CM-07-04-054,z:
CITY OF ROUND ROCK
PROFESSIONAL SERVICES AGREEMENT
WITH ALLIANCE WORK PARTNERS
This Agreement is for professional services for Employee Assistance Program (EAP)
services to include, without limitation, the following: administering the program; developing
training materials and training City personnel; and establishing a local area network of
professionals for confidential guidance and counseling, legal and financial assistance, wellness
programs, and treatments for substance abuse for City employees.
This Agreement is made by and between the City of Round Rock, Texas (hereinafter
referred to as "City"), a Texas home rule municipal corporation, whose offices are located at 221
East Main Street, Round Rock, Texas 78664, and Alliance Work Partners (hereinafter referred to
as "Alliance"), whose offices are located at 2525 Wallingwood Drive, Building 5, Austin, Texas
78746.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for professional services for such services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 SCOPE OF SERVICES TO BE PERFORMED BY ALLIANCE
Subject to the terms and conditions described herein, Alliance will do the following:
review existing EAP and provide consultation and technical assistance for the development of
employee assistance program policies and procedures; determine and develop sessions of EAP
training for supervisory staff of City, which training shall focus on orientation to the program
and procedures for intervention and referral of troubled employees; provide all training
materials; and provide assessment and referral services to employees and their immediate family
members, former City employees for up to six (6) months post -employment, and City retirees,
hereinafter collectively referred to as "Covered Clients." After assessment is made of the
Covered Client within one (1) to six (6) sessions, and if further care is indicated, Alliance will
refer the client to the treatment resource Alliance considers appropriate, including but not limited
to financial and legal advisors, physicians, psychologists, public and private agencies, and in-
patient and out-patient treatment facilities for chemical dependency within the financial means of
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the client. Alliance will provide appropriate follow-up and statistical reporting on a regular basis
to City management; subject, however, to the restrictions under applicable laws and regulations
relating to client confidentiality and privacy. Please see Exhibit 1, entitled "Alliance Work
Partners Employee Assistance Program Proposal for City of Round Rock, RFP No. 07-001" and
dated October 17, 2006, for additional services which are included in this Agreement.
Alliance warrants that it will perform the services outlined herein, and as are described in
greater detail in the referenced Exhibit 1 and in the appended Specification No. 07-952-59, in a
professional and workmanlike manner and in compliance with applicable City ordinances and
State and Federal laws.
2.01 FEES
Payment shall be made by City to Alliance in the form of a fee for all services in the
amount of $1.67 per employee per month covered under the contract. The "Financial
Assumptions" contained under the category of "Pricing" in Exhibit 1 pertain to such payment for
services. Invoicing shall be on a monthly basis and in conformity with all City requirements and
with the provisions of Specification No. 07-952-59.
The rate charged by Alliance will remain fixed at $1.67 per covered employee for the
first twenty-four (24) months of the Agreement. Thereafter any fee increase shall be capped at
no more than five percent (5%) per annum, and such fee increase shall be requested by Alliance
in writing. The parties expressly understand and agree that City has sole discretion as to fee
increase agreement.
3.01 TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
This Agreement shall be for an initial term of sixty (60) months. This Agreement may be
renewed for a maximum of two (2) additional twelve-month periods only with the consent in
writing of both parties.
City reserves the right to review the project at any time, including at the end of any
deliverable or phase, and may elect to terminate the project with or without cause or may elect to
continue with the next deliverable or phase.
4.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Alliance a written notice of termination at the end of its then current fiscal year.
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5.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Alliance will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Alliance may charge a late fee of one percent (1 %) for payments not made in accordance
with this prompt payment policy; however, this policy does not apply to payments made by City
in the event:
1. There is a bona fide dispute between City and Alliance concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
2. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
3. There is a bona fide dispute between the parties and subcontractors or between a
subcontractor and its suppliers concerning supplies, materials, or equipment
delivered or the services performed which causes the payment to be late; or
4. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
6.01 TERMINATION
This Agreement may be terminated for any of the following conditions:
1. By City for reasons of its own, with or without cause, and not subject to the
mutual consent of any other party, such written termination notice to be given to
the other party not less than thirty (30) days prior to termination.
