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HomeMy WebLinkAboutItem #05 Approval of Funding for the Employee Assistance Program AGENDA ITEM COVER SHEET Meeting Date: 04/20/10 Item # 5 Contact Name: Contact Number: James Camicella 1032 Reviewed By: Department Director: City Manager: SQ,fjject.: ApprovariioffUndi~~'f6raniliEniipI6yee Assistahce"Progiani''tpAP)for tli6'Ci y. .~:,<,t",.", Background Summary: This Agreement is for mental and emotional healthcare claims, including psychiatric initial assessments, individual and family counseling, group counseling, and training seminars for employees and their dependents. The budgeted amount this fiscal year is $55,000 and the funds are available. Issue: Approve funding for Heartspoken Counseling, Inc. Recommendations It is recommended by staff the Mayor/Commission approve the agreement with Heartspoken Counseling, Inc. up to the $55.000. Attachments: Attached is the Heartspoken Counseling, Inc. Mental Health Services Agreement. Financial Impact: No added funding needed. Use of this contract by employees reduces corresponding medical claims under health insurance plan. Type of Item: o Public Hearing o Ordinance First Reading o Ordinance First Reading o Resolution t8J Commission Approval o Discussion & Direction For Clerk's Deaf Use: o Consent Agenda o Public Hearing o Regular Agenda D Original Document/Contract Attached for Execution by City Clerk D Original Document/Contract Held by Department for Execution Reviewed by City Attorney Reviewed by Finance Dept. Reviewed by ( ) ,-d~ D N/A D N/A D N/A #c.~ J?q 0 Heartspoken Counseling Inc. Mental Health Services Agreement TIus Employer Agreement is made and entered into this / <'j 71., day of !lea..ll'f1k'f-.. 2009 by and between City of Ocoec a Florida Municipal C01J>oration ("Employer"), and Heartspoken Counseling Inc., ("Heartspoken CO}l1lseling"). Recitals: The Employer desires to contract with Heartspoken Counseling and Heartspoken Counseling desires to contract with the Ernployer for Heartspoken Counseling to furnish certain mental health services to the employees of the Employer and! or their dependents on the terms and subject to the conclitions contained herein. NOW, THEREFORE, for good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Employer and Heartspoken Counseling hereby agree as follows: ARTICLE I PROVISION OF PHYSICIAN OR PHYSICIAN EXTENDERS 1.01 Provision of Treatment Provider. Heartspoken Counseling shall furnish a psychiatrist(s) or (2) Licensed Mental Health Counselor or (3) a psychologist(s) (hereafter collectively referred as "Treatment Providers"), to provide the Mental Health Services (as defined herein) at the offices of Heartspoken Counseling to the employees of the Employer and/ or the dependents thereof. Heartspoken Counseling is not committing to furnish a particular person as the Treatment Provider and, at any time and from time to time, Heartspoken Counseling may change the Treatment Provider. As used herein, the term "Mental Health Services" means, the services that Heartspoken Counseling agrees to furnish pursuant to this Agreement. The Mental Health Services Heartspoken Counseling agrees a Treatment Provider will furnish are listed on Exhibit A. The Employer and Heartspoken Counseling may, at any time and from time to time, amend or supplement Exhibit A by written agreement 1.02 Standards of Treatment Provider Performance. Heartspoken Counseling shall contract with the Treatment Providers such that they are obligated to perform or deliver the following, under the Treatment Provider's direction and control: (a) The Treatment Provider shall dctennine his or her own means and methods of provicling Mental Health Services in connection with this Agreement. (b) The Treatment Provider shall comply with all applicable laws and regulations with respect to the licensing and the regulation of providers, and all other Treatment Providers. (c) The Treatment Provider(s) shall provide the Mental Health Services in a manner consistent with aU applicable laws and regulations of the United States of America and the State of Florida and in a professional manner consistent with Mental Health Services provided in the community. (d) The Treatment Provider shall maintain, during the term of this Agreement, Appropriate Credentials including: (1) A duly issued and active license to practice medicine and prescribe medication in the State of Florida, (2) A good standing with his or her profession and State of Florida. professional association, and without any complaints against such person, (3) The absence of any involuntary restriction placed on his or her federal DBA registration, and (4) The absence of any plea or conviction of a felony. 1.03 Scheduling of Services. Heartspoken Counseling shall contract with the Treatment Provider to provide the Mental Health Services at a schedule agreeable with Employer. 