ComPsych Professional Services Agreement
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a.
PROFESSIONAL SERVICES AGREEMENT
(Not Construction Related)
AGREEMENT FOR
EMPLOYEE ASSISTANCE PROGRAM (EAP),
CRAIG TIGER ACT ADMINISTRATION, AND DOT SERVICES
This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and ComPsych Employee Assistance Programs, Inc., an Illinois
Corporation, authorized to do business in the State of Arizona, ("Consultant") as of the day of
, 2023 (“Effective Date”).
RECITALS
A. City desires to retain the professional setvices of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit A, Project Scope of Work (“Scope”);
B. Consultant desires to provide City with professional services (“Services”) consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project; and
Cc. City and Consultant desire to memorialize their agreement with this document.
AGREEMENT
The parties hereby agree as follows:
1 Key Personne]; Other Consultants and Subcontractors.
11 Professional Services. Consultant will provide all Services necessary to assure the Project is
completed timely and efficiently consistent within Project requirements, including, but not limited
to, working in close interaction and interfacing with City and its designated employees, and working
closely with others, including other consultants or contractors, retained by City.
1.2 Project Team.
Project Manager.
(1) Consultant will designate an cmployec as Project Manager with sufficient training,
knowledge, and expeticnce to, in the City's opinion, complete the project and handle
all aspects of the Project such that the work produced by Consultant is consistent
with applicable standards as detailed in this Agreement; and
[¢)) The City must approve the designated Project Manager.
Project Team.
(1) The Project Manager and all other employees assigned to the Project by Consultant
will comprise the "Project Tear."
(2) Project Manager will have responsibility for and will supervise all other employees
assigueal to the Project by Consultant.
Discharge, Reassign, Replacement.
(1) Consultant will not discharge, reassign, replace or diminish the responsibilities of
the project manager assigned to the Project who have been approved by City
without City's prior written consent unless that petson leaves the employment of
Consultant, in which event the substitute must first be approved in writing by City.
(2) Consultant will change any of the members of the Project Team at the City's request
if an employee's performance does not equal or exceed the level of competence that
t
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3.5
the City may reasonably expect of a person performing those duties, or if the acts
or omissions of that person are detrimental to the development of the Project.
d. Subcontractors. Consultant shall not engage any subcontractor for the work or services to
be performed under this Aprcerment. -
2. Schedule, The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.
3. Consultant’s Work.
Standard, Consultant must perform Services in accordance with the standards of due diligence, care,
and quality prevailing among consultants having substantial experience with the successful furnishing
of Services for projects that are equivalent in size, scope, quality, and other criteria under the Project
and identified in this Agreement.
Licensing. Consultant wartants that:
a. Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and
b. Neither Consultant nor any Subconsultant has been debatred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity (“Debarment").
(1) City is under no obligation to ascertain or confirm the existence ot issuance of any
Approvals or Debarments, of to examine Consultant's contracting ability.
(2 Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default undct the Agreement,
Compliance. Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards and
criteria designated by City.
Consultant must not discriminate against any employee or applicant for employment on the basis of
race, colour, religion, sex, national origin, age, marital status, sexual orientation, gender identity or
expression, genetic chatacteristics, familial status, U.S. military veteran status or any
disability. Consultant will require any Sub-contractor to be bound to the same tequirements as stated
within this section. Consultant, and on behalf of any subcontractots, wartants compliance with this
section.
Coordination: Interaction.
a. For projects that the City believes requires the coordination of various professional services,
Consultant will work in close consultation with City ¢o proactively intetact with any other
professionals retained by City on the Project ("Coordinating Project Professionals").
b, Subject to any limitations expressly stated in the Project Budget, Consultant will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
uecessary in order to ensure the timely work delivery and Project completion.
c. For projects not involving Coordinating Project Professionals, Consultant will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.
Work Product.
a Ownership. Upon teceipt of payment for Services furnished, Consultant grants to City
exclusive ownetship of and all copyrights, if any, to evaluations, reports, drawings,
specifications, project manuals, surveys, estimates, teviews, minutes, all "architectural work"
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as defined in the United States Copyright Act, 17 U.S.C § 101, é¢ seg., and other intellectual
work product as may be applicable ("Work Product").
