Ordinance No. 9,429AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO
EXECUTE AND THE CITY CLERK TO ATTEST TO A RENEWAL OF THE
PROFESSIONAL SERVICES CONTRACT WITH INTERFACE EAP, INC.;
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF
NINETEEN THOUSAND FOUR HUNDRED FORTY AND NO 1100 DOLLARS
($19,440.00); AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager and the City Clerk of the City of Baytown to execute and attest to a renewal
of the professional services contract with Interface EAP, Inc. A copy of said contract is attached
hereto, marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Interface
EAP, Inc., of the sum of NINETEEN THOUSAND FOUR HUNDRED FORTY AND NO /100
DOLLARS ($19,440.00), pursuant to the Agreement.
Section 3: That the City Manager is hereby granted general authority to. approve any
change order involving a decrease or an increase in costs of TWENTY -FIVE THOUSAND AND
NO 1100 DOLLARS ($25,000.00) or less; however, the original contract price may not be increased
by more than twenty -five percent (25 %) or decreased by more than twenty -five percent (25 %)
without the consent of the contractor to such decrease.
Section 4: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City
of Baytown this the 26th day of September, 2002.
PETE C. ALFARO, Mayor
ATTEST:
GAk W. SMITH, City Clerk
APPROVED AS TO FORM:
ACIO RAMIREZ ., City Attorney
F:Veanene\My Documents \Council \01 -02\ September \InterfaceEAPContractO2- 03.doc
CERTIFICATION
I, Gary W. Smith, the duly appointed and acting City Clerk of the City of
Baytown, Harris County, Texas, do hereby certify and attest that as part of my duties, I
do supervise and act as lawful custodian of the records of the City of Baytown; that the
attached document is a true and correct copy of Ordinance No. 9429.
ORDINANCE NO. 9429
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO
EXECUTE AND THE CITY CLERK TO ATTEST TO A RENEWAL OF
THE PROFESSIONAL SERVICES CONTRACT WITH INTERFACE EAP,
INC.; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE
SUM OF NINETEEN THOUSAND FOUR HUNDRED FORTY AND
NO/100 DOLLARS ($19,440.00); AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
Adopted by the City Council at its meeting held on September 26, 2002.
WITNESS MY HAND AND SEAL of the City on September 30, 2002.
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0
•
CONTRACT
for
CITY OF BAYTOWN
MANAGED MENTAL HEALTH PLUS
and
EMPLOYEE ASSISTANCE PROGRAM
Provided
by
Interface EAP
X11 II.
7670 Woodway, Suite 350 • Houston, Texas 77063 • (713) 781 -3364 ♦ 1- 800 - 3244327
I
This contract is between CITY OF BAYTOWN and Interface EAP for Managed Mental Health
• Plus (MMHP), supported by an Employee Assistance Program (EAP).
I. Services
The services to be provided by Interface EAP are as follows:
1. Twenty -four hour telephone service with both a local Houston and a toll -free
national number for employees and family members to use for any personal problem. As used in
this contract "family members" shall include an employee, as well as the employee's spouse and
dependent eligible children.
2. Diagnosis,. assessment, initial treatment planning, and if necessary a referral for
personal problems, particularly those with the potential for affecting work performance. This
includes consultation with our professionals until an accurate diagnosis and initial treatment plan
is reached for each client of the EAP.
3. Supervisory/Management training will be available on an annual basis. This will
include training on recognizing, documenting, and referring a troubled employee to the EAP as
well as information on all services provided by the EAP.
4. An employee orientation will be available to familiarize all employees with the
services provided by the EAP and the process for utilizing the program.
NOTE: Both supervisory training and employee orientations will be presented either by video or
by a Program Coordinator and will include printed materials. A total of 6 hours to be used in 2
12 -hour periods will be available to CITY OF BAYTOWN for Supervisory/Management
Training and/or Employee Orientation.
5. Ongoing program awareness in the form of posters, handouts, and payroll stuffers
for distribution and display.
6. Assistance in establishing a clear policy letter concerning CITY OF
BAYTOWN's position on employees who use the EAP.
7. Quarterly utilization review. This will include nature of the contact, referral
source, and demographics of employees, providing that certain information will not jeopardize
confidentiality. Annual reports for both the EAP & MMHP will be provided with a breakdown
of cost and the number of persons referred for treatment under the health plan.
