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1648ORDINANCE NO. 6 yS AN ORDINANCE WAIVING COMPETITIVE BIDDING FOR A SERVICE AGREEMENT BETWEEN METHODIST HEALTH SYSTEMS, INC., AND THE CITY OF WEST MEMPHIS, APPROVING THE AGREEMENT, ESTABLISHING AN EMERGENCY AND FOR OTHER PURPOSES. WHEREAS, Arkansas code 14-58-303 allows waiving of competitive bidding in exceptional situations where such procedure is deemed ~' not feasible or practical; and WHEREAS, there are many items necessary for the City's use where competitive bidding is deemed not feasible or practical; and WHEREAS, the City of West Memphis currently provides an Employee Assistance Program (EAP) and desires to continue the services available to city employees through the EAP, and changing the existing EAP would not be feasible, practical or beneficial to the city's employees, and competitive bidding for such services under the present circumstances would not be feasible or practical; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WEST MEMPHIS, ARKANSAS: 1. That competitive bidding be waived for the following item to be used by the City, described as follows: ~v The Service Agreement Between Methodist Health Systems, Inc., and the City of West Memphis for $9,500 for the period of August 1, 1994 through July 31, 1995. 2. The Service Agreement between Methodist Health Systems, Inc., and the City of West Memphis is hereby approved and the Mayor and the City Clerk are hereby authorized and directed to execute the agreement on behalf of the City of West Memphis. 3. Emergency Clause. It having been found and determined by the City Council of the City of West Memphis, Arkansas, that there is an urgent need by the City of West Memphis to provide the services of an employee assistance program and that the previous agreement has expired, an emergency is hereby declared to exist, L t and this Ordinance being necessary for the preservation of the public peace, health, safety and welfare of the Citizens of West Memphis, Arkansas, shall be in full force and effect from and after the date of its passage and approval. PASSED AND APPROVED this ST day ofJ ATTEST: DAN SPONSORED BY: 19 9y RlCE11~g~ CITgY~,C~LE~R~K~ OFFICE ~rE----'~`°~ ~ 199 ~ .1.or~ ~,,-j d ~,.. 9 :z t tin SERVICE AGREEMENT BETWEEN METHODIST HEALTH SYSTEMS, INC. AND CITY OF WEST PHIS THIS AGREEMENT, made and entered into at Memphis, Tennessee this the day of , 19 , is by and between Methodist Health Systems, Inc., a Tennessee not-for-profit corporation, (hereinafter "MHS"), and CITY OF WEST M>J'MPHIS, (hereinafter "CLIENT"). WHEREAS, MHS has personnel trained as counselors/consultants in the specialty of employee assistance and desires to extend the quantum of such services which it provides for the benefit of the public; and, in furtherance of such purpose, desires to contract with CLIENT to render said services; and WHEREAS, CLIENT desires to obtain the above described services of MHS in order to assist and benefit its employees and dependents. NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows SECTION I. RESPONSIBILITIES OF MHS. A. MHS consultation services provided to CLIENT shall include the following: 1. Development of Employee Assistance Program (EAP) policy for the mutual approval of MHS and CLIENT. 2. Staff orientation which shall include: (a) Training for supervisory personnel regarding job performance evaluation and performance deviations which identify the troubled employee . (b) Employee awareness sessions to acquaint employees with the services available under the EAP Program. 3. Sample letters, articles, and materials to be used for employee information and communication as well as quarterly newsletters . 4. ACounselor-Consultant to conduct private interviews with referred employees of CLIENT to ascertain needs of such employees for counseling or treatment services . 5 . Referral of the troubled employee to an appropriate professional facility within subsidiary corporations of MHS, or elsewhere, and consultation 1 with CLIENT concerning the referral. 6. Follow up evaluation during or after the treatment or counseling, to evaluate each employee's progress . 7. Twenty-four hour telephone coverage which allows for telephone consultation in a crisis situation. 8. A quarterly educational session for employees of client covering subjects mutually agreed upon by MHS and CLIENT . 