(1) This grant is effective whether the Work Product is on paper (e.g, a "hard copy"),
in electronic format, or in some other form
(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.
b. Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.
c. City Use.
(1) City may reuse the Work Product at its sole discretion.
(2) In the event the Work Product is used for another project without further
consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.
(3) In such case, City will also remove any seal and title block from the Work Product.
4. Compensation for the Project.
4.1 Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $932,000.00 as specifically detailed in Exhibit B
("Compensation").
4.2 Chauge in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified,
a, Adjustments to Compensation require a written amendment to this Agreement and may
tequire City Council approval.
b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.
c Notwithstanding the incorporation of the Exhibits to this Agtecment by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.
43 Allowances. An “Allowance” may be identified in Exhibit B only for work that is required by the
Scope and the value of which cannot teasonably be quantified at the time of this Agreement.
a. As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
identified in Exhibit B and any unused allowance at the completion of the Project will
temain with City.
b. Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.
cm Consultant wilt not use any portion of an Allowance withour prior written authorization
from the City.
d. Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, tadio path studies
aod material testing.
4.4 Expenses. City will reimburse Consultant for cettain out-of-pocket expenses necessarily incurred by
Consultant in connection with this Agreement, without mark-up (the “Reimbursable Expenses”),
including, but not limited to, document reproduction, materials for book preparation, postage,
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courier and ovetnight delivety costs incurred with Federal Express or similat catriers, travel and car
mileage, subject to the following:
a. Mileage, airfare, lodging and other travel expenses will be reimbursable only to the extent
- ——these-would;jfincarred;-be teimbursed-te Gity of Glendale personnebomderits policies and
procedures for business travel expense reimbursement made available to Consultant for
review prior to the Agreement’s execution, and which policies and procedures will be
furnished to Consultant;
b, The Reimbursable Expenses in this section ate approved in advance by City in writing; and
c. ‘The total of all Reimbursable Expenses paid to Consultant in connection with this
Agrcement will not exceed the “not to exceed” amount identified for Reimbursable Services
in the Compensation.
5. Billings and Payment.
5.1 Applicati
a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated below.
b. The period covered by each Payment Application will be one calendar month ending on the
last day of the month.
5.2 Payment.
a. After a full and complete Payment Application is recived, City will process and remit
payment within 30 days.
b. Payment may be subject to or conditioned upon City's receipt of:
(1) Completed work generated by Consultant and its Subconsultants; and
(2) Unconditional waivers and releases on final payment from all Subconsultants as City
may teasonably request to assure the Project will be free of claims arising from
requixed performances under this Agreement.
5.3 Review and Withholding. City's Project Manager will timely review and certify Payment Applications,
a. If the Payment Application is rejected, the Project Manager will issue a written listing of the
items not approved for payment.
b. City may withhold an amount sufficient to pay expenses that City reasonably expects to incur
in cortecting the deficiency or deficiencies rejected for payment.
6. Termination.
61 Tor Convenience. City may terminate this Agreement for convenience, without cause, by delivering
a written termination notice stating the effective termination date, which may not be less than 45
days following the date of delivery.
a Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasanabl: costs incurted.
b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are ditectly associated with Project closeout and delivery of the
required items to the City.
6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cute any breach of this
Agreement within seven days after receipt of written notice specifying the breach.
a. Consultant will not be entitled to further payment until after City has determined its damages.
If City's damages resulting from the breach, as determined by City, are less than the equitable
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amount due but not paid Consultant for Services furnished, City will pay the amount due to
Consultant, less City's damages, in accordance with the provisions of Sec. 5.
b. If City's direct damages exceed amounts otherwise duc to Consultant, Consultant must pay
- the -difference-to- City immediately upon-demand; however; Consultant-willnot-be-subj ect to
consequential damages more than $1,000,000 or the amount of this Agreement, whichever
is greater.
Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating,
securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, ot consultant of any
other party to this Agreement.
Insurance. For the duration of the tetm of this Agreement, Consultant shall procure and maintain insurance
against claims for injuries to petsons or damages to property which may atise from or in connection with the
performance of all tasks or work necessary to complete the Project as hercin defined. Such insurance shall
cover Consultant, its agent(s), reptesentative(s), employee(s) and any subcontractors.