2. By mutual agreement and consent of the parties, such agreement to be in writing.
3. By either party for failure by the other party to perform the services set forth
herein in a satisfactory manner, such termination notice to be given in writing to
the other party.
4. By either party for failure by the other party to fulfill its obligations herein.
5. By satisfactory completion of all services and obligations described herein.
Should City terminate this Agreement as herein provided, no fees other than fees due and
payable at the time of termination shall thereafter by paid to Alliance. City shall pay Alliance for
all uncontested services performed to date of notice of termination.
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If either party defaults in performance of this Agreement or if City terminates this
Agreement for default on the part of the other party, then City shall give consideration to the
actual costs incurred by Alliance in performing the work to the date of default. The cost of the
work that is useable to City, the cost to City of employing another firm to complete the useable
work, and other factors will affect the value to City of the work performed at the time of default.
The termination of this Agreement and payment of an amount in settlement as set forth
above shall extinguish all rights, duties, and obligations of City and the terminated party to fulfill
contractual obligations. Termination under this section shall not relieve the terminated party of
any obligations or liabilities which occurred prior to cancellation.
7.01 INDEPENDENT CONTRACTOR STATUS
Alliance is an independent contractor, and is not City's employee. Alliance's employees
or subcontractors are not City's employees. This Agreement does not create a partnership,
employer-employee, or joint venture relationship. No party has authority to enter into contracts
as agent for the other party. Alliance and City agree to the following rights consistent with an
independent contractor relationship:
1. Alliance has the right to perform services for others during the term hereof.
2. Alliance has the sole right to control and direct the means, manner and method by
which services required by this Agreement will be performed.
3. Alliance has the right to hire assistants as subcontractors, or to use employees to
provide the services required by this Agreement.
4. Alliance or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Alliance.
5. Neither Alliance nor its employees or subcontractors shall receive training from
City in skills necessary to perform services required by this Agreement.
6. City shall not require Alliance or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
7. Neither Alliance nor its employees or subcontractors are eligible to participate in
any employee pension, health, vacation pay, sick pay, or other fringe benefit plan
of City.
8.01 CONFIDENTIALITY
Any and all programs, data, or other materials furnished by City for use by Alliance in
connection with services to be performed under this Agreement, and any and all data and
information gathered by Alliance, shall be held in confidence by Alliance as set forth hereunder.
All parties agree to hold all confidential information in the strictest confidence and not make any
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use thereof other than for the performance of this Agreement. Notwithstanding the foregoing,
the parties recognize and understand that City is subject to the Texas Public Information Act and
its duties run in accord therewith.
9.01 INDEMNIFICATION
Alliance agrees to hold harmless, exempt, and indemnify City, its officers, agents,
directors, servants, representatives and employees, from and against any and all suits, actions,
legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and
claims of any character, type, or description, including but not limited to any and all expenses of
litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a
result hereof.
City agrees to hold harmless, exempt, and indemnify Alliance, its officers, agents,
directors, servants, representatives and employees, from and against any and all suits, actions,
legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and
claims of any character, type, or description, including but not limited to any and all expenses of
litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a
result hereof.
In no event shall either party be liable to the other for special or consequential damages,
statutory or otherwise.
10.01 ASSIGNMENT AND DELEGATION
No party may assign any rights or delegate any duties under this Agreement without the
other party's prior written approval.
11.01 LOCAL, STATE AND FEDERAL TAXES
Alliance shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
1. Withhold FICA from Alliance's payments or make FICA payments on its behalf;
2. Make state and/or federal unemployment compensation contributions on
Alliance's behalf; or
3. Withhold state or federal income tax from any of Alliance's payments.
If requested, City shall provide Alliance with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
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12.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to recipient's address as stated in this Agreement; or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Alliance:
Alliance Work Partners
c/o Terrence Cowan, CEO
2525 Wallingwood Drive, Building 5
Austin, TX 78746
Notice to City:
City of Round Rock
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
City Attorney's Office
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Alliance.
13.01 APPLICABLE LAW
The laws of the State of Texas shall govern this Agreement. Exclusive jurisdiction and
venue shall lie in Williamson County, Texas.
14.01 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including the exhibits attached hereto,
constitute the entire agreement between the parties and supersede all previous communications,
representations, and agreements, either written or oral, with respect to the subject matter hereof.