8. Critical Incident Stress Debriefing (CISD) to take place between 24 and 72 hours
after a traumatic event. Brown Bag Seminars will also be made available with topics to be
chosen by CITY OF BAYTOWN. A total of 4 one-hour on -site sessions per plan year will be
available to CITY OF BAYTOWN for Critical Incident Stress Debriefing and/or Brown Bag
® Seminars. .
9. 2 days per plan year will be available to CITY OF BAYTOWN for Health Fairs.
2
7670 Woodway, Suite 350 • Houston, Texas 77063 • (713) 781 -3364 ♦ 1- 800 - 324 -4327
10. Services requested and provided beyond those outlined in Section I will be billed
® to CITY OF BAYTOWN. The City will be notified in writing of the specific costs prior to the
services being delivered.
II. Manalled Care Services
I . Interface will provide access to hospitals and other treatment facilities with which
it has Preferred Provider Agreements (PPA's), thus' allowing discounts for treatment to your
health plan.
2. Interface EAP will serve as the gatekeeper for the mental health and substance
abuse portion of your health plan. Through plan design, all covered persons will have a financial
incentive to contact Interface before seeking treatment.
3. Interface will review, along with your Administrator, your health plan design for
mental health and substance abuse coverage and recommend any changes that will enhance
Interface's ability to direct cost effective treatment.
4. MMHP will provide individual case management to insure cost containment and
quality service provided by referral resources. This continues after discharge to insure a quality
after -care program.
5. To insure negotiated discounts are received by your TPA, Interface will receive
for review and/or repricing, bills for treatment from facilities with which Interface has a PPA.
Interface will then forward the bills to your Administrator for processing and payment within
three business days.
III. Procedures
An employee /family member will have initial contact with a clinically trained case
manager at Interface. A case will be opened and they will be referred to a professional counselor
in Interface's network. This will be a licensed counselor established in private practice with
experience in the area of the presenting problem. The employee /family member may request
another counselor, for any reason, after their first session without losing that session as one of
their allotted sessions for that problem. Contact with the EAP may be initiated by the employee,
a supervisor, or both. A family member may be referred to the program by their own call or by a
referral of the employee. On a case -by -case basis, Interface will evaluate the need to cover
extended family members who live within the household of the covered employee. EAP benefits
will only be available to those extended family members if deemed clinically appropriate in
resolving the problem(s) presented by the employee or the immediate family member.
When an employee or family member contacts the EAP they will be directed to the most
convenient office location in their area. A professional counselor will be assigned to diagnose,
assess, formulate an initial treatment plan, and if necessary refer for additional treatment. In all
instances the need and/or problem will be addressed. The goal of the counseling process for an
® employee will be his/her effective return to full productivity.
3
7670 Woodway, Suite 350 ♦ Houston, Texas 77063 ♦ (713) 781 -3364 ♦ 1- 800 - 324 -4327
IV. Publicity of Services
OR CITY OF BAYTOWN will inform its employees of the service provided by Interface
with at least a letter advising the program is confidential, and that any employee seeking
assistance will not jeopardize his/her position with CITY OF BAYTOWN.
Interface will provide literature in the form of brochures describing the EAP, and all
services included in Section I of this contract.
V. Renortin2
When the initial contact is the result of a supervisory referral in regards to job
performance concerns, Interface encourages the supervisor to obtain a signed release from the
employee for Interface to inform the supervisor of the following: 1) whether the employee has
contacted the Employee Assistance Program; 2) whether treatment goals have been established
(without identification of those goals); 3) whether there is progress (but not the nature of that
progress) toward treatment goals. Only with a signed release from the employee can Interface
release as information regarding contact or other information to anyone except as required by
law.
Employees who make their own contact (self - referrals) with the EAP will be encouraged
to share information with supervisors if deemed appropriate by the counselor. No reports will be
made to CITY OF BAYTOWN concerning self - referrals other than the agreed upon reports in
Section I. Neither the purpose nor content of the contact by an employee or family member will
be revealed to any representative of CITY OF BAYTOWN.
CITY OF BAYTOWN will provide a list of employees including their social security
numbers to Interface for the purpose of verifying employment. An updated list will be provided
as new employees are added or termination of employment occurs.
All agreed upon analysis are dependent on the existence of data to be provided by CITY
OF BAYTOWN in a relatively accessible form with all due regard for the confidentiality of
employees.