1.04 Responsibilities of Parties. Heartspoken Counseling acknowledges and confirms that it is an independent contractor. The Treatment Provider shall be solely responsible for his or her actions and lor omissions and the actions andlor the omissions of any agent or any employee used by him or her in connection with providing the Mental Health Services contemplated by this Agreement. Employer shall not have any control or involvement in the independent exercise of medical judgment by the Treatment Provider, and the Employer shall incur no liability for the actions or the omissions of the Treatment Provider and I or any agent or any employee used by the Treatment Provider (in connection with this Agreement. For other and additional good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Heartspoken Counseling, on its behalf and on behalf of its successors and assigns, does hereby confirm, covenant and agreement indemnify, save, hold harmless and defend the CITY OF OCOEE, its officers, employees, elected and appointment officials, agents and representatives, as well as their sureties, employees, insurers, officers, successors, assigns and legal representatives (hereinafter the "Employer") from any and all liability against any and all loss, lia.bility, costs, da.mages, expenses, claims, actions, suits demand or injuries of any type or nature whatsoever, including interest, suit costs and reasonable attorneys fees for any purpose whatsoever, including trials and appeals, administrative hearings, and otherwise, that may occur as a result of but not limited to any complaint, action or inaction on the part of Heartspoken Counseling, its employees, officers, agents, contractors, representatives, subcontractors, successors and assigns that the Employer may incur or become involved in as a result of the action or inaction on the part of Heartspoken Counseling. 1.05 Other Ucensed Health Professionals. The Employer agrees and acknowledges that Treatment Provider may from time to time have other Health Professionals, as defined the next sentence, assist the Treatment Provider and/or replace the Treatment Provider during his or her regularly-scheduled time at the Employer's place of business in the event of an emergency at the hospital or at the Treatment Provider's office Heartspoken Counseling will require the Treatment Provider to ensure that the services provided by replacement individuals do not exceed the scope of their professional training and licensure.. "Health Professional" shall mean a duly licensed nurse, medical doctor and licensed physician's assistant. 1.06 Medical Records. Heartspoken Counseling shall maintain medical records with respect to all of the patients, all of which medical records shall be maintained in a professional manner consistent with the accepted practice of the community in which the Treatment Provider provides the Mental Health Services in connection with this Agreement. Heartspoken Counseling shall also comply with the HIP AA privacy standards. All patient records maintained by the Treatment Provider in connection with this Agreement shall be the sole property of the Treatment Provider and Heartspoken Counseling. The Employer understands and agrees that all of the medical records and other protected health information maintained by the Treatment Provider will be held by the Treatment Provider in strictest confidence, and that the Employer will not be entitled to have access to the medical records maintained by the Treatment Provider, in the absence of an appropriate written authorization from the patient/employee. 1.07 Quarterly Reports. Heartspoken Counseling shall provide to the Employer, no later than the last day of the month immediately following the end of each quarter of the calendar year, a written report of the Mental Health Services provided by Heartspoken Counseling employees during the immediately-preceding quarter. The written report shall be in form reasonably satisfactory to each of the Employer and Heartspoken Counseling and it is contemplated that the written report will report (a) the number of employees and dependents treated by any Treatment Provider during such immediately-preceding quarter, (b) the number of employees for whom supervisory referral treatment services were provided and (c) the number of employees and dependents for whom self referral treatment services were provided. ARTICLE II COMPENSATION 2.01 Monthly Fee. No later than the 10th day of each calendar month immediately following the receipt of the Heartspoken Counseling invoice, the Employer shall pay to Heartspoken Counseling the amount outlined in Exhibit A for furnishing services provided under this Agreement during the immediately-preceding calendar month. 2.02 Annual Maximum. The City will not exceed services equaling a total of $24,500 in the contract year Ganuary to December). If an employee/dependent needs to continue treatment with Heartspoken Counseling past this annual maximum, the Treatment Provider will .file a claim with the City's insurance carrier and the employee/dependent will incur the required specialist copay. Heartspoken will advise the City prior to the exhaustion of the $24,500 in order to notifY employees/patients of the change in cost arrangement. 