No modifications of this Agreement will be binding on any of the parties unless acknowledged in
writing by the duly authorized governing body or representative for each party.
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15.01 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
City shall select one mediator and Alliance shall select one mediator and those two mediators
shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with
the mediation shall be shared equally by the parties.
City and Alliance hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
16.01 ATTORNEYS FEES
In the event that any lawsuit is brought by one party against any of the other parties in
connection with this Agreement, the prevailing party shall be entitled to seek to recover its
reasonable costs and reasonable attorneys' fees.
17.01 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay
or default in performance of any obligation hereunder shall constitute an event of default or a
breach of this Agreement, only to the extent that such failure to perform, delay or default arises
out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy. civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Alliance shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for Alliance to perform
its obligations hereunder.
18.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity of enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
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19.01 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
The failure of a party to exercise any right hereunder shall not operate as a waiver of said
party's right to exercise such right or any other right in the future.
City agrees to provide Alliance with one (1) fully executed original Agreement.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered as one original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
CITY OF ROUND ROCK, TEXAS
B
Christine R. Martinez, City Secretary
kiU5E,e. manaGer
FOR i TY, APPR 1 VED AS TO FORM:
Stepha \ . Sheets, City Attorney
ALLIANCE WORK PARTNERS
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RFP 07-001
Specification No.
07-952-59
Dated: October 2006
CITY OF ROUND ROCK
Request for Proposal
EMPLOYEE ASSISTANCE PLAN
PART I
GENERAL INFORMATION
1. PURPOSE: The City seeks to establish a long term agreement with a qualified proposer for Employee Assistance
Program (EAP) services to include, but not limited to, administering the program, developing training materials
and train City personnel, establish a local area network of professionals for confidential guidance and counseling,
legal and financial assistance, wellness programs, and treatment for substance abuse to City employees.
2. HISTORY: The City currently offers an EAP which expires in December 2006. The City pays 100% of the plan
and has approximately 760 employees.
3. INTENT: The City appreciates the Proposer's expertise and capabilities and does not intend to write a detailed
specification to address every feature and component of the EAP. However, the intent of this Request for
Proposal (RFP) is to allow proposers to provide the City with the best solution given the requirements set forth by
the City.
4. DEFINITIONS: The following definitions will be used for identified terms throughout the solicitation document:
4.1. Agreement — A mutually binding legal document obligating the Vendor to furnish the goods, equipment or
services, and obligating the City to pay for it.
4.2. City — Identifies the City of Round Rock, Travis and Williamson County, Texas.
4.3. Employee shall define collectively City employees, their immediate family members, former City employee
(up to six months) and retirees.
4.4. Proposer is used interchangeably with vendor or contractor throughout this Request for Proposal (RFP).
The term vendor and proposer are intended to mean the entity that actually provides the benefit service
and shall include agents or brokers.
4.5. Services - work performed to meet a demand. The furnishing of labor, time, or effort by the vendor and
their ability to comply with promised delivery dates, specification and technical assistance specified
4.6. Subcontractor - Any person or business enterprise providing goods, labor, and/or services to a Vendor if
such goods, equipment, labor, and/or services are procured or used in fulfillment of the Vendor's
obligations arising from a contract with the City.
4.7. Vendor — (Sometimes referred to as Proposer or Contractor) A person or business enterprise providing
goods, equipment, labor and/or services to the City as fulfillment of obligations arising from an agreement
or purchase order.
5. CITY CONTACT: The contact for this procurement effort will be as listed below. Questions or clarifications related
to this Request For Proposal (RFP) may be directed to:
City of Round Rock
Carolyn Brooks, CPPB
Purchasing Department
221 E. Main Street
Round Rock, TX 78664
Phone : 512-218-5457
Fax : 512-218-7028
E-mail cmb@round-rock.tx.us
Page 1 of 8
RFP 07-001
Specification No.
07-952-59
Dated: October 2006
6. PROJECT SCHEDULE: It is the City's intention to comply with the following project schedule:
6.1. Request for Proposals released
6.2. Send response to all questions/addendums
6.3. Responses for RFP due
6.4. Execute Contract with Awarded Vendor
October 3, 2006
October 11, 2006
October 17, 2006
January, 1, 2007
NOTE: These dates represent a tentative schedule of events. The City reserves the right to modify these dates at
any time, with appropriate notice to prospective proposers.