Except as provided herein, or by law, the identity of the employee or family member, the
nature of the contact, treatment progress and prognosis, will be confidential and reported to no
one without the written consent of the employee or family member.
VI. Consultation
An EAP counselor will be available to employees and family members 24 hours a day via
a national toll free number to assist with any calls of a crisis nature. The EAP may also be called
upon by supervisors to assist in problem identification, documenting impaired job performance,
intervention with a problem employee, or other concerns.
Sessions with a counselor will be on an as needed basis, and will be free of charge to the
employee and/or family member as described herein. The EAP will be used first to obtain an
® assessment of the problem. If the problem is short term, additional EAP sessions will be
available for the person(s) seeking help. If the problem is long term, a referral to the appropriate
program(s) could be made prior to exhausting the full 6 sessions. The maximum number of
4
7670 Woodway, Suite 350 ♦ Houston, Texas 77063 ♦ (713) 781 -3364 ♦ 1- 800 - 324 -4327
0
sessions provided free annually to each covered person/family seeking help is 6 per problem and
/or occurrence of using the EAP. If further treatment is needed that is not covered under
insurance, Interface will work to make available that treatment at a reduced cost to the family.
Referrals for legal problems are provided through Legal Access. Each covered family
has a maximum of 3 consultations with an attorney per plan year. The consultations with an
attorney may be either in person or via telephone with the first 30 minutes at no charge.
Additional services with the attorney are provided at a reduced rate. Employees will have 3
Financial Planning sessions per family, per year. All services are provided via telephone.
VII. Hold Harmless Clause
Interface EAP will indemnify and hold CITY OF BAYTOWN harmless from any and
all claims, actions, liability and expenses including costs of judgments, settlements, court costs,
and attorney fees, regardless of the outcome of such claim or action, caused by, resulting from or
alleging negligent or intentional acts or omissions or any failure to perform any obligation
undertaken or any covenant in this agreement, whether such act, omission or failure was that of
Interface EAP or that of any person providing services there under through or for Interface EAP.
Upon notice from CITY OF BAYTOWN, Interface EAP will resist and defend at Interface
EAP's own expense, and by counsel reasonably satisfactory to CITY OF BAYTOWN any such
claim or action.
VIII. Program Cost
The monthly retainer charge for the services of Interface EAP is as follows:
$2.20 per employee per month for all employees
excludes services under Section II)
add $0.50 for employees, retirees and COBRA covered by the health plan
includes all services under Section II)
The above charges are to be paid in 4 quarterly installments based on the number of
covered employees at the beginning of each quarter. The first being due on October 1, 2002.
7670 Woodway, Suite 350 • Houston, "Texas 77063 • (713) 781 -3364 ♦ 1- 800 - 324 -4327
5
IX. Term of Contract
The term of this contract shall be from October 1, 2002 through September 30, 2003.
X. Exhibit
Additional terms of this contract are contained in Exhibit "A" which is attached hereto
and incorporated herein by this reference for all intents and purposes.
AGREED TO AND EXECUTED THIS DAY OF 2002.
CITY OF BAYTOWN
By: _
Title:
Print name:
i 0
INTERFA EAP
By:
Title: Exec,u. -4('Jc �d '-AIWA'. o✓'
Print name: o fete^ l Oa ✓i",6 r"
6
7670 Woodway, Suite 350 ♦ Houston, Texas 77063 # (713) 781 -3364 ♦ 1- 800 - 324 -4327
0 Exhibit "A"
These Exhibit "A" shall supersede and control over the terms and conditions contained in
the Contract for Managed Mental Health Plus and Employee Assistance Program provided by
Interface EAP, for the City of Baytown dated the day of 2002 to the extent
that there is conflict.
* Interface EAP, shall comply with all rules, regulations and laws of the United States of
America, the State of Texas, and all laws, regulations and ordinances of the City of
Baytown as they now exist or may hereafter be enacted or amended.
* It is expressly agreed and understood by all parties hereto that Interface EAP, is an
independent contractor in its relationship to the City. Nothing herein contained at any
time or in any manner shall be construed to effect a contract of partnership or joint
venture or render any party hereto the employer or master of any other party and/or its
employees, agents or representatives. All necessary personnel shall be deemed
employees of Interface EAP.