8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:
a Commercial General Liability (CGL): Insutance Services Office Form CG 00 01, including
products and completed operations, with limits of no less than $1,000,000 per occurrence
for bodily injury, personal injury, and property damage. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location or the general
agpregate limit shall be twice the required occurrence limit.
b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
{any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.
ro Professional Liability. Consultant must maintain a Professional Liability insurance covering
errors and omissions arising out of the work or services performed by Consultant, or anyone
employed by Consultant, or anyone fot whose acts, mistakes, errors and omissions
Consultant is legally liability, with a liability insurance limit of $1,000,000 fot cach claim and
a $1,000,000 annual aggregate limit.
d. Worker’s Compensation: Insurance as tequired by the State of Arizona, with Statutory
Linits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.
8.2 ndemnification.
a. To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
hatmless City and its elected officials, officets, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties") for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, personal injury (including sickness,
disease, death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys! fees and litigation
expenses (each, a "Demand or Expense" collectively "Demands or Expenses") asserted by a
third pacty (Le, a person ar entity other than City or Gonsullant) and that arises oul of or
results from the breach of this Agreement by the Consultant or the Consultant’s negligent
actions, etrots ot omissions (including any Subconsultant ot Subcontractot or other person
or fitm employed by Consultant), whether sustained before or after completion of the
Project.
b This indemnity and hold harmless provision applies even if a Demand ot Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,
but in that event, Consultant will be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Consultant or of any petson or entity
for whom Consultant is responsible.
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8.4
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8.8
toa Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
Other Insurance Provisions. ‘Ibe insurance policies required by the Section above must contain,
ot be endorsed to contain the following insurance provisions:
a. The City, its officers, officials, employees and volunteers ate to be covered as
additional insureds of thc CGL and automobile policics for any liability arising from or in
connection with the performance of all tasks ot work necessaty to complete the Project as
herein defined. Such liability may arise, but is not limited to, liability for materials, parts or
equipment furnished in connection with any tasks, or work performed by Consultant or on
its behalf and for Liability arising from automobiles owned, leased, hired or borrowed on
behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s cxisting insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 ot both CG 20 10 and CG 23 37, if later
revisions are used.
b. For any claims related to this Project, the Consultant’s insurance coverage shall be
primary insurance with respect to the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials, employees or
volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it,
c Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VI, unless the Consultant has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.
Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which any
insurer may acquite from Consultant by virtue of the payment of any loss. Consultant agrees to
obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’
Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work
performed by the Consultant, its employees, agent(s) and subcontractot(s).
Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to obtain,
submit or secure the City’s approval of the required insurance policies, certificates or endorsements
prior to the City’s agreement that work may commence shall not waive the Consultant’s obligations
to obtain and verify insurance coverage as otherwise provided in this Section. ‘The City reserves the
right to require complete, certified copies of all required insurance policies, including any
endorsements or amendments, required by this Agreement at any time during the ‘I'erm stated herein.
Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance policies,
certificates or endorsements shall not be considered a Force Majeure ot defense for any failure by
the Consultant to cumply wath the terms and condivons of the Agreement, including any schedule
for performance or completion of the Project.
Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.
Special Risk or Circumstances. The City may request modification of these insurance requirements,
including any limits of coverage, based on the nature of the tisk, prior experience, insurer, coverage
or other circumstances unique to the Consultant, the Project or the insurer. Any modification will be
mutually agreed upon.
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10.
1.
E-verify, Records and Audits. ‘Io the extent applicable under A.R.S. § 41-4401, the Consultant warrant
thei compliance and that of its subconsultants with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requitements under A.R.S. § 23-214(A). The Consultant or
subeonsultant’s breach of this warranty shatl be dewmed a material breach of the Apreement and may result
in the termination of the Agrecment by the City under the terms of this Agreement. ‘the City retains the legal
right to randomly inspect the papers and tecotds of the other patty to ensure that the other patty is complying
with the above-mentioned warranty. The Consultant and subconsultant warrant to keep their respective
papers and tccords open for random inspection during norma! business hours by the other party. The parties
shall cooperate with the City’s random inspections, including granting the inspecting party entry rights onto
their respective properties to perform the random inspections and waiving their respective rights to keep such
papets and records confidential.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.
