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CONTRACT 7010 Vender AgreementAgreement No. 7010 Substance Abuse Professional (SAP) Services Agreement This Agreement outlines the terms under which American Substance Abuse Professionals, Inc., a Maryland corporation hereinafter referred to as ASAP, shall serve as the designated 'Service Agent' for City of El Segundo, California hereinafter referred to as CLIENT. The ASAP corporate address is 10151 York Road Suite 120; Cockeysville, MD 21030. The corporate address for CLIENT is 350 Main Street, El Segundo, CA 90245. For purposes of this agreement, individuals referred to ASAP by CLIENT for the provision of SAP services will hereinafter be referred to as CANDIDATE/EMPLOYEE(S); regardless of their employment status at the time a referral is processed. 1. SAP List Services a. Any CLIENT required to comply with Department of Transportation (DOT) regulations must provide an individual who violates a DOT drug and alcohol regulation, including an applicant for employment who registers a verified positive drug or alcohol test result, with a listing of qualified Substance Abuse Professionals (SAPs), regardless of whether the individual is terminated or denied employment by his/her employer. This responsibility may be deferred to a Service Agent. See 49 CFR Part 40, Sub. 0, Sec. 40.287. b. ASAP will provide Substance Abuse Professional (SAP) services on behalf of CLIENT to all referred DOT -mandated CANDIDATE/EMPLOYEE(S). c. ASAP will provide referred CANDIDATE/EMPLOYEE(S) who had a DOT drug and alcohol test violation with a list of qualified SAPs regardless of whether that CANDIDATE/EMPLOYEE(S) is retained, is eligible for re -hire, is terminated or denied employment per 49 CFR Part 40, Subpart O. d. There are no fees to the CANDIDATE/EMPLOYEE(S) for ASAP to act as the dedicated service agent for SAP referral services. ASAP will generate a unique list of locally available SAPs with names, addresses and phone numbers for those CANDIDATE/EMPLOYEE(S) in violation of the DOT testing rules who contact ASAP. CANDIDATE/EMPLOYEE(S) at the time of contact will be offered SAP Evaluation and ASAP Case management Services priced according to ASAP FEE Schedule found in Attachment A and B. e. Such professional services provided by ASAP shall include access to ASAP SAP services via a toll -free nationwide number; on -going ASAP SAP Network credentialing and maintenance; on -going program modifications to comply with changing regulations. 2. Attachments A & B: ASAP Fee Schedule for SAP and Ancillary Services See attachments below. 3. Billing and Payment a. ASAP shall serve as the designated service agent for CLIENT. b. CANDIDATE/EMPLOYEE(S) or CLIENT will compensate ASAP a non-refundable fee based on the ASAP Fee Schedule or current rate per case prior to SAP services being rendered. CLIENT will indicate billing and payment protocols per case before the start of each program. See SAP Services priced according to ASAP FEE Schedule found in Attachment A. c. Fees paid to ASAP do not cover the cost of any treatment or education, which will be the responsibility of the CANDIDATE/EMPLOYEE(S) being provided the services. d. If CLIENT requests to be billed, CLIENT will remit payment to ASAP within 30 days of ASAP invoice. A monthly fee equal to 1.5% of the outstanding balance shall be levied upon all delinquent accounts. e. All program fees are billed according to ASAP's most current fee schedule and are subject to change with thirty (30) days written notice to CLIENT. Agreement No. 7010 U , U W,h IN ,,, 11MNA ' ' [','? 4. Term of Agreement The term of this agreement shall begin on the date of execution and will automatically renew in one-year increments unless either party provides the other with written notice no later than thirty (30) days prior to the expiration period of the party's intention not to renew the contract. 5. Additional Terms of Agreement a. Restrictive Covenant: During the term of this Contract and for a two (2) year period after termination of this Contract, CLIENT will not solicit, contact, or deal with any person, firm or corporation which was a contracted member of the ASAP national SAP network during the term of a Contract. b. Confidential Inlf+ormation: During the term of this Agreement, each party will have access to and becorne familiar with various trade secrets and confidential information belonging to the other. Confidential. Information, as used in this Agreement, comprises any technical, economic, financial, marketing, or other information, which is not common knowledge among competitors or other comlpanies who may We to possess