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EAP SERVICES AGREEMENT
THIS EAP SERVICES AGREEMENT ("Agreement") is made and entered into this 12th day of
February, 2004, by and between the City of Clermont, with its principal place of business at
1 Westgate Plaza, Clermont, FL 34711 (hereinafter referred to as "CLERMONT"), and The J.D.
Allen Group, Inc., a Florida corporation with its principal place of business at 2965 West State Road
434, Suite 100, Longwood, FL 32779 (hereinafterreferred to as "TAG").
1.
TAG agrees to provide CLERMONT with employee assistance program ("EAP") servIces
("Services"), which may include diagnostic, in-house treatment, and further referral services for, and
on behalf of, that number of 150 Eligible Employees (as defined in the TAG EAP Contract Budget
attached hereto as Exhibit A and made a part ofthis Agreement ("Contract Budget"), as such number
may be adjusted from time to time as provided herein, and Eligible Family Members (as defined
below) of such Eligible Employees who have, or may have, personal problems. Eligible Family
Members shall mean spouses, dependent children (whether at home or away from home and
including children subject to joint custody agreements) and extended family members of Eligible
Employees residing in the home of the Eligible Employee, as well as significant other domestic
partners of Eligible Employees. Prior to TAG's commencement of services under this Agreement,
CLERMONT shall provide TAG with a listing of all current Eligible Employees in such format as
reasonably may be required by TAG. CLERMONT shall provide TAG with an update to such
listing on not less than an annual basis. CLERMONT acknowledges that such listing is necessary
for TAG to provide services under this Agreement only to those persons eligible to receive such
services. Accordingly, if CLERMONT fails to provide TAG with any such listing as required under
this Section 1, then CLERMONT agrees that it shall be liable to compensate TAG for all services
provided under this Agreement to persons listed as Eligible Employees under the most recent listing
provided to TAG, notwithstanding that such person is no longer eligible to receive services under
this Agreement. TAG shall have the right to suspend the perfornlance of any services under this
Agreement pending the receipt of the Eligible Employee listing.
2.
150 Eligible Employees may be referred to TAG by self-referral, family referral, or CLERMONT
supervIsors.
3.
CLERMONT does not guarantee any number or quantity of referrals; rather such referrals shall be
mad\::; on an as-needed basis.
4.
Both TAG and CLERMONT shall use their best professional efforts to maintain the confidentiality
of the Services that TAG perfomls. TAG shall observe such standards of professionalism and ethics
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as are generally observed in the field of employee assistance programming (psychiatry, psychology,
social work, mental health services).
5.
On or before 30 days following the end of each calendar quarter during the tem1 of this Agreement,
TAG shall complete and submit a statistical report, detailing numbers and types of employee
problems seen. Other general statistics will be submitted only after all individual identifying
information has been eliminated.
6.
This Agreement is for Services rendered during the twelve-month period commencing March 1,2004
and ending on the last day of February, 2005 ("Initial Term"). This Agreement shall automatically
renew for additional terms of twelve months each (each a "Renewal Term") unless either party
notifies the other party of its intent not to renew this Agreement not less than ninety (90) days prior
to the expiration of the then current term.
7. A.
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B.
After the initial twelve (12) months, either party may cancel this Agreement at any time for
any reason by giving not less than ninety (90) days written notice to the other party.
In the event that one party breaches any material obligation under this Agreement
("Default"), the other party shall give the breaching party written notice of the breach and
request that the breach be cured ("Cure Notice"). If the breaching party fails to cure the
specified breach to the reasonable satisfaction of the non-breaching party within thirty (30)
days of receipt ofthe Cure Notice (or such other mutually agreed upon time), then the non-
breaching party shall have the right to terminate this Agreement, effective upon thirty (30)
days prior written notice to the breaching party ("Termination Notice"). The non-breaching
party's right to terminate this Agreement shall automatically expire ifthe breaching party has
cured the breach prior to the breaching party's receipt ofthe Termination Notice. The right
of either party to terminate in any such case shall be in addition to any other rights and
remedies they may have or at law or in equity.
c.