Notices,
12.1 A notice, request or othet communication that is required-or permitted under this Agreement (each
a "Notice" will be effective only if
The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).
c. Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:
(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; or
(2) As of the next business day after receipt, if reccived after 5:00 p.m.
a The burden of proof of the place and time of delivery is upon the Party giving the Notice.
« Digitalized signatures and copies of signatures will have the satne effect as original signatures.
12.2 Representatives.
a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with tespect to the Project, and his or her address for Notice
delivery is:
ComPsych Employee Assistance Programs, Inc.
c/o Erika Ryan
455 N Civlront Plaza Dr., 13" Muor
Chicago, IL 60611
AND
ComPsych Employee Assistance Programs, Inc.
c/o Legal Department
455 N Cityfront Plaza Dr., 13 Floor
Chicago, IL 60611
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14.
b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or het address for Notice delivery is:
City of Glendale
¢7o Vicki Moss, LR Benefit Adaunistrator
5850 W Glendale Ave B56
Glendale, Arizona 85301
ith require to:
City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
G Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City Manager and
City Attorney.
(2) A notice will not be deemed to have been received by City's representative until the
time that it has also been received by the City Manager and the City Attorney.
(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designec(s) and their
respective addresses for notices.
d. Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.
Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-profit
corporation or other entity whose primary purpose is to own ot manage the Project.
Entire Agreement; Survival; Counterparts; Signatures.
14.1
Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties regarding
the Project or this Agreement.
a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
c. The solicitation, if any, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as if attached hereto, Any Contractor response modifies
the original solicitation as stuted. Inconsistencies between the solicitation, atry addendums
and the response or any excerpts and this Agreement will be resolved by the terms and
conditions stated in this Agreement.
CEL} On,
a. The parties fairly negotiated the Agrecment's provisions to the extent they believed necessary
and with the legal representation they deemed appropriate.
b, The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.
¢. ‘The Agreement will be interpreted in accordance with the laws of the State of Arizona.
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15.
16.
17.
18.
14.3. Survival. Except as specifically provided otherwise in this Agreement, each warranty, tepresentation,
indemnification and hold haemless provision, insurance requitement, and every other right, remedy |
and responsibility of a Party, will survive completion of the Project, ot the earlier termination of this |
Agreement.
14.4 Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.
14.5 Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other tights or remedies under this Agreement
or applicable law.
14.6 Severability, If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
reformed to conform with applicable law.
14.7 Counterparts. This Agreement may be exccuted in counterparts, and all counterparts will together |
comptise one instrument.
Term.
15.1 Renewals, The term of this Agreement commences upon the effective date and continues for a one
(1) year initial period. The City may, at its option and with the approval of the Consultant, extend the
term of this Agreement an additional four (4), renewable on an annual basis. Consultant will be
notified in welting by the City of its intent to extend the Agreement petiod at least thirty (30) calendar
days prior to the expiration of the original or any renewal Agreement period. Price adjustments will
only be reviewed during the Agreement renewal period and will be a determining factor for any
renewal. Thete are no automatic renewals of this Agreement.
15.2 Extension for Procurement Process. Upon the expiration of the Term of this Agrcement, including
the initial term and any renewals, at the City’s sole discretion, this Agreernent may be extended on a
month-to-month basis for a maximum of six (6) months to allow for the City to complete its
procurement process to select a vendot to provide the services/matetials similar to those provided
under this Agreement. The City will notify the Contractor in writing of its intent to extend the
Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension
provided under this subsection will continue under the same tetms and conditions as in effect
immediately prior to the expiration of the then-cutrent term.
Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
Cooperative Use of Contract. ‘Uhis agreement may be extended for use by other governmental agencies
And political subdivisions of the State. Any such usage by other entities must be in accord with the
ordinances, chatter, rules and regulations of the respective entity and the apptoval of the Contractor and
City. Por a list of SAVE members, click on the following link:
v / business /purchasi ave
Exhibits. ‘The rallowing exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference,
Lixhibit A Scope of Work
Exhibit B Compensation
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The parties enter into this Agreement effective as of the date shown above.