* The City, besides all other rights or remedies it may have, shall have the right to
terminate this contract with or without cause upon thirty (30) days written notice from the
City Manager to Interface EAP of the City's election to do so. At the time of
termination, Interface will direct any participant in treatment to verify benefits through
the new vendor and to contact their human resources director. Interface will also notify
the participant's provider of the termination of services, revoke any unused sessions and
direct the provider to verify benefits through the new vendor. Interface will not assume
any financial responsibility for services that take place after the date of termination.
Furthermore, the City may immediately and without notice terminate this Contract if
Interface EAP breeches this Contract. A breech of this contract shall include, but not be
limited to, the following:
1. Failing to pay any payments due the City, State or Federal Government from
Interface EAP, or its principals, including, but not limited to, any taxes, fees,
assessments, liens, or any payments identified in this contract;
2. The institution of voluntary or involuntary bankruptcy proceeding against
Interface EAP;
3. The dissolution of Interface EAP;
4. The violation of any provision of this contract; and/or
5. The abandonment for the Contract or any portion thereof and discontinuance of
Interface EAP's services or any portion thereof.
® Interface's Initials
City's Initials
7670 Woodway, Suite 350 • Houston, Texas 77063 ♦ (713) 781 -3364 ♦ 1- 800 - 3244327
Upon delivery of any notice of termination required herein, Interface EAP, shall discontinue all
services in connection with the performance of the Contract. Within thirty (30) days after receipt
of the notice of termination, Interface EAP, shall refund any monies prepaid by the City prorated
to the date of the termination.
* All notices required to be given hereunder shall be given in writing either by telecopier,
overnight, or facsimile transmission, certified or registered mail at the respective addresses of the
parties set forth herein or at such other address as may be designated in writing by either party.
Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the
following addresses:
Interface EAP
Interface EAP
Attn: CEO
7670 Woodway, Suite 350
Houston, TX 77063
Fax: (713) 784 -3241
CITY
City of Baytown
Attn: City Manager
PO Box 424
Baytown, TX 77522
Fax: (281) 420 -6586
Interface's Initials (40
City's Initials
7670 Woodway, Suite 350 • Houston, Texas 77063 * (713) 781 -3364 • 1 -800- 324 -4327
0
® *Interface EAP shall not sell, assign, or transfer any of its rights or obligations under this
Contract in whole or in part without prior written consent of the City, nor shall Interface EAP
assign any monies due or to become due to it hereunder without the previous consent of the City.
n
L J
* Failure of either party hereto to insist on the strict performance of any of the agreements
herein or to exercise any rights or remedies accruing thereunder upon default or failure of
performance shall not be considered a waiver of the right to insist on and to enforce by an
appropriate remedy occurring as a result of any future default or failure of performance.
* This contract shall in all respects be interpreted and construed in accordance with and
governed by the laws of the State of Texas, regardless of the place of its execution or
performance. The place of making and the place of performance for all purposes shall be
Harris County.
Interface's Initials
City's Initials
9
7670 woodway, Suite 350 ♦ Houston, Texas 77063 ♦ (713) 781 -3364 ♦ 1- 800 - 324 -4327
® * All parties agree that should any provision of this Contract be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Contract, which
shall continue in full force and effect.
•
* This Contract contains all the agreements of the parties relating to the subject matter
hereof and is the full and final expression of the agreement between the parties.' This
contract shall not be amended or modified without the express written consent of both
parties hereto.
* The officers executing this Contract on behalf of the parties hereby represent that such
officers have full authority to execute this contract and to bind the party he /she
represents.
Interface's Initials A6
City's Initials
10
7670 Woodway, Suite 350 • Houston, Texas 77063 • (713) 781 -3364 ♦ 1- 800 - 324 -4327
r
CONTRACT
for
CITY OF BAYTOWN
MANAGED MENTAL HEALTH PLUS
and
EMPLOYEE ASSISTANCE PROGRAM
Provided
by
Interface EAP
r48
7670 Woodway,Suite 350 • Houston,Texas 77063 • (713)781-3364 • 1-800-324-4327
This contract is between CITY OF BAYTOWN and Interface EAP for Managed Mental Health
Plus (MMHP), supported by an Employee Assistance Program(EAP).
I.Services
The services to be provided by Interface EAP are as follows:
1. Twenty-four hour telephone service with both a local Houston and a toll-free
national number for employees and family members to use for any personal problem. As used in
this contract"family members" shall include an employee, as well as the employee's spouse and
dependent eligible children.