Either party may, at its option, terminate this Agreement effective immediately upon written
notice upon the occurrence of an "Insolvency Event of Default" (as defined below) with
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respect to the other party. The occurrence of anyone or more of the following events shall
constitute an "Insolvency Event of Default":
1. The other party admits in writing its inability to pay its debts generally or makes
a general assignment for the benefit of creditors;
2. Any affirmative act of insolvency by the other party or the filing by or against the
other party (which is not dismissed within ninety (90) days) of any petition or
action under any bankruptcy, reorganization, insolvency arrangement, liquidation,
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dissolution or moratorium law, or any other law or laws for the relief of, or
relating to, debtors;
3. Or the subjection of a material part of the other party's property to any levy,
seizure, assignment or sale for or by any creditor, third party or governmental
agency.
Upon the expiration or any termination of this Agreement, CLERMONT shall pay TAG all Base
Compensation and other sums due TAG through the expiration date or the effective date of
termination, as applicable.
As compensation for the Services to be provided hereunder during the Initial Term, CLERMONT
shall pay TAG the Base Compensation (as defined in the Contract Budget) together with all
additional sums which may be payable to TAG as set forth in the Contract Budget. All
compensation shall be payable as set forth in Section 9 below. The Base Compensation payable to
TAG shall be increased during each Renewal Term as follows: second year (0%), third year (3%),
fourth year (0%). The parties hereto acknowledge that the Base Compensation is based on the
number of Eligible Employees as set forth in the Contract Budget and as verified by TAG pursuant
to the listing of Eligible Employees provided under Section 1 above. The parties agree that number
of Eligible Employees shall be reviewed on an annual basis. The Base Compensation shall be
adjusted appropriately to reflect changes in the Eligible Employee population only in the event that
there is a change (whether an increase or a decrease) in the Eligible Employee population of 5% or
more. Any decrease or increase in the Base Compensation resulting from a decrease in the Eligible
Employee population shall be prospective only commencing with the next scheduled invoice by
TAG and shall not apply retroactively unless expressly agreed to by TAG in writing. Failure of
CLERMONT to timely notify TAG of a decrease in the Eligible Employee population of 5% or more
shall constitute waiver by CLERMONT of its right to reduce any compensation payable to TAG
hereunder based on the count of such Eligible Employee population for the applicable year.
CLERMONT acknowledges that TAG must rely on CLERMONT for accurate Eligible Employee
information. Accordingly, failure of CLERMONT to timely and accurately notify TAG of an
increase in the Eligible Employee population by five 5% or more in any applicable year as required
herein shall not affect a waiver of TAG's rights to an increase in any compensation payable to TAG
hereunder based on the count of such Eligible Employee population for the prior year.
9.
TAG will bill CLERMONT semi-annually in advance in accordance with the EAP Scope of Services.
The terms of the invoice shall be thirty (30) days. If CLERMONT is more than ten (10) days late
in making any payment (which shall be 40 days from date of invoice), in addition to such payment,
CLERMONT will pay a late charge of the lesser of$250.00 or 5% ofthe payment in default.
10.
CLERMONT acknowledges and agrees that all processes, methods, procedures, software, statistical
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research and analysis, training methods and training materials used by TAG in the performance of
the Services, and all reports, notes or other information concerning discussion, analysis and
evaluation of Eligible Employees (collectively, "TAG Information") shall be and remain the property
of TAG. Upon termination of this Agreement, all active clients of TAG who are Eligible Employees
shall remain clients of TAG, and all caseload information regarding CLERMONT Eligible
Employees, and any other information regarding treatment of Eligible Employees shall be and
remain the sole property of TAG. Upon termination of this Agreement, all TAG equipment and
TAG Information in the possession of CLERMONT upon termination of this Agreement, whether
in hard-copy or soft copy, including shall be returned to TAG.
11.
Each of TAG and CLERMONT ("Indemnitor") hereby indemnifies, holds harmless and agrees to
defend the other party and its respective employees, officers and directors (collectively,
"Indemnitee") from and against any and all damages, losses, liabilities, actions, proceedings (whether
legal or administrative), demands, and expenses (including but not limited to reasonable attorneys'
fees) threatened, asserted or filed by a third party against the Indemnitee, but only to the extent that
such third party claims arise out of:
i) The Indemnitor's breach of any warranty, representation or obligation of this Agreement
or the Idemnitor's failure to properly perform under this Agreement, or:
ii) Any tortuous (including, without limitation, negligent), reckless, criminal or intentional
act or omission to act ofthe Indemnitor, its employees or agents.
In order to claim indemnification under this Section, the Indemnitee must promptly notify the
Indemnitor of the facts and circumstances which may give right to a claim for indemnification. The
Indemnitor shall be entitled to actively participate in the defense, compromise, settlement, resolution
or other disposition of any such claim or proceeding by counsel of the Indemnitor's own choosing
and at the Indemnitor's own expense.
The Indemnitor may not settle such claim or proceeding without the prior written consent of the
Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee cannot
settle such claim or proceeding without the prior written consent of the Indemnitor, which consent
shall not be unreasonably withheld or delayed. TAG further agrees to maintain appropriate
professional liability and malpractice insurance during the entire period this contract is in force.
12.
This Agreement shall be construed under the laws of the State of Florida, without regard to Florida's
choice of law provisions. Venue for any action brought under this Agreement shall lie in Seminole
County, Florida.
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Neither party may assign this Agreement without the express written consent of the other.
In the event litigation of any dispute between the parties is instituted concerning this Agreement or
its enforcement, the prevailing party in such litigation shall be entitled to collect in such action from
the non-prevailing party all costs of such litigation, including reasonable attorney fees at all levels
of proceedings.
CLERMONT's interest in executing this agreement is to benefit its Eligible Employees. Due to the
unique, varying and evolving requirements of CLERMONT's EAP, it is anticipated that frequent and
regular EAP program consultations between TAG and the CLERMONT Human Resources office
and others may be required upon matters of planning, training, and employee awareness. Verbal
agreements resulting from such consultations which do not contradict the terms of this written
Agreement shall be reduced to writing and shall constitute an amendment to this Agreement upon
execution thereof by both parties. Any disagreement as to technique or practice which is not
resolved shall be reduced to writing and duly noted by each party; provided, however, that the
terms of this Agreement shall control as to any disputed technique or practice.
16.
This Agreement constitutes the entire understanding between the parties and supersedes all
negotiations, representations, prior discussions and preliminary agreements between the parties. This
Agreement shall be construed as though both parties had drafted it. This Agreement may not be
modified except by a written document signed by authorized representatives of both parties.
17.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER
PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER
THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL,
INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
This Agreement may be executed in counterparts, and in such event, all of such executed copies shall
have the same force and effect as the executed original, and a11 of such counterparts, taken together,
shall have the effect of a fully executed original.
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Executed this ~M- day of {;.broJo r"1
,;;>co4
~AOVV~~Y
Date
Print Name:JJ.c...-o Jd S .~,.,,: II e , :f"r.
Title:~ a'1ð ('"
for: City of Clermont
Linda Allen
President
for: The Allen Group
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EXHIBIT A
CITY OF CLERMONT / TAG EAP CONTRACT BUDGET
February 12, 2004
The Services shall include the following services at the following prices:
1.
EAP Management Training/Employee Orientation:
Three (3) 1.0 - 1.5 hour management training sessions
Four (4) 45-minute to I-hour non-management employee orientation sessions
..............................................................................................................................................Included
(Additional trainings/orientations available at $100.00 per session, plus travel
expenses.)
For the EAP to be successful, training must be conducted within the first 90 days.
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.
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The non-management employee orientation sessions describe, in detail, how an
individual may voluntarily and confidentially use the service.
A video-training tape is furnished for all off-site training and orientation. The tape
may also be used for new-hire orientation as well.
2.
EAP Program Development Consultation:
Policy development, strategic planning, training scheduling, start-up and periodic
Process evaluation consultation.......................................................................................... . Included
Consultation with CLERMONT regarding program development and ongoing EAP
integration issues will be accomplished by TAG staff. Time allocated by
mutual consent of CLERMONT and TAG. .........................................................................Included
Expertise in the areas of program acculturation, implementation planning, media
development, staff selection, program evaluation, and face-to-face senior executive
feedback is extremely important for the development of appropriate organizational
support.
3.
EAP Printed Materials:
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Brochures, letters, policy statements (if needed), posters, business-size EAP cards,
etc. Reprints for up to 20% of Eligible Employees will be furnished at no
additional cost after first annual year...............................................................Included
(Custom printing available at additional charge).
A critically important aspect of "conditioning the market" is communicating with the
employee body on all possible levels. This includes EAP information in the form of
newsletter articles, posters for bulletin boards, letters sent to the Eligible Employees'
families, business card size EAP instructions, published policy statement, etc.
4.
EAP Services:
TAG's Unlimited Short-Term Counseling (USTC) will provide Eligible Employees
and Eligible Family Members with access to qualified counselors. Brief Therapy
includes an unfixed number of sessions (an average of 3.5 to 4.5 I-hour counseling
sessions) with a qualified, licensed mental health/substance abuse professional. The
USTC format will be utilized when the treating professional's initial assessment,
typically one (1) to two (2) sessions, determines that a client's concerns can be
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resolved within the USTC model. However, if the assessment indicates a need for
long term counseling or specialized assistance, i.e., chemical dependency treatment,
a referral will be made to an appropriate resource. The Base Compensation for 150
full-time and part-time employees ("Eligible Employees") is $3,700.00 per year,
including
Eligible Family Members of such Eligible Employees, located in Lake County,
FL.......................................................................................................$3,700.00
Many Eligible Employees require brief therapy intervention delivered by the EAP.
In many instances it is not good clinical practice to refer out problems that the EAP
counselor is qualified to handle. For this reason, most Eligible Employees will be
counseled directly by the EAP program.
Initial consultation with plan attorneys for each new legal problem/question. Other
services include 24-hour web site access, on-line legal document library, and
preparation of simple wills, documentation review (up to five pages) and third party
letters. Eligible Employees and Eligible Family Members are eligible for discounted
fees for complicated legal matters and/or representation.
Initial consultation with financial planners to evaluate financial status. Eligible
Employees and Eligible Family Members receive discounted rates for plan
preparation and financial services, if desired. Access to 24-hour web site. On-site,
periodic seminars can be scheduled covering estate planning, financial planning or
a combination of the two. Members of the financial plan receive a ninety-day
money-back guarantee (covering financial planning fees) in the event of their
dissatisfaction with the plan.
5.
Brown Bag Workshops:
TAG will furnish CLERMONT with four (4) "Brown Bag" workshop hours at no
additional charge.
(Additional workshop hours available at $100.00 per hour, plus travel expenses)
6.
Critical Incident Stress Debriefing Services:
TAG will furnish CLERMONT with two (2) CISD hours per year at no additional
charge. (Additional CISD hours available at $250.00 per hour, plus travel expenses)
Immediate Response CISDs (within 2 - 4 hours following an incident) are available
on an optional basis at $275 per hour, plus a flat per person travel fee 0[$195.
TAG will provide a clinician on site (COS) when a CISD is not required. This option
is available at $275 per hour, plus a flat per person travel fee of$195.
7.
Establishment of Toll Free 24-hour EAP Phone Service:
Includes 8:30 a.m. to midnight, Monday through Friday staff-answered, and other
hours answered by professional physician's answering service with EAP counselors
on call...................................................................................................................................Included
CONTRACT TOTAL: Base Compensation
$3.700.00
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