such. Confidential Information or may find it useful. Examples of Confidential Information belonging to either party: items in research and development, details of substance abuse professional programs, in-service training, scientific studies or analyses, details of training methods, marketing plans, new products or new uses for old products, merchandising and selling techniques„ custorner, client and patient lists, supplier lists, Contracts and licenses, purchasing, accounting, business systems and computer programs„ long-range planning, financial plans and results, cost structures„ expansion plans, employee handbooks, office procedures, etc. This list is merely illustrative and Confidential Information is not limited to the illustrations. Each party acknowledges that such respective Confidential Information is owned by and shall solely continue to be owned by the other. During the term of the Agreement and forever thereafter, each agrees not to use such information of the other for any purpose whatsoever, other than as directed and authorized by the party owning that Confidential Infonmation. Each party agrees not to divulge such information to any person or organization other than those to whom the party owning such information has given its consent unless such information has already become common knowledge or unless compelled to disclose it by governmental process. c. CANDIDATE/EMPLOYEE(S) confidentiality will be always protected in accordance with the Health Insurance Portability and Accountability Act (HIPAA). Use and release of protected information will follow HIPAA procedures and guidelines and appropriate DOT guidelines. d. ASAP and CLIENT hereby agree to indemnify, defend and hold each other harmless, as well as their respective officers, directors, employees and agents from and against any and all liabilities, loss, damage, claim or cause of action and expenses associated therewith caused or asserted to have been caused directly or indirectly by acts or omissions the respective officers, directors, employees, and agents in the performance of or failure to perform the Services or Ancillary SAP Services as specifically set forth in Items I and III of this Agreement. e. Maryland State Law shall govern any dispute arising out of this Agreement. The parties hereby submit to the jurisdiction and venue of the courts of the State of Maryland. f. If any provision of this Agreement should be hereafter determined to be wholly or partly unenforceable or contravenes the laws of the State of Maryland„ this Agreement shall be construed as if it does not contain the particular provision or provisions held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly. g. All notices„ demands and other communications provided for by this agreement shall be made in writing either (1) by actual delivery of the document into the hands of the party entitled thereto or (2) by mailing the document in the United States mail to the last known address of the party entitled thereto, certified mail, return receipt requested. The document shall be deemed to have been received on the date of its mailing. All notices, demands and other communications shall be forwarded to the respective parties at the addresses first set forth above. Agreement No. 7010 Gmt�"M1 gk W1 Siu'"wALI; h. This Agreement shall constitute the sole agreement between ASAP and CLIENT for the provision of ASAP services, and no other provisions —express or implied —shall be in force unless specified in this agreement or by Agreement addendum. 6. Termination: Either party may cancel this Agreement on (30) thirty days' notice by giving written notice to the other party specifying the date of termination; otherwise, the Agreement shall remain in force for a term of one (1) year from the date of execution. The Agreement shall automatically renew each year for consecutive one (1) year terms, without the necessity of notice by either party, unless canceled in accordance with the terms of this section. A termination of the Agreement by either party ,shall not work as a waiver of any right to pursue damages for a pre-existing breach. The parties herein shall deal witheach other in good faith during the thirty -day period after which any notice of intent to terminate has been given. By signing this Agreement in the space provided below, American Substance Abuse Professionals, Inc. and CLIENT agree to abide by all its provisions. e� axe 7/18/24 ASAP Representative Date Authorized Agent Date 7/18/24 tte t Date Printed Name and Title Attest T�CL , L­ !;;;�M Cl rI Clf of El Segundo APB'' EO AS TO FORM, CITY TTORNEY C. , .r I Date Agreement No. 7010 ^ryI I�f ;I I I V, 1,4N,'S" )IIQ, IM I h10I,W Attachment A: ASAP Fee Schedule for SAP referrals DOT -Mandated and NON -DOT Referred Case Management • A case manager administers each SAP case, links participants to all necessary services and ensures program satisfaction. • Case Management services include: initial intake; SAP coordination of initial and follow-up evaluation appointment times; procedural reviews of initial and follow-up SAS" evaluatlons; assistance in connecting employee to treatment program when needed; confirming completion of employee in treatnienl/education program, case management reporting as indicated by CLIENT per request/protocols options listed bellow; and complete paper -trail documentation up to employee's eligibility to return to safety sensitive duty or non-compliance. Case Management Reporting Options option A includes ASAP's SAP Services plus (4) four communications to CLIENT. All reporting will be communicated as follows: 1. Notification to Client that referral form was received and introduction to case manager 2. Notification to Client of initial evaluation appointment time 3. Notification to Client of initial treatment/education recommendations 4. Notification to Client of employee's eligibility to return to safety sensitive duty Additional SAP Evaluations/Case Reactivation $175.00/Each ASAP reserves the right to place an employee case on inactive status when on average 30 business days have passed and an employee has failed to respond to SAP recommendations or requests from ASAP to provide information to document compliance. Re -activation of the case may be initiated by an additional SAP evaluation, The purpose of the additional evaluation is to determine if the employee has relapsed or otherwise engaged in behavior(s) that may indicate a need for modification of the treatment/education recommendations. Additional SAP evaluations will also be mandated in cases where EMPLOYEES are not granted eligibility to return to safety sensitive duty upon the initial follow up evaluation. No Show Fee or SAP Coordination Services Fee $125.00/Case per situation This fee is charged only after SAP Coordination Services has been provided (i.e., a referral has been made to ASAP, a telephone intake has been performed, the employee has been entered into the ASAP MIS system, a list of SAPs has been provided) and the employee did not attend his/her scheduled appointment and/or the employee has decided not to use ASAP services. Re -activation Fee: ASAP reserves the right to place an EMPLOYEE's case on inactive status when 30 business days have passed, and an EMPLOYEE has failed to respond to SAP recommendations or requests from ASAP to provide information to document compliance. Re -activation of the case or transfer of case due to extenuating circumstances where legally permissible may be initiated by an additional SAP evaluation at a rate of $50.00 per evaluation to the CLIENT within the initial calendar year from which the case commenced. The purpose of the additional evaluation is to determine if the employee has relapsed or otherwise engaged in behavior(s) that may indicate a need for modification of the treatment/education recommendations. Additional SAP evaluations will also be mandated in cases where EMPLOYEES are not granted eligibility to return to duty upon the initial follow-up evaluation. Agreement No. 7010 a s A, gLW1UMIN SUBSTANCE ,,,�,i iROI;ESSIOuvAU ,rTM FMCSA Clearinghouse Disclosure: Federal Motor Carrier Safety Administration (FMCSA) commercial driver's license (CDL) and commercial learner's permit (CLP) holders' with drug and alcohol program violations are required to register in the FMCSA Clearinghouse under 49 CF.R Part 382, Sub a�B. Failure to register prior to your SAP appointment could result in additional fee(s) to the CLIENT based on time spent by either ASAP or SAP offices. Agreement No. 7010 o v� Lei I RCM A li7i^ AP, Y 3;1I Attachment B: ASAP Fee Schedule for Ancillary Services Aftercare Monitoring $22.5 per case per year ASAP provides continuing compliance monitoring services to employers when the SAP believes the employee needs additional treatment, aftercare, or support group services, even after the employee returns to safety - sensitive duties per DOT regulation 49 CFR Part 40.303 or company policies. ASAP provides compliance monitoring of completion of treatment/education, all continuing care recommendations, the complete follow-up testing program, documentation and reporting violations, case review, documentation and reporting of program completion and complete paper trail maintenance for up to five years following the EMPLOYEE(S) return to