7. PROPOSAL DUE DATE: Sealed proposals are due in the office of the Purchasing Department, City of Round
Rock, Texas, 221 E. Main Street, Round Rock, Texas 78664 by 3:00 P.M. October 17, 2006.
7.1. Proposals received after this time and date will not be considered.
7.2. Facsimile or electronically transmitted proposals are not acceptable.
7.3. Each proposal and each proposal variation shall be submitted in one (1) original and five (5)
copies.
8. PROPOSAL SUBMITTAL REQUIREMENTS: In order to facilitate the response evaluation process, the response
shall include the following:
8.1. Signed the attached confirmation of proposal with company name and address, authorized
representative's name and original signature with telephone number, e-mail and fax number.
8.2. Responder's experience in providing EAP as defined in the Scope of Work.
8.3. Detailed outline of the approach responder would use to transition from the existing EAP service provider.
8.4. Identification of the individual(s) who will be working with City staff including their experience and
qualifications.
8.5. The names, qualifications, and experience of any subcontractor(s) that may perform any of the work. The
City reserves the right to approve or reject any proposed subcontractors. Approval of any
subcontractor(s) shall not relieve the successful Responder of any liability in the event of default or failure
to comply with the requirements of this specification or any contract resulting from this RFP.
8.6. References and specific contact information including name and phone number.
9. EVALUATION CRITERIA: Please note this is a Request for Proposal (RFP), not an Invitation for Bid (IFB). As
such, the City reserves to right to review all submitted proposals that meet the submission requirements and
negotiate with the submitting proposers on any and all aspects and/or terms of their proposal — including price —
before making any awards.
9.1. Based on the results of the review and potential negotiations with any vendors, the City reserves the right
to make any award which provide goods or service at the best value for the City considering, but not
limited to:
9.1.1. Pricing.
9.1.2. Reputation of the proposer and of the proposer's goods and services.
9.1.3. Extent to which the goods or services meet the City's needs.
9.1.4. Proposer's past relationship with the City.
9.1.5. Long-term cost the City to acquire the proposer's goods or services.
9.1.6. Any other criteria specifically listed in the RFP.
9.1.7. Provide all of the services offered by the current EAP.
9.1.8. Provide quality networks and quality providers for the City's employees.
9.1.9. Provide a single point-of-contact/account manager.
9.1.10. Provide timely, efficient, and cost-effective services to the City and efficient customer service
to its employees.
9.1.11. Provide access to reports, as well as deliver timely written reports on claims and utilization.
9.1.12. Meet new/proposed legal regulations.
9.1.13. Adequacy of provider network.
Page 2 of 8
RFP 07-001
Specification No.
07-952-59
Dated: October 2006
10. CONFIDENTIALITY OF PROPOSAL CONTENT: All proposals submitted in response to this RFP shall be held
confidential until an agreement is awarded. Following the agreement award, proposals are subject to release as
public information unless the proposal or specific parts of the proposal can be shown to be exempt from the Texas
Public Information Act. Proposers are advised to consult with their legal counsel regarding disclosure issues and
take the appropriate precautions to safeguard trade secrets or any other proprietary information. The City
assumes no obligation or responsibility for asserting legal arguments on behalf of potential Proposers.
10.1. If a Proposer believes that a proposal or parts of a proposal are confidential, then the Proposer shall so
specify. The Proposer shall stamp in bold red letters the term "CONFIDENTIAL" on that part of the
proposal, which the Proposer believes to be confidential. Vague and general claims as to confidentiality
shall not be accepted. All proposals and parts of proposals that are not marked as confidential will be
automatically considered public information after the agreement is awarded.
11. CLARIFICATION OF PROPOSALS: The City reserves the right to request clarification or additional information
specific to any proposal after all proposals have been received.
PART II
GENERAL TERMS AND CONDITIONS
1. AGREEMENT: The term of the Agreement resulting from the solicitation may be for five consecutive twelve-
month periods of time from the effective date and shall remain in full force and effect unless and until it expires by
operation of the term stated or until terminated or extended as provided herein. The City Manager reserves the
right to:
1.1. Renew the Agreement for two additional periods of time not to exceed twelve months for each renewal
provided both parties agree.