City of Glendale,
ao Acizeona niunicipal corporation
By: Kevin Phelps
Its: City Manager
ATTEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
ComPsych Employee Assistance Programs, Inc.,
an Iinois Corporation
Its: General Counsel
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See attached Exhibit A.
EXHIBIT A
Professional Services Agreement
SCOPE OF WORK.
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EXHIBIT B
Professional Services Agreement
COMPENSATION
See attached Exhibit B.
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See attached Exhibit B.
EXHIBIT B
Professional Services Agreement
COMPENSATION
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[e}
[e)
EXHIBIT A
PROFESSIONAL SERVCIES AGREEMENT
SCOPE OF WORK
Account Management: Client will be assigned an account manager who will serve as the contact person and
provide Client with reports and feedback on the program.
Training: Provide Client with up to four (4) hours of a combination of the following types of customary
training/promotional services per contract year; !) employee/supervisor orientation sessions (in-person or via
Webinar), and 2) personal development workshops. A ComPsych representative will also attend up to two (2) health
fairs per year. Each training session will be a minimum of thirty (30) minutes in length and same-day training sessions
must run consecutively, unless otherwise mutually agreed upon. Al] training sessions must be attended by a minimum
of eight (8) participants. In the event a training session is attended by less than eight participants, the session shall
count as two sessions (for example for a |-hour training session, the session shall count as a 2-hour session if there are
less than 8 participants). Training must be scheduled thirty days in advance.
Program Promotion: ComPsych will provide customary promotional materials announcing and explaining the
program to Client employees. Also included in the cost of the Program is a one-time home mailer that will be sent to
employees upon launch of the Program.
Assessment, Counseling and Referral: Assess the presenting problem of each participant requesting services and
provide a maximum of cight (8) sessions per presenting problem if such problem is determined by ComPsych to be
resolvable within the above number of sessions. If the participant's presenting problem is determined not to be
resolvable in the above number of sessions, the participant wil] be referred for alternative services after assessment.
Critical Incident Stress Debriefing: ComPsych will provide critical incident stress debriefing services as and when
determined necessary by Client.
Supervisor Consultation: ComPsych professionals are available to provide technical support and policy-based
information to supervisors and managers of Client.
Management Report: ComPsych will prepare and provide to Client customary statistical management reports,
without disclosure of the identity of any Participant utilizing the program services.
Service Access: Toll free telephone line access to guidance coordinators.
DocuSign Envelope ID: CB16B30B-B4CB-431D-97A0-65DDE73AE1AF
© LegalConnect: Provide Client employees and their family members with telephonic legal information and local
referral upon request. If a local referral is requested, the employee or their family member shall be entitled to a free
thirty-minute consultation and thereafter a 25% reduction in the attorney’s customary rates. However, ComPsych
does not guarantee the availability of discounted fees in certain rural areas. The decision as to whether or not to
utilize a resource identified by ComPsych shall rest solely with the Participant who has the sole and independent
obligation to decide whether or not to retain such resource. ComPsych does not assume any liability with regard to
the services performed by any resource.
© FinancialConnect; Provide Client employees and their family members with telephonic financial information
regarding their personal finances and related issues.
© FamilySource: Provide Client employees and their family members with child and/or elder care resources in the
Participant’s community. In addition, provide information on automobile purchases, relocation, pet services,
apartment shopping, and mortgages. ComPsych does not control and is not responsible for the quality of services
rendered by resources nor does ComPsych review or monitor their activities, A referral by ComPsych to a resource is
not a recommendation, approval or representation by ComPsych regarding the standards, quality, competence or
adequacy of such resource or its agents and employees or its facilities. The decision as to whether or not to utilize a
resource identified by ComPsych shall rest solely with the Participant who has the sole and independent obligation to
decide whether or not to contract with or otherwise retain or employ such resource. ComPsych does not assume any
liability with regard to the services performed by any resource. FamilySource services are defined as individual
employee/family member requests that are completed by providing information and, if applicable, local referrals
based on a Participant’s specific criteria. Any requests by Client for information to be used as a company “directory”
or “guide,” such as multi-state, multi-county, or multi-zip code searches, are outside the scope of FamilySource
services and development of such directories or guides will be billed at a rate of $125/hour.