9. Other optional services agt~~ed upon by the parties for which there may be an additional service fee. B . The MHS EAP Director or Counselor-Consultant shall be available to meet with representatives of CLIENT as necessary during the term of this Agreement, and be available during the course of the normal work week for telephone discussion in areas of mutual interest in order to assist CLIENT in realizing the maximum benefit from the EAP Program. C. MHS shall furnish a monthly utilization report of the activities, which shall include the number of employees seen, type of referral and status report on employees of CLIENT . A utilization summary shall be furnished to CLIENT at the end of the term of the Agreement . SECTION II. RESPONSIBILITIES OF THE CLIENT. A. CLIENT agrees to compensate MHS for its services in the amount of Twenty- Three and 75 / 100 Dollars ($23.75) per employee per year for a total of Nine Thousand Five Hundred and 00/100 Dollars ($9,500.00) per annum. CLIENT will report to MHS every other month the number of CLIENT's employees covered by the Program. If, at any time, during the term of this Agreement, the number of employees covered by this Agreement increases by 5$, MHS may increase the total fee to be paid hereunder accordingly on a pro rata basis for the remainder of the term. B. CLIENT shall be billed by MHS for professional services rendered. CLIENT agrees to pay MHS within thirty (30) days from the billing date. Any balance not paid when due shall bear interest at the rate of 18$ per annum, or the highest interest rate allowed by applicable law, whichever is less. In the event of nonpayment MHS may terminate services without prior notice and without prejudice to its other rights at law or in equity. In the event of nonpayment of fees CLIENT shall be responsible for the payment of all costs and attorney fees incurred by MHS in its collection efforts. SECTION III. TERM AND TERMINATION. A . The term of this Agreement shall be for a period of one (1) year commencing on the 1st day of August, 1994, and ending on the 31st day of July, 1995. The CLIENT shall have the option to renew this Agreement for a one year period on the same terms and conditions as above described, provided however, fees payable hereunder may be increased upon mutual agreement. $ If agreement is not reached by the end of the initial term, this Agreement shall terminate . B . During the initial or any renewal term of this Agreement either party may upon the giving of at least sixty (60) days prior written notice terminate this Agreement without cause, breach or penalty. SECTION IV. ADDITIONAL TERMS AND CONDITIONS. A. The parties agree that should there be a need for additional training for new management/supervisory staff after commencement of the term of this Agreement, MHS shall provide this training with the cost of such services to be negotiated and agreed upon by the parties hereto. B . The parties further agree that retainer fees for spec consultation services do not include trecetment expenses for the impaired employee. Any treatment in such case is to be covered by insurance and/or employee resources. Employees of the CLIENT must consent to any proposed treatment before services may be rendered . C. MHS shall provide the services within the framework of a short term counseling program. Its focus will be on the earliest possible successful resolution of an employee's problem(s), and/or the assessment and early referral of CLIENT's employees to appropriate community resources . The actual number of counseling sessions will be determined by MHS based solely on the severity of the problem, i.e., its appropriateness for short term care and a necessity for specialty services available in the community. Employees may return to the EAP Program for counseling concerning additional problems, as needed . D . Any notice required to be given pursuant to the terms and provisions of this Agreement shall be in writing and may be either personally delivered or sent by registered or certified mail in the United States Postal Service, return receipt requested, postage prepaid, addressed to each party at the addresses which follow, or to such other addresses as the parties may hereafter designate in writing: 1. MHS Address Methodist Health Systems, Inc. Employee Assistance Program 1211 Union Avenue, Suite 525 Memphis, TN 38104-6619 2 . CLIENT Address In the absence of clear and convincing evidence overcoming such 3 presumption, a notice sent by mail pursuant to the above shall be deemed received by the party to whom sent on the third business day following the date of mailing. E. The laws of the State of Tennessee shall govern the validity, construction, interpretation, and affect of this Agreement, and any disputes pertaining hereto shall be adjudicated in the state courts of Tennessee. F. This instrument constitutes the entire integrated Agreement and understanding between the parties, superseding all prior communications, oral or written. No statements, promises, or inducements made by either party or agent of either party, express or implied, shall be valid or binding if not contained in this written Agreement . No modifications to the Agreement shall be effective or binding unless in writing over the duly authorized signatures of the parties hereto. This Section shall not be deemed waived by any modification or alteration which does not conform to the above provisions of this Section. IN WITNESS WHEREOF, MHS and CLIENT have executed this Agreement or by signature of their duly authorized representative as of the day and y~r first above written. CITY OF WEST 1HIIIVIPHIS sy: Name: Title ~-: ~s~-r~wasu+~ cn HEALTH SYSTEMS, INC. ~~ By:~ Robe B . Howerton, Jr. ~ ~ Senior Vice President Health & Welfare Ministries 4