1.2. Review the following at the end of each twelve-month review period or renewal:
1.2.1. Vendor performance
1.2.2. Price
1.2.3. Continuing need
1.2.4. Advancements in technologies and or service
1.2.5. The City may terminate the Agreement with or without cause or may continue through the
next twelve-month review or renewal period.
2. PRICE: The contract price shall be firm for the duration of the agreement or extension periods except as provided
for in paragraph below. No separate line item charges shall be permitted for either bidding or invoice purposes,
which shall include equipment rental, demurrage, cost associated with obtaining permits or any other extraneous
charges.
3. PRICE ADJUSTMENT: The City may permit "unit price" adjustments upward, only as a result of a cost increase in
goods or services in accordance with the Producers Price Index located at http://stats.bls.gov/ppi/home.htm. Any
price increase shall be requested by the Vendor in writing and accompanied with the appropriate documentation
to justify the increase. The vendor may offer price decreases in excess of the allowable percentage change.
4. INDEMNIFICATION: The successful Proposer shall indemnify, save harmless and exempt the City, its officers,
agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands,
damages, costs, expenses, attorney fees and any and all other costs or fees incident to any work done as a result
of this quote and arising out of a willful or negligent act or omission of the successful Proposer, its officers, agents,
servants, and employees; provided, however, that the successful Proposer shall not be liable for any suits,
actions, legal proceedings, claims, demands, damages, costs, expenses and attorney fees arising out of a willful
or negligent act or omission of the City, it's officers, agents, servants and employees, or third parties.
5. INSURANCE: The Vendor shall procure and maintain at its sole cost and expense for the duration of the contract
or purchase order resulting from a response to this bid/Specification insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the work as a
result of this bid by the successful bidder, its agents, representatives, volunteers, employees or subcontractors.
Page 3 of 8
RFP 07-001
Specification No.
07-952-59
Dated: October 2006
5.1. Certificates of Insurance and endorsements shall be furnished to the City and approved by the City before
work commences.
5.2. The following standard insurance policies shall be required:
5.2.1. General Liability Policy
5.2.2. Automobile Liability Policy
5.2.3. Worker's Compensation Policy
5.3. The following general requirements are applicable to all policies:
5.3.1. Only insurance companies licensed and admitted to do business in the State of Texas shall
be accepted.
5.3.2. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per
occurrence basis for property damage only.
5.3.3. Claims made policies shall not be accepted, except for Professional Liability Insurance.
5.3.4. Upon request, certified copies of all insurance policies shall be furnished to the City
5.3.5. Policies shall include, but not be limited to, the following minimum limits:
5.3.5.1. Minimum Bodily Injury Limits of $300,000.00 per occurrence.
5.3.5.2. Property Damage Insurance with minimum limits of $50,000.00 for each
occurrence.
5.3.5.3. Automobile Liability Insurance for all owned, non -owned, and hired vehicles with
minimum limits for Bodily Injury of $100,000.00 each person, and $300,000.00
for each occurrence, and Property Damage Minimum limits of $50,000.00 for
each occurrence.
5.3.5.4. Statutory Worker's Compensation Insurance and minimum $100,000.00
Employers Liability Insurance.
5.3.6. Coverage shall be maintained for two years minimum after the termination of the Contract.
5.4. The City shall be entitled, upon request, and without expense to receive copies of insurance policies and
all endorsements thereto and may make reasonable request for deletion, revision, or modification of
particular policy terms, conditions, limitations, or exclusions (except where policy provisions are
established by law or regulation binding either of the parties hereto or the underwriter of any of such
policies). Upon such request by the City, the Vendor shall exercise reasonable efforts to accomplish such
changes in policy coverage and shall pay the cost thereof. All insurance and bonds shall meet the
requirements of the bid specification and the insurance endorsements stated below.
5.5. Vendor agrees that with respect to the required insurance, all insurance contracts and certificate(s) of
insurance will contain and state, in writing, on the certificate or its attachment, the following provisions:
5.5.1. Provide for an additional insurance endorsement clause declaring the Vendor's insurance as
primary.
5.5.2. Name the City and its officers, employees, and elected officials as additional insured's, (as
the interest of each insured may appear) as to all applicable coverage.
5.5.3. Provide thirty days notice to the City of cancellation, non -renewal, or material changes
5.5.4. Remove all language on the certificate of insurance indicating:
5.5.4.1. That the insurance company or agent/broker shall endeavor to notify the City;
and,
5.5.4.2. Failure to do so shall impose no obligation of liability of any kind upon the
company, its agents, or representatives.
5.5.5. Provide for notice to the City at the addresses listed below by registered mail:
5.5.6. Vendor agrees to waive subrogation against the City, its officers, employees, and elected
officials for injuries, including death, property damage, or any other loss to the extent same
may be covered by the proceeds of insurance.
Page 4 of 8
RFP 07-001
Specification No.
07-952-59
Dated: October 2006
5.5.7. Provide that all provisions of this contract concerning liability, duty, and standard of care
together with the indemnification provision, shall be underwritten by contractual liability
coverage sufficient to include such obligations within applicable policies.
5.5.8. All copies of the Certificate of Insurance shall reference the project name, bid number or
purchase order number for which the insurance is being supplied.
5.5.9. Vendor shall notify the City in the event of any change in coverage and shall give such
notices not less than thirty days prior notice to the change, which notice shall be
accomplished by a replacement Certificate of Insurance.
5.5.10. All notices shall be mailed to the City at the following addresses:
Assistant City Manager
City of Round Rock
221 East Main Street
Round Rock, TX 78664-5299
City Attorney
City of Round Rock
309 East Main Street
Round Rock, TX 78664
12. WORKERS COMPENSATION INSURANCE
12.1. Texas Labor Code, Section 406.098 requires workers' compensation insurance coverage for all persons
providing services on building or construction projects for a governmental entity.
12.1.1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority
to self -insure issued by the Texas Workers' Compensation Commission, or a coverage agreement
(TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation
insurance coverage for the person's or entity's employees providing services on a project, for the
duration of the project.
12.1.2. Duration of the project - includes the time from the beginning of the work on the project until the
CONTRACTOR'S /person's work on the project has been completed and accepted by the
OWNER.
12.2. Persons providing services on the project ("subcontractor") in Section 406.096 - includes all persons or
entities performing all or part of the services the CONTRACTOR has undertaken to perform on the
project, regardless of whether that person contracted directly with the CONTRACTOR and regardless of
whether that person has employees. This includes, without limitation, independent contractors,
subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or
employees of any entity, which furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or providing labor,
transportation, or other service related to a project. "Services" does not include activities unrelated to the
project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets.
12.3. The CONTRACTOR shall provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor
Code, Section 401.011(44) for all employees of the CONTRACTOR providing services on the project, for
the duration of the project.
12.4. The CONTRACTOR must provide a certificate of coverage to the OWNER prior to being awarded the
contract.
12.5. If the coverage period shown on the CONTRACTOR'S current certificate of coverage ends during the
duration of the project, the CONTRACTOR must, prior to the end of the coverage period, file a new
certificate of coverage with the OWNER showing that coverage has been extended.
12.6. The CONTRACTOR shall obtain from each person providing services on a project, and provide to the
OWNER:
12.6.1.1. a certificate of coverage, prior to that person beginning work on the project, so the OWNER will
have on file certificates of coverage showing coverage for all persons providing services on the
project; and
12.6.1.2. no later than seven calendar days after receipt by the CONTRACTOR, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the current
certificate of coverage ends during the duration of the project.
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RFP 07-001
Specification No.
07-952-59
Dated: October 2006
12.7. The CONTRACTOR shall retain all required certificates of coverage for the duration of the project and for
one year thereafter.
12.8. The CONTRACTOR shall notify the OWNER in writing by certified mail or personal delivery, within 10
calendar days after the CONTRACTOR knew or should have known, or any change that materially affects
the provision of coverage of any person providing services on the project.
12.9. The CONTRACTOR shall post on each project site a notice, in the text, form and manner prescribed by
the Texas Workers' Compensation Commission, informing all persons providing services on the project
that they are required to be covered, and stating how a person may verify coverage and report lack of
coverage.
12.10. The CONTRACTOR shall contractually require each person with whom it contracts to provide services on
a project, to:
12.10.1. provide coverage, based on proper reporting of classification codes and payroll amounts and
filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all its employees providing services on the project, for the duration of
the project;
12.10.2. provide to the CONTRACTOR, prior to that person beginning work on the project, a certificate
of coverage showing that coverage is being provided for all employees of the person providing
services on a project, for the duration of the project;
12.10.3. provide the CONTRACTOR, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
12.10.3.1.1. obtain from each other person with whom it contracts, and provide to the
CONTRACTOR:
12.10.3.1.1.1. a certificate of coverage, prior to the other person beginning work on
the project; and
12.10.3.1.1.2. a new certificate of coverage showing extension of coverage, prior to
the end of the coverage period, if the coverage period shown on the
current certificate of coverage ends during the duration of the project
12.10.3.2. retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
12.10.3.3. notify the OWNER in writing by certified mail or personal delivery, within 10
calendar days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
12.10.3.4. contractually require each person with whom it contracts, to perform as required
by paragraphs (A thru G), with the certificates of coverage to be provided to the
person for whom they are providing services.
12.10.3.5. By signing the solicitation associated with this specification, or providing, or
causing to be provided a certificate of coverage, the Contractor is representing to
the Owner that all employees of the Contractor who will provide services on the
project will be covered by workers' compensation coverage for the duration of the
project, that the coverage will be based on proper reporting of classification
codes and payroll amounts, and that all coverage agreements will be filed with
the appropriate insurance carrier or, in the case of a self-insured, with the
Commission's Division of Self -Insurance Regulation. Providing false or
misleading information may subject the Contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
12.10.3.6. The Contractor's failure to comply with any of these provisions is a breach of
contract by the Contractor that entitles the Owner to declare the contract void if
the Contractor does not remedy the breach within ten calendar days after receipt
of notice of breach from the owner.
13. VENUE: The agreement shall be governed by and construed in accordance with the laws of the State of Texas.
Venue shall be in the applicable court, Williamson County, Texas.
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RFP 07-001
Specification No.
07-952-59
Dated: October 2006
14. CONFLICT OF INTEREST: Effective January 1, 2006, Chapter 176 of the Texas Local Government Code (House
Bill 914) requires that any vendor or person considering doing business with a local government entity disclose
the vendor or person's affiliation or business relationship that might cause a conflict of interest with a local
government entity. The Conflict of Interest Questionnaire form is available from the Texas Ethics Commission at
www.ethics.state.tx.us. Completed Conflict of Interest Questionnaires may be mailed or delivered by hand to the
City Secretary. If mailing a completed form, please mail to:
City of Round Rock
Christine Martinez, City Secretary
221 East Main Street
Round Rock, Texas 78664
14.1. Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest may automatically
result in the disqualification of the vendor's proposal.
15. DISCLOSURE OF LITIGATION
15.1. Each Proposer shall include in its proposal a complete disclosure of any civil or criminal litigation or
investigation pending which involves the Proposer or in which the Proposer has been judged guilty.
15.2. Significant losses or settlements involving the Proposer's software or its implementation efforts shall also
be disclosed. This is a continuing disclosure requirement.
16. RIGHT TO REPRODUCE DOCUMENTATION AND OTHER INFORMATION
16.1. The City shall have the right to reproduce any and all manuals, documentation, software or other
information stored on electronic media supplied pursuant to the agreement at no additional cost to the
City, regardless of whether the same be copyrighted or otherwise restricted as proprietary information;
provided, however, that such reproductions shall be subject to the same restrictions on use and
disclosure as are set forth in the agreement.
16.2. The Awarded Proposer agrees to execute any non-exclusive copyright assignments or reproduction
authorizations that may be necessary for the City to utilize the rights granted in this subparagraph.
17. INDEPENDENT CONTRACTOR
17.1. It is understood and agreed that the Contractor shall not be considered an employee of the City.
17.2. The Contractor shall not be within protection or coverage of the City's Worker' Compensation insurance,
Health Insurance, Liability Insurance or any other insurance that the City from time to time may have in
force and effect.
18. AGREEMENT ADMINISTRATOR: All work performed under the resulting agreement will be supervised and
verified by the City representative(s) noted below.