O GuidanceResources Online: Online (via www.guidanceresources.com) information, resources, tools and other
features on topics such as health & wellness, Jaw & regulations, family & relationships, work & education, money &
investments, consumer & leisure and home & auto.
© DOT Services: ComPsych shall coordinate referrals to and compensate Substance Abuse Professionals. Substance
Abuse Professionals shall provide required services and communicate directly with Client’s designated employer
representative. It is agreed and acknowledged that ComPsych shall have no responsibility or liability whatsoever to
Client, its employees or any other person, firm, corporation, or entity for any employment related decisions made by
Client.
O Management Referrals: When City needs to refer an employee to the EAP, ComPsych’s management referral
specialists assist City’s managers/supervisors or human resources professionals throughout the process. Referrals can
be either informal or formal. An informal referral occurs when an employee comes to his or her manager with an issue,
or when a manager identifies an issue during initial performance and disciplinary discussions. The manager reminds the
employee that he or she can voluntarily access the EAP for assistance. A formal referral occurs when a
manager/supervisor directs the employee to utilize EAP services after informing the employee that performance or
behavior issues are impacting productivity or when a policy such as drug-free workplace has been violated. When a
formal referral is made, ComPsych will discuss the referral process, provide a consent form for release of information,
and agree to a timetable for informing human resources of the employee's attendance at sessions, progress and
compliance with the treatment plan. For Management Referrals that are initiated due to substance abuse concerns, the
employee will be referred to a Substance Abuse Professional. It is agreed and acknowledged that ComPsych shall have
DocuSign Envelope ID: CB16B30B-B4CB-431 D-97A0-65DDE73AE1AF
no responsibility or liability whatsoever to City, its employees or any other person, firm, corporation or entity for any
employment related decisions made by City.
QO HB 2502 Process and Reporting:
a. Client’s employee Peace (Police) Officers or Firefighters contact ComPsych to initiate counseling or
telemedicine behavioral health services related to witnessing or being directly involved in a traumatic
event while in the course of duty (as defined under AZ HB 2502, including death or maiming of self,
police officers, firefighters or other human beings; responding to or directly involved in criminal
investigations of dangerous crimes against children; rescue from life endangering activities; use of or
being subject to deadly force; witnessing or directly involved in investigation of a child drowning or near-
drowning).
b. ComPsych opens a case and assigns a case manager to:
i. Triage and coordinate requested services from the eligible employee Police or Firefighter
ii, Make a referral directly to the eligible employee Police or Firefighter for a licensed mental health
professional (Psychologist or Psychiatrist) in the employee’s geographic area, for up to twelve
(12) counseling visits, and up to an additional twenty-four (24) counseling visits (within twelve
(12) months of the initial visit), if recommended by the treating licensed, mental health
professional]
iii. Notify referred provider to report to ComPsych if a fitness for duty concern arises
iv, Obtain Authorization forms from employee Police or Firefighter, that authorizes ComPsych to
notify Client representatives about fitness for duty if the licensed mental health professional
deems the employee not fit for duty
v. Refer employees to Client for billing and payment processes if employee chooses to receive
services from a non-ComPsych (out-of-network) licensed mental health professional
¢. ComPsych will provide Client with periodic monthly reports about cumulative, year-to-date de-identified
information regarding the usage of the services for each of Police Officer and Firefighter categories of
persons, to include:
i, Number of participants in each category of persons
ii. Average number of visits per participant
iii. Average number of months cach individual participates
iv. The percentage of individuals that received additional sessions beyond 12, and
v. Number of individuals deemed not fit for duty
DocuSign Envelope ID: CB16B30B-B4CB-431 D-97A0-65DDE73AE1AF
GuidanceResources Program Services
Work
Local in-person EAP assessment, referral counseling and brief treatment (up to eight (8) sessions, per issue per
employee/family member per year)
o For First Responders (Fire, Police, Dispatch, Public Safety) we will offer an availability search prior to
providing a referral. For counseling that qualifies as “Traumatic Event Counseling,” (witnessing death;
drowning of a child; rescue in the line of duty; using deadly force; being subjected to deadly force;
criminal investigation involving children), we will authorize up to thirty-six (36) counseling sessions to be
used within 12 months.