2.Diagnosis, assessment, initial treatment planning, and if necessary a referral for
personal problems, particularly those with the potential for affecting work performance. This
includes consultation with our professionals until an accurate diagnosis and initial treatment plan
is reached for each client of the EAP.
3.Supervisory/Management training will be available on an annual basis. This will
include training on recognizing, documenting, and referring a troubled employee to the EAP as
well as information on all services provided by the EAP.
4. An employee orientation will be available to familiarize all employees with the
services provided by the EAP and the process for utilizing the program.
NOTE: Both supervisory training and employee orientations will be presented either by video or
by a Program Coordinator and will include printed materials. A total of 6 hours to be used in 2
12-hour periods will be available to CITY OF BAYTOWN for Supervisory/Management
Training and/or Employee Orientation.
5.Ongoing program awareness in the form of posters, handouts, and payroll staffers
for distribution and display.
6. Assistance in establishing a clear policy letter concerning CITY OF
BAYTOWN's position on employees who use the EAP.
7.Quarterly utilization review. This will include nature of the contact, referral
source, and demographics of employees, providing that certain information will not jeopardize
confidentiality. Annual reports for both the EAP & MMHP will be provided with a breakdown
of cost and the number of persons referred for treatment under the health plan.
8.Critical Incident Stress Debriefing (CISD) to take place between 24 and 72 hours
after a traumatic event. Brown Bag Seminars will also be made available with topics to be
chosen by CITY OF BAYTOWN. A total of 4 one-hour on-site sessions per plan year will be
available to CITY OF BAYTOWN for Critical Incident Stress Debriefing and/or Brown Bag
Seminars.
9. 2 days per plan year will be available to CITY OF BAYTOWN for Health Fairs.
2
7670 Woodway,Suite 350 • Houston,Texas 77063 • (713)781-3364 • 1-800-324-4327
10. Services requested and provided beyond those outlined in Section I will be billed
to CITY OF BAYTOWN. The City will be notified in writing of the specific costs prior to the
services being delivered.
II. Managed Care Services
1.Interface will provide access to hospitals and other treatment facilities with which
it has Preferred Provider Agreements (PPA's), thus allowing discounts for treatment to your
health plan.
2.Interface EAP will serve as the gatekeeper for the mental health and substance
abuse portion of your health plan. Through plan design, all covered persons will have a financial
incentive to contact Interface before seeking treatment.
3.Interface will review, along with your Administrator, your health plan design for
mental health and substance abuse coverage and recommend any changes that will enhance
Interface's ability to direct cost effective treatment.
4. MMHP will provide individual case management to insure cost containment and
quality service provided by referral resources. This continues after discharge to insure a quality
after-care program.
5. To insure negotiated discounts are received by your TPA, Interface will receive
for review and/or repricing, bills for treatment from facilities with which Interface has a PPA.
Interface will then forward the bills to your Administrator for processing and payment within
three business days.
III. Procedures
An employee/family member will have initial contact with a clinically trained case
manager at Interface. A case will be opened and they will be referred to a professional counselor
in Interface's network. This will be a licensed counselor established in private practice with
experience in the area of the presenting problem. The employee/family member may request
another counselor, for any reason, after their first session without losing that session as one of
their allotted sessions for that problem. Contact with the EAP may be initiated by the employee,
a supervisor, or both. A family member may be referred to the program by their own call or by a
referral of the employee. On a case-by-case basis, Interface will evaluate the need to cover
extended family members who live within the household of the covered employee. EAP benefits
will only be available to those extended family members if deemed clinically appropriate in
resolving the problem(s)presented by the employee or the immediate family member.
When an employee or family member contacts the EAP they will be directed to the most
convenient office location in their area. A professional counselor will be assigned to diagnose,
assess, formulate an initial treatment plan, and if necessary refer for additional treatment. In all
instances the need and/or problem will be addressed. The goal of the counseling process for an
employee will be his/her effective return to full productivity.
3
7670 Woodway,Suite 350 • Houston,Texas 77063 • (713)781-3364 • 1-800-324-4327
IV. Publicity of Services
CITY OF BAYTOWN will inform its employees of the service provided by Interface
with at least a letter advising the program is confidential, and that any employee seeking
assistance will not jeopardize his/her position with CITY OF BAYTOWN.
Interface will provide literature in the form of brochures describing the EAP, and all
services included in Section I of this contract.