safety -sensitive duty. SAP Audit Support ASAP provides DOT SAP audit support in accordance with 49 CFR Part 40, Subpart O - 40.331 at no charge for questions about all individual DOT SAP cases in which CLIENT or CLIENT COMPANIES used ASAP SAP providers. DOT SAP Verification: $75 per verification. ASAP can verify and provide documentation of qualifications (SAP training/testing) and credentials (professional lice ns u re/ce rtification) for SAP providers in cases that did not use ASAP services. DOT SAP Audit Support: $200 per audit. DOT auditors may request specific information about local SAPs. ASAP provides a list of local SAPs with names, addresses and phone numbers for audit purposes. DOT SAP Audit Interview: $200 per audit. DOT auditors may request an interview with the local SAP, ASAP will schedule the interview and work with the provider to review any recent regulatory changes. Trainings ASAP provides Supervisory and Employee Awareness Trainings online. For bulk pricing please consult ASAP Account Manager. Supervisor's Guide to Substance Use Awareness and Reasonable Suspicion Training: DOT 60/60 $39 per license This coarse satisfies the training requirements for supervisors mandated by the Department of Transportation regulations FAA 14 CFR 120.233 and 120,115; FI CSA 49CFR 382.603; FTA 49 CFR. 655,14; PMSHA 49 CFR 199.113(c) and 199,24*1; USCG 46 CFR 16.401. It includes one hour of alcohol misuse awareness training and one hour of drug abuse awareness training. Supervisor's Guide to Substance Use Awareness and Reasonable Suspicion Training. General Workforce 60/60 $39 per license This course provides a foundation for managers and supervisors to understand substance abuse issues in the workplace. It provides tools for identifying behavioral indicators and methods for referring an employee for drug or alcohol testing. This course DOES NOT satisfy the training requirements for supervisors required to comply with the Department of Transportation Drug and Alcohol Testing regulations, but does satisfy general workforce compliance, to meet state mandates and possible policy requirements. It includes one hour of alcohol misuse awareness training and one hour of drug abuse awareness training. Employee's Guide to Substance Use Awareness Training: All DOT Modes & General Workforce $22 per license Agreement No. 7010 n,"�f64Y"xMll'J$�S Y�"aV;L 145W. ¢�i rf G4`v iaJ1,4�Std�ri=L-''kJ°}'P Provide DOT and general workforce employees with the information about substance use and abuse needed to be aware of the dangers that drugs and alcohol can have on public safety. This course offers over an hour of important awareness information. Agreement No. 7010 P" C)S' 4MInm 5UMTANCI:v. ALWY: PW0FBhU)NM I L11 bl" I N E "I S'S AM°3LICATION CornpanyName: ��� 11Ck"P .... . ........ - Website Address 'Business Industry Type: Number of Ernployees —All Divisions/Locations� Number of Anticipated Hires — Next 12 Months :,-, Number of Drug & Alcohol Testing Violations — Previous• nths- Number of Locations: ..... ...... Primary Phone Number (must be listed with directory assistance): Fax: k S �ree d r s -Yl city. State: Postal Code Street Address: City: Na.rne-,'�W_U Email Address: Name, Email Address: Title: Telephone Li Notes: MRO: I C7, TPA: 11 A, EAR �T'6fl\_ Gti V State: I Postal Code: Title:, t io Telephonyt�p Telephone, )0-5,?t4­ Fax: j Company: Phone: Fax: ­ a Fax: Phone: Agreement No. 7010 Al ;i�r� nr cti,i.,wri r�4�xo-,t ��ar Poi Y w tPi1"Y�"�51i✓"a, q.5, %dy'u Company Name: __. Has business been in operation for less than one n w...... e. -.. . p year? � Yes Years in Business:. EIN/5rr JJ ,�, ©r 5N(>�I—J1�1 �........._... Duns Number D&B : If listed on Stock Exchange, provide ticker symbol, Institution Name: Branch Location/Number: Telephone Number: Fax Number: Contact Name Contact Title: Checking Account #: Savings/MM #: Business Name. Contact Name Business Address: Telephone: ( ) Fax ( ) j Email;. _. ,.�.� Business Name: m. �.... ..... Contact Name. _ _..... Business Address: Telephone: ( ) Fax ( Email: Business Name: Contact Name .A ,,�,. Business Address: �.....�_ � . _. .......e�.. Telephone: ( ) ...... � __.,. _ . _.... ......... I Fax: ( ) .. Email: For business validation and extension of credit purposes, the undersigned authorizes and Instructs any person, consumer reporting agency or bank institution to compile and furnish ASAP, Inc. with any information it may have in response to any inquiry from ASAP, Inc. Undersigned further states that all of the statements made above are true and complete. Printed Name Title/Position: Signature o.�.._., f Authorized Signer on Bank Account: Signature Date: