted to the Horizon EAP WorkLife website for viewing by employees up to 90 days o A recorded audio and visual EAP employee orientation is available on the Horizon EAP WorkLife website under the MyBenefits section o A recorded EAP supervisor training is available on the Horizon EAP WorkLife website under the Management Resources section C) Other Services: · Supervisor and Employee Newsletter provided quarterly via email for distribution to those covered under the Employee Assistance Program. · Fitness for duty: Fitness for duty evaluations in the areas of mental health and substance abuse consists of diagnostic interviews and evaluations by qualified professionals. · Management Referral Service: Provide consultation for managers, supervisors and 14 executive level personnel to make performance-based referrals within the context of the employee assistance benefit. · Supervisor Consultation Service: Provide consultation for managers, supervisors and executive level personnel to consult with Horizon Care Managers about troubled employees. · Twenty-four (24) hour, seven (7) day a week toll free confidential telephone service answered by professional staff. TDD and interpreters (for counseling sessions) are provided for those needing these services. Counselors are skilled in handling a wide array of issues including substance abuse and mental health emergencies. This phone service will provide immediate assistance to the individual seeking professional help. · Twenty-four (24) hour, seven (7) day a week website access..... Online EAP services for members and managers through the website, http://www.horizoncarelink.com which includes online training programs, forms and articles, assessments, library, news, legal and financial services and access to web- based work life services. · EAP Printed Materials: Upon implementation and as needed on an annual basis, Horizon will make available standard EAP communication materials in the quantities noted below, which are, designed to increase manager and employee EAP awareness. Materials will be drop-shipped to Employer's corporate headquarters, or an alternative site designated by Employer, for distribution by Employer to employees. Any additional materials shall be at the Employer's expense and must receive the written approval of Horizon. o EAP brochures in a quantity equal to 1200/0 of the number of Eligible Employees for distribution at implementation and then as needed on an annual basis. o Manaaer Updates in a quantity equal to 200k of the number of Eligible Employees for distribution on a quarterly basis. o Posters for display at work sites in a quantity up to 5% of the number of Eligible Employees at implementation and on an annual basis. o Online EAP Reminders on a quarterly basis. o Other materials available upon request for additional charges. · Utilization reports will be provided monthly and include at least the following: o The number of employees using the EAP o The number of individual referrals and the number of supervisor/management referrals o The number of males and females participating in the EAP. The number of problems diagnosed broken into categories as designated by the County. o The number of face-to-face meetings with County employees by category. The number of employees who do not have face-to-face meetings. o The number of telephone calls o Number of hours of service by month o Treatment results by category, along with numbers showing employees that are: · Currently in treatment · Cooperating with treatment · Completed treatment · Referred out of the EAP and to another mental health care provider 15 · Receiving after-care services Qualifications Necessary for Provider Counselors should have current credentials, licensing, training and relative experience in their respective fields. A Masters Degree in the mental health care/counseling field is desired but not required. Pharmacologic intervention must be evaluated and managed by professionals of the healing arts licensed in the State of Florida that includes this scope of practice. Other desired qualifications include training in substance abuse, working with both inpatient and outpatient settings, and training in critical incident debriefing and stress management, diversity training and cultural competency. The EAP must certify at least annually that all staff members, independent contractors, subcontracted work, if any, all service providers it uses, engages or manages, comply with Health Insurance Portability and Accountability Act (HIPAA) privacy and security ru I es. Cost Requirements EXHIBIT B provides a breakdown of the cost elements to the County per employee, per month along with individual services included and not included in the per employee, per month rate. Rates are expected to be guaranteed for all three years of the contract. All rates shall be billed by invoice monthly in arrears. 16 EXHIBIT B CONTRACT BUDGET The Services shall include the following at the following prices: The Base Compensation is $2.16 oer emolovee oer month which includes eligible family members. Eight (8) face-to-face counseling sessions.................................................... .Included Fit n e s s for duty e va I u at ion s. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 n c Iud e d 9 total hours of educational group seminars at least annually at each of the three locations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 n c Iud e d 12 total hours of management orientation sessions providing an EAP overview at each of the three County locations annually............................................................ .Included Non-management orientation sessions providing an EAP overview at each of the three County locations provided as needed annually........................................... .Included Twentv (20) hours of Critical Incident Stress Debriefing Training per Incident. ......... . ........ ........................................................................... .. .Included Three (3) hours of compliance training.........................................................lncluded U n I i m it e d Man age men t Ref e rra I S e rv ice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 n c Iud e d U n I i m it e d Sup e rv is 0 r Co n sui ta t ion Se rvi ce . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 n c Iud ed Supervisor and Employee Newsletter provided via email for distribution............................................................................................ .Included Twenty-four (24) hour, seven (7) day a week website access.......................... .Included Twenty-four (24) hour, seven (7) day a week toll free confidential telephone Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . ... . . .1 ncluded Monthly Utilization Reports........................................................................1 ncluded EAP Printed Materials provided upon initial contract effective d ate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 n c Iud ed Other services not included in the above are provided at the following fees: Additional EAP Printed Materials: Provided at cost to Employer for print and shipping. Additional Training/Educational Seminars: · Standard Trainings are available on-site or as web-based seminars, in which participants view the presentation through their web browser and listen to the audio through their 17 telephone. Advanced written request will be confirmed by Horizon to include all fees in connection with services provided, as mutually agreed to in writing by both parties. Additional on-site hours will be made available at the rate of Two Hundred Seventy- Five Dollars ($275.00) per hour/per clinician. Additional web-based seminars are available at the rate of Two Hundred Dollars ($200.00) per hour/per clinician. · Horizon provides Compliance Trainings on topics such as Department of Transportation (DOT) Drug/Alcohol Awareness, Diversity in the Workplace, Drug Free Workplace, and Sexual Harassment for Employees, and Violence in the Workplace. Compliance Trainings will be provided at the rate of Three Hundred Fifty Dollars ($350.00) per hour/per clinician. Cancellations within twenty-four (24) hours of requested service will be charged a Three Hundred Fifty Dollar ($350.00) per hour administrative fee. · Additional Critical Incident Stress Debriefings: Horizon will make available to Employer, upon Employer's advanced written request, at Employer's premises, an EAP Provider to provide crisis counseling to Employer's employees in the event of a catastrophic incident affecting a group of employees (e.g. robbery, assault in the workplace, employee death in the workplace, natural catastrophe affecting the workplace, employee injury in the workplace). Advanced written request will be confirmed by Horizon to include all fees in connection with services provided, as mutually agreed to in writing by both parties. Horizon will schedule a CISM at the worksite with a group of employees directly impacted by a critical incident as soon as clinically necessary following the traumatic event. CISMs will be limited to a maximum of twenty (20) hours per incident. Cancellations within twenty-four (24) hours of requested service will be charged a Three Hundred Twenty-Five Dollar ($325.00) per onsite hour/per clinician administrative fee. · Reduction in Force Services: The process by which a work organization reduces its work force by eliminating jobs, such as closing subsidiaries or departments. On-site services could be either group process or onsite counseling or a combination of both. Reduction in Force services will be provided at the rate of Three Hundred Twenty-Five Dollars ($325.00) per hour/per clinician. Cancellations within twenty-four (24) hours of requested service will be charged a Three Hundred Twenty-Five Dollar ($325.00) per onsite hour/per clinician administrative fee. · Grief Group Services: An on-site group that is facilitated by a provider to help employees deal with a loss of a co-worker, employee suicide or homicide, family member, etc. Grief Groups will be provided at the rate of Three Hundred Twenty-Five Dollars ($325.00) per hour/per clinician. Cancellations within twenty-four (24) hours of requested service will be charged a Three Hundred Twenty-Five Dollar ($325.00) per onsite hour/per clinician administrative fee. · On-site Counseling: An on-site counselor can be provided to assist with providing one- on-one counseling in a confidential on-site office location. On-site counseling will be provided at the rate of Three Hundred Twenty-Five Dollars ($325.00) per hour/per clinician. Cancellations within twenty-four (24) hours of requested service will be charged a Three Hundred Twenty-Five Dollars ($325.00) per onsite hour/per clinician administrative fee. *Travel fees may apply to on-site service requests. The Employer is notified of applicable travel fees prior to services being rendered. All travel fees will be paid in accordance with Monroe County Code sections 2-110 and 2-111. 