V. Reporting
When the initial contact is the result of a supervisory referral in regards to job
performance concerns, Interface encourages the supervisor to obtain a signed release from the
employee for Interface to inform the supervisor of the following: 1) whether the employee has
contacted the Employee Assistance Program; 2) whether treatment goals have been established
without identification of those goals); 3) whether there is progress (but not the nature of that
progress) toward treatment goals. Only with a signed release from the employee can Interface
release any information regarding contact or other information to anyone except as required by
law.
Employees who make their own contact (self-referrals) with the EAP will be encouraged
to share information with supervisors if deemed appropriate by the counselor. No reports will be
made to CITY OF BAYTOWN concerning self-referrals other than the agreed upon reports in
Section I. Neither the purpose nor content of the contact by an employee or family member will
be revealed to any representative of CITY OF BAYTOWN.
CITY OF BAYTOWN will provide a list of employees including their social security
numbers to Interface for the purpose of verifying employment. An updated list will be provided
as new employees are added or termination of employment occurs.
All agreed upon analysis are dependent on the existence of data to be provided by CITY
OF BAYTOWN in a relatively accessible form with all due regard for the confidentiality of
employees.
Except as provided herein, or by law, the identity of the employee or family member, the
nature of the contact, treatment progress and prognosis, will be confidential and reported to no
one without the written consent of the employee or family member.
VI. Consultation
An EAP counselor will be available to employees and family members 24 hours a day via
a national toll free number to assist with any calls of a crisis nature. The EAP may also be called
upon by supervisors to assist in problem identification, documenting impaired job performance,
intervention with a problem employee,or other concerns.
Sessions with a counselor will be on an as needed basis, and will be free of charge to the
employee and/or family member as described herein. The EAP will be used first to obtain an
assessment of the problem. If the problem is short term, additional EAP sessions will be
available for the person(s) seeking help. If the problem is long term, a referral to the appropriate
program(s) could be made prior to exhausting the full 6 sessions. The maximum number of
4
7670 Woodway,Suite 350 • Houston,Texas 77063 • (713)781-3364 • 1-800-324-4327
sessions provided free annually to each covered person/family seeking help is 6 per problem and
or occurrence of using the EAP. If further treatment is needed that is not covered under
insurance, Interface will work to make available that treatment at a reduced cost to the family.
Referrals for legal problems are provided through Legal Access. Each covered family
has a maximum of 3 consultations with an attorney per plan year. The consultations with an
attorney may be either in person or via telephone with the first 30 minutes at no charge.
Additional services with the attorney are provided at a reduced rate. Employees will have 3
Financial Planning sessions per family,per year. All services are provided via telephone.
VII. Hold Harmless Clause
Interface EAP will indemnify and hold CITY OF BAYTOWN harmless from any and
all claims, actions, liability and expenses including costs of judgments, settlements, court costs,
and attorney fees, regardless of the outcome of such claim or action, caused by, resulting from or
alleging negligent or intentional acts or omissions or any failure to perform any obligation
undertaken or any covenant in this agreement, whether such act, omission or failure was that of
Interface EAP or that of any person providing services there under through or for Interface EAP.
Upon notice from CITY OF BAYTOWN, Interface EAP will resist and defend at Interface
EAP's own expense, and by counsel reasonably satisfactory to CITY OF BAYTOWN any such
claim or action.
VIII. Program Cost
The monthly retainer charge for the services of Interface EAP is as follows:
2.20 per employee per month for all employees
excludes services under Section II)
add$0.50 for employees, retirees and COBRA covered by the health plan
includes all services under Section II)
The above charges are to be paid in 4 quarterly installments based on the number of
covered employees at the beginning of each quarter. The first being due on October 1, 2002.
5
7670 Woodway,Suite 350 • Houston,Texas 77063 • (713)781-3364 • 1-800-324-4327
IX. Term of Contract
The term of this contract shall be from October 1, 2002 through September 30, 2003.
X. Exhibit
Additional terms of this contract are contained in Exhibit "A" which is attached hereto
and incorporated herein by this reference for all intents and purposes.
AGREED TO AND EXECUTED THIS 1 DAY OF September 2002.