Community resource referrals to supplement EAP counseling
Network management
Individual follow-up and satisfaction surveys
Critical incident response services: expert management consultation and prompt on-site services to lessen the
impact of traumatic events (telephonic consultation is unlimited; Thirty (30) on-site CISM hours are included per
year (up to five hours for natural disaster); additional CISM services are available for $265/hour
Management consultation and referrals
Drug-free workplace and DOT policy consultation, substance use assessments and case oversight
° All cases related to alcohol/substance use must be referred to a SAP at $840 per case
DOT case oversight at $840 per case
Family care services (FamilySource): Customized research, tailored educational materials, and prescreened
referrals for child care, adoption, elder care, education, pet care and personal convenience services
Legal services (LegalConnect): Unlimited phone information on legal issues by ComPsych staff attorneys; free
30-minute assessment and 25 percent discount off fees when in-person representation is necessary
Financial services (FinancialConnect): Unlimited phone information on financial issues by ComPsych staff CPAs
and CFPs
Program Administration Services Toll-free access 24 hours a _ Seven days a week, ta counsallisg
’ oe | i
GuidanceResources Online: Glendale-specific, online interactive services
Unlimited program utilization
Program literature—promotional brochures, wallet cards and semiannual posters and fliers
Program evaluation, reporting and account management
Program orientation, training and personal development workshops. ComPsych included a bank of four (4) on-site
hours per contract year in our quoted fees Additional training is available for $190/hour
ComPsych attendance and representation at two (2) health fairs per year
DocuSign Envelope ID: CB16B308-B4CB-431D-97A0-65DDE73AE1AF
EXHIBIT B - COMPENSATION FEE SCHEDULE
METHOD AND AMOUNT OF COMPENSATION
1, EMPLOYEE ASSISTANCE PROGRAM (EAP) ADMINISTRATIVE FEES
a. Contractor will invoice the City monthly for Administrative Services. Fee will be based on
actual headcount, Illustration below assumes 1764 employees.
PEPM rates are guaranteed for five years
| "Administration | _
| Fee _cy2023 | cy2024 | cy 2025 cy 2026 | cy 2027
Total PEPM $1.56 $156 | ‘$1.56 $1.56 $156 |
| Monthly Premium $2,795.52 | $2,795.52 | $2,795.52__| $2,795.52 | Busse
| AnnualPremium | $33,546.24 $33,546.24 | $33,546.24 | $33,546.24 | $33,546.24
2. ARIZONA DEPARTMENT OF TRANSPORTATION AND/OR SUBSTANCE USE CASE
MANAGEMENT
a. Contractor wil] invoice the City $840 per case administered
Fees assume no more than 10 incidents per contract year
Administration — | ] ]
| Fee - cy2023 | cy. 2024 cy2025 | cy2026 | cy 2027
____Per Case |_ $840 | __ $840 $840 $340 __ $840
Annual Premium $8,400.00 | $8,400.00 | $8,400.00 | $8,400.00 | $8,400.00
3. SELF-FUNDED CRAIG TIGER ACT-TRAUMATIC EVENT COUNSELING SERVICES
Arizona Revised Statute sec. 23-908
a. For out-of-network services, City of Glendale is responsible for the actual cost of the
counseling services provided to the sworn public safety employee plus an administrative fee of
$425.00 per case. For in-network services, Contractor will invoice the City $175.00 per
session.
b. ComPsych will bill the City monthly for the actual cost of the counseling
Average Monthly ] | ] ]
__ Claim Cost CY 2023 cy 2024 cy 2025 CY 2026 CY 2027
_ Monthly Average 12,000 12,000 12,000 12,000 12,000
Annual Premium | $144,000.00 | $144,000.00 | $144,000.00 | $144,000.00 | $144,000.00
NOT TO EXCEED AMOUNT
© Total cost of Administration Fees (EAP. ADOT & MISC) will not exceed Forty-Two
Thousand dollars ($42,000) annually or Two Hundred and Eight Thousand dollars ($208,000)
for the entire term of the contract.