18 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETH les CLAUSE Horizon Health, an Aetna Company (Company) "...warrants that he/it has not employedJ retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may. in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price. or otherwise recover, the full amount of any fee. commission. percentage. gift. or consideration paid to the former County officer or employee.u -- 2/8/2010 STATE OF: COUNTY OF: SUbS~bed andtWOrn to affirmed~eO fe 0 (date) by \ (jC ~ CP;-~wn~or has produced (type of identification) as identification. ,~ er %ame of affiant}. He~ ~ /~ NOTARY PUBLIC My Commission Expi/'i ~ ~~. -"#..$ ~~...\~.. ."",9t.,,~ NON-COLLUSION AFFIDAVIT I, Cindy Sheriff of the city of Lewisville, TX my oath, and under penalty of perjury, depose and say that according to law on 1. I am President of the firm of Horizon Health, an Aetna Company the bidder making the Proposal for the project described in the Request for Proposals for EAP Program Services for Monroe County Employees RFP-PER-48-317-2010-PRR/CV and that I executed the said proposal with full authority to do so; 2. The prices in this bid have been arrived at independently without collusion. consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; 3. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, dir~.ctly or indirectly. to any other bidder or to any competitor; and 4. No attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit or not to submit, a bid for the purpose of restricting competition; 5. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the tr h of the statements contained in this affidavit in awarding contracts for said pro. c Date: 2/8/2010 COUNTY OF: STATE OF: Subscribed a d sworn to (or affirmed) bafor - q ~DI ~ L ' ~ame of affiant). H~ is ~ (date) by or has produced (type of identification) as identification. My Commission Expir DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Section 287.087 Florida Statutes hereby certifies that: Horizon Health, an Aetna Company (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession. or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs. and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and' will notify the employer of any conviction of, or plea of guilty or nolo contendere to. any violation oY Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement. I certify tha is firm complies fully with the above requirements. Date: 2/8/2010 STATE OF: to me or has produced PUBLIC ENT.ITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity. may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 Florida Statutes, for CATEGORY TWO for a period of 36 months fro the date of being placed on the convicted vendor list." Horizon Health, an Aetna I have read the above and state that neither Company (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. Date: 2/8/2010 ex C( . ~ t '- I (JCj' ~,Of D s,!,omfo (or aff.u:q"ed) be!O~ on l== r~ YJ ) - . f ld ~ he rJ r~e of affiant}. . · all known ~--- STATE OF: COUNTY OF: (date) by My Commission Expire or has produced identification) as identification. Certificate of Insurance THIS CERTIFICATE ISSUED AS A MA TIER OF INFORMA TION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMP ANIES AFFORDING COVERAGE Company Letter A - ACE AMERICAN INSURANCE COMPANY Company Letter 8 - COMMERCE AND INDUSTRY INSURANCE CO. Company- Letter Marsh USA Inc. One State Street Hartford, CT 06103 Aetna Inc. and its Affiliated Companies, including Horizon Behavioral Services 151 Farmington Avenue Hartford, CT 06156 Evidence of General Liability and Excess insurance coverage. for Horizon Behavioral Services, an Aetna company. THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES. COMMERCIAL GENERAL LIABILITY GENERAL AGGREGATE $2,000,000 X COMPREHENSNE PRODUCTS-COMP/OP AGG. $2,000,000 X PREMISES-OPERATIONS PERSONAL & ADV. INJURY $1.000.000 A HDOG2056037-A 04/01/10 04/01/11 X PRODUCTS/COMPLETED OPERATIONS EACH OCCURRENCE $1.000,000 X CONTRACTUAL FIRE DAMAGE (Anyone fire) $500.000 OTHER MED.EXP. (Anyone person) $10,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT X ANY AUTO (PER ACCIDENT) X AUTO MEDICAL PAYMENTS PER INSURED OTHER EXCESS LIABILITY (UMBRELLA) EACH OCCURRENCE $1.000.000 8 BE 7251114 04/01/10 04/01/11 AGGREGATE $1.000.000 WORKERS' COMPENSATION STATUTORY LIMITS AND EMPLOYERS' LIABILITY Monroe County Board of County Commissioners Attn: Teresa Aguiar 1100 Simonton St, Suite 2-258 Key West, FL 33040 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRmEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFf, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVE. ~ 12 ~~. ~, 04/01/2010