CITY OF :A W INTERFA E EAP
By: -4 By: at% /4a4vaM,•._
Title: Interim City Manager Title: Ex e JL Od tdi lu'
Print name: Gary Jackson Print name: r I ,Glr4-, 056 y
6
7670 Woodway,Suite 350 • Houston,Texas 77063 • (713)781-3364 • 1-800-324-4327
Exhibit "A"
These Exhibit"A" shall supersede and control over the terms and conditions contained in
the Contract for Managed Mental Health Plus and Employee Assistance Program provided by
Interface EAP, for the City of Baytown dated the,Q 7 day of . 7Liz/2002 to the extent
that there is conflict.
Interface EAP, shall comply with all rules, regulations and laws of the United States of
America, the State of Texas, and all laws, regulations and ordinances of the City of
Baytown as they now exist or may hereafter be enacted or amended.
It is expressly agreed and understood by all parties hereto that Interface EAP, is an
independent contractor in its relationship to the City. Nothing herein contained at any
time or in any manner shall be construed to effect a contract of partnership or joint
venture or render any party hereto the employer or master of any other party and/or its
employees, agents or representatives. All necessary personnel shall be deemed
employees of Interface EAP.
The City, besides all other rights or remedies it may have, shall have the right to
terminate this contract with or without cause upon thirty(30) days written notice from the
City Manager to Interface EAP of the City's election to do so. At the time of
termination, Interface will direct any participant in treatment to verify benefits through
the new vendor and to contact their human resources director. Interface will also notify
the participant's provider of the termination of services, revoke any unused sessions and
direct the provider to verify benefits through the new vendor. Interface will not assume
any financial responsibility for services that take place after the date of termination.
Furthermore, the City may immediately and without notice terminate this Contract if
Interface EAP breeches this Contract. A breech of this contract shall include, but not be
limited to,the following:
1. Failing to pay any payments due the City, State or Federal Government from
Interface EAP, or its principals, including, but not limited to, any taxes, fees,
assessments, liens, or any payments identified in this contract;
2.The institution of voluntary or involuntary bankruptcy proceeding against
Interface EAP;
3. The dissolution of Interface EAP;
4. The violation of any provision of this contract; and/or
5. The abandonment for the Contract or any portion thereof and discontinuance of
Interface EAP's services or any portion thereof.
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7670 Woodway,Suite 350 • Houston,Texas 77063 • (713)781-3364 • 1-800-324-4327
Upon delivery of any notice of termination required herein, Interface EAP, shall discontinue all
services in connection with the performance of the Contract. Within thirty(30) days after receipt
of the notice of termination, Interface EAP, shall refund any monies prepaid by the City prorated
to the date of the termination.
All notices required to be given hereunder shall be given in writing either by telecopier,
overnight, or facsimile transmission, certified or registered mail at the respective addresses of the
parties set forth herein or at such other address as may be designated in writing by either party.
Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the
following addresses:
Interface EAP
Interface EAP
Attn: CEO
7670 Woodway, Suite 350
Houston, TX 77063
Fax: (713) 784-3241
CITY
City of Baytown
Attn: City Manager
PO Box 424
Baytown, TX 77522
Fax: (281)420-6586
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7670 Woodway,Suite 350 • Houston,Texas 77063 • (713)781-3364 • 1-800-324-4327
Interface EAP shall not sell, assign, or transfer any of its rights or obligations under this
Contract in whole or in part without prior written consent of the City, nor shall Interface EAP
assign any monies due or to become due to it hereunder without the previous consent of the City.
Failure of either party hereto to insist on the strict performance of any of the agreements
herein or to exercise any rights or remedies accruing thereunder upon default or failure of
performance shall not be considered a waiver of the right to insist on and to enforce by an
appropriate remedy occurring as a result of any future default or failure of performance.
This contract shall in all respects be interpreted and construed in accordance with and
governed by the laws of the State of Texas, regardless of the place of its execution or
performance. The place of making and the place of performance for all purposes shall be
Harris County.
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7670 Woodway,Suite 350 • Houston,Texas 77063 • (713)781-3364 • 1-800-324-4327
All parties agree that should any provision of this Contract be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Contract, which
shall continue in full force and effect.
This Contract contains all the agreements of the parties relating to the subject matter
hereof and is the full and final expression of the agreement between the parties. This
contract shall not be amended or modified without the express written consent of both
parties hereto.
The officers executing this Contract on behalf of the parties hereby represent that such
officers have full authority to execute this contract and to bind the party he/she
represents.
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7670 Woodway,Suite 350 • Houston,Texas 77063 • (713)781-3364 • 1-800-324-4327