¢ Total cost for funding Traumatic Events shall not exceed One Hundred Forty-Four
Thousand dollars ($144,000) annually or Seven Hundred Twenty Thousand ($720,000) dollars
for the entire term of the contract
DocuSign Envelope iD; CB16B30B-B4CB-431D-97A0-65DDE73AE1AF
¢ Total cost for all services shall not exceed shall not exceed One Hundred Eight-Seven
Thousand Four Hundred ($187,400) dollars annually or Nine Hundred Thirty-Two Thousand
($932,000) dollars for the term of the contract.
e Fees are based on headcount and actual utilization of services. If the budget set forth herein
is not sufficient to cover headcount or actual utilization, the City will increase such budget or
Contractor may suspend services.
DETAILED FEE SCHEDULE
i 8-session EAP, LegalConnect, FinancialConnect, |
1.56 per employee per month
; FamilySource and GuidanceResources Online \ $ PI ployee Pp
First Responders Availability Searches and In Network: $175.00 per session
Traumatic Event Counseling (up to 36 sessions in Out-Of-Network: Case rate of $425.00 per case
; 12 months) | plus provider session fees (session fees billed
H on a pass-through basis).
On-site Counseling Services Included
| Substance Use/Alcohol/SAP Cases | $840 per case
DOT services $840 per case
On-site CISM services Bank of 30 hours per year
« Orientations, Training and Personal Development
Workshops Bank of four (4) hours per year
i
: Health Fair Attendance/Representation Two (2) events per year
For CISM and training purposes, ComPsych uses local GuidanceExperts and trainers/facilitators
whenever possible, so travel is rarely required. When travel is required, it will be billed upon terms which
both parties mutually agree
Glendale
Procurement Sole Source and Special Procurement Request
(ONCE FORM IS COMPLETED AND SIGNED BY DIREC ‘TOR, PLEASE SEND TO YOUR PROCUREMENT LIASON)
REQUESTOR INFORMATION:
Requestor: Vicki Moss Date: 11/17/2022 Department: Human Resources
Phone Number: 623-930-2297 Email Address: Vmoss@glendaleaz.com
Return To: Vicki Moss
PROPOSED VENDOR INFORMATION:
Proposed Vendor Contact: Jonah Landon,
Proposed Vendor: ComPsych ilandon@compeych.com
Proposed Vendor Address; 455 N Cityfront Plaza Dr.
City, State and Zip Code: Chicago, IL 60611
Vendor Phone: 312-595-4085 Vendor Fax:
Sole Source
Procurement method requested: Special Procurement
PURCHASE INFORMATION:
Total Cost of this Order: $208,000 for EAP/DOT One time purchase: Yes [_] No J
services and $720,000 for Traumatic Event services for Federal Money: Yes [_] No X]
Sworn PD/Fire for the life of the contract Tf yes, explain funding source:
Org #: 70305019 / Object #: 521110/ For EAP & DOT services. Traumatic Event Services to be charged backed
to the individual department,
Description of the product or service requested: Services include counseling services for a broad range of
personal concerns; individual traumatic event counseling for all Public Safety sworn personnel (Craig Tiger
Act); ansite critical incident stress debriefings; supervisor referrals; and substance abuse professional services,
In accordance with Finance Administrative Policy No. 1, I have conducted a good faith review of available
sources and determine that there is only one known and/or one practical source for the required items in
accordance with the Guidelines for Justification attached. a _
, REQUESTOR CERTIFICS TION: So So WE ee a
eat AL —
Requestor, Vicki Moss Division Human Resources Date 11/17/2022 __
DEF ARTA Yr DIRECTOR At APPROVAL: | _ . F
‘
¢
! | Ditector 008 Brown Division Human Resources © Date 11/22/2022,
“MATEBIAL! Ls MANAGER APPROVAL:
‘in ‘accordance with Finance. Administrative Policy Po olicy N ‘No. I, [have conducted a good faith review of this |
request and agree that there is only one known and/or one practical source for the required items in |
| accordance with the Guidelines for Justification attached. }
H j
| :
| Levi D. Gibson, CPA, MACS ne ee ee i
» Materials Manager - oy er Date j{/-7fe &
pe
Procurement requires reevaluation and resubmission of a Sole Source Request for this procurement:
Single Use Only: Cs Annually: O |
_ End of first tenn of Contract: {_] — End of Contract, including any extensions: []
Rev. 9/28/2022