Department: Human Resources
Location: 221 East Main Street, Round Rock, Texas 78664
Contact Person: Linda Gunther
Phone No.: (512) 218-5491
PART III
SPECIFICATION
1. SCOPE: The City is requesting proposals that assume complete replacement of all aspects of the employee
benefits programs as currently administered through the existing Employee Assistance Program (EAP). All
proposals shall be made on the basis of and either meet or exceed the requirements contained herein.
2. BENEFIT PROGRAM: EAP shall include the following services to Employees as a minimum:
2.1. Provide confidential guidance and counseling. One to six visits per occurrence is preferred.
2.2. Legal and financial assistance.
2.3. Treatment for substance abuse.
Page 7 of 8
RFP 07-001
Specification No.
07-952-59
Dated: October 2006
2.4. Wellness programs.
2.5. Local area provider network.
2.6. Supervisory and staff training.
3. SERVICE RESPONSIBILITIES: The successful vendor shall:
3.1. Review existing EAP and provide consultation and technical assistance for any development of employee
assistance programs policies and procedures.
3.2. Determine and develop sessions of EAP training for supervisory staff of the City which shall focus on
orientation to the program and procedures for intervention and referral of troubled employees.
3.3. Provide all training materials.
3.4. Provide assessment and referral services to Employees.
3.5. Administer the City's employee assistance program providing consultation and technical assistance on
policies and procedures and training.
3.6. Provide appropriate follow-up and statistical reporting on a regular basis to the City with regard to
restrictions under applicable laws and regulations relating to client confidentiality and privacy.
PART IV
INVOICE AND PAYMENT
18. INVOICING: Vendor shall submit one original and two copies of each invoice in accordance with established
procedures between the City and Vendor to the following address:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, TX 78664-5299
19. PROMPT PAYMENT POLICY: Payments will be made within thirty days after the city receives the supplies,
materials, equipment, or the day on which the performance of services was completed or the day on which the
City receives a correct invoice for the service, whichever is later. The Contractor may charge a late fee (fee shall
not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt
payment policy; however, this policy does not apply to payments made by the City in the event:
19.1. There is a bona fide dispute between the City and Contractor concerning the supplies, materials, services
or equipment delivered or the services performed that causes the payment to be late; or
19.2. The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely
payment with Federal Funds; or
19.3. There is a bona fide dispute between the Contractor and a subcontractor or between a subcontractor and
its suppliers concerning supplies, material, or equipment delivered or the services performed which
caused the payment to be late; or
19.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order or
contract or other such contractual agreement.
20. OVERCHARGES: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this
purchase which arise under the antitrust laws of the United States, 15 USGA Section 1 et seq., and which arise
under the antitrust laws of the State of Texas, Bus. and Com. Code, Section 15.01, et seq.
Page 8 of 8
DATE: March 9, 2007
SUBJECT: City Manager Approval - April 6, 2007
ITEM: Consider approval of a Professional Services Agreement with Alliance Work
Partners for the Employee Assistance Program.
Department: Human Resources
Staff Person: Teresa S Bledsoe, Director of Human Resources
Justification:
To provide an appropriate program to support employees health and well being needs.
Services include, without limitation, the following: administering the EAP program;
developing training materials and training to City personnel, establishing a local area
network of professionals for confidential wellness counseling and guidance; legal and
financial assistance, wellness programs, and treatments for substance abuse for City
employees.
Funding:
Cost: $15,751 ($1.67 per employee per month for term 60 months)
Source of funds: General Fund, Human Resources
Outside Resources: N/A
Background Information:
Alliance Work Partners has provided EAP services to the City employees since 2002.
Alliance has provided valuable training related to health and well-being issues as well as
training related to Federal compliance issues. The EAP program has offered and will
continue to provide valuable professional services for our employees in areas such as
depression, relationship issues, substance abuse problems, legal problems, financial
problems and child and elder care and a variety of other topics. Training has included
sessions on Reasonable Suspicion related to substance abuse, assertiveness training and
other supervisory training. The EAP allows employees to do self -referrals as well includes
provisions for procedural referrals for employees who are having performance and/or
behaviors issues due to work/life stressors. All procedural referrals are coordinated thru
Human Resources to ensure that the employee's private health information is not
compromised.
Entering into this second agreement with Alliance Work Partners enables the employees of
the City to continue to receive valuable professional services and maintains continuity with
local network providers. We recommend approval.
Public Comment: N/A