2.03 Patient Cost. Prior to exhausting the annual $24,500 of services, employees and/or dependents of the City will not incur a cost for seeing any Treatment Provider at Heartspoken Counseling. Although the psychiatric service will be submitted to the City's insurance catcier, the patient will not be responsible for the specialist copay as would normally be collected. When the annual maximum of $24,500 has been exhausted, employees and/or dependents may continue to seek services at Heartspoken Counseling but will be charged a specialist copay as would normally be collected. ARTICLE III TERM AND TERMINATION 3.01 Term. Tbis Agreement shall be for a term of one year commencing on the date of this Agreement, subject to earlier termination in accordance with this Agreement and subject to Employer budgeting for the services provided for in this Agreement. Unless either the Employer or Heartspoken Counseling gives written notice of nonrenewal to the other party at least ninety (90) calendar days prior to the end of the initial term or of any renewal term, this Agreement shall be automatically renewed for additional periods of one year each. 3.02 Termination With or Without Cause. TIlls Agreement may be terminated by either the Employer or Heartspoken Counseling, with or without cause, by providing the other party at least ninety (90) calendar days' prior written notice. 3.03 Effect of Expiration or Termination. The expiration or the termination of this Agreement shall not affect the obligation of the Employer to pay compensation to Heartspoken Counseling or pay for any outstanding invoice for the period prior to such expiration or termination and shall not affect the obligation of Heartspoken Counseling to provide monthly reports for the period prior to the effective date of such expiration or such termination. ARTICLE IV MISCELLANEOUS 4.01 Notice. All notices and other communications permitted or required pursuant to this Agreement shall be in writing, addressed to the party at the address set forth at the end of this Agreement or to such other address as the party may designate from time to time in accordance with this Section 4.01. All notices and other communications shall be (a) mailed by certified, return receipt requested, postage pre-paid, (b) personally delivered or (c) sent by telecopy with a receipt confirmation. Notices mailed pursuant to this Section 4.01 shall be deemed given as of three days after the date of mailing and notices personally delivered or sent by telecopy shall be deemed given at time of receipt. 4.02 Transferability. Except as provided in Section 4.07, neither the Employer nor Heartspoken Counseling may assign or otherwise transfer this Agreement to a third party without the prior written consent of the other party, which may be given or withheld by the other party in its sole discretion. 4.03 Entire Agreement; Amendtnent. This Agreement constitutes the entire agreement between the Employer and Heartspoken Counseling with respect to the subject matter hereof and supersedes all prior agreements. This Agreement shall not be amended or waived, in whole or in part, except in writing signed by both of the Employer and Heartspoken Counseling. 4.04 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the internal laws of the State of Florida, without giving effect to its conflict of laws provisions. Venue for any litigation that may arise out of this Agreement with be the Orange County Courts. 4.05 Non-Disclosure. The Employer and Heartspoken Counseling shall take all reasonable steps to insure that information with respect to the terms of this Agreement or with respect to the business of the Employer and Heartspoken Counseling acquired by virtue of the position of the other party under this Agreement shall not be disclosed or used outside of the business of either party; provided, however, the foregoing restriction shall not apply to information (a) provided to government authorities as required by applicable law or applicable regulation or consented to by the patient; (b) furnished to healthcare providers involved in a particular patient's case; (c) which is or becomes public knowledge through no fault of either party; or (d) which is otherwise required to be disclosed by applicable law or applicable regulation or pursllilnt to a court order. 4.06 Access to Books and Records. Both of Heartspoken Counseling and the Employer agree to provide access to their books and records to the other party. 4.07 Successors. 'Ibis Agreement is binding upon the parties, their successors and assigns. Thirty (30) days notice of any change in ownership, management, etc. shall be given to the Employer by Heartspoken Counseling. In such event, this Agreement may be assumed by Employer at its sole discretion upon a change of ownership, change of control, change in management, reorganization, etc. I IN WnNESS WHEREOf, the Employer and Heartspolen Counseling have executed and delivered this Agreement a$ of the: date .li.rnt above ~ttenj EmploYeJ:: City of CXoee BY'~ ~f',-1p'",- N:une: ~rttJlles ~fJ. y N i i-e tr IJ. Title: HlA. VV'l.rpV If?,:;, t,1A[ (('.5 D if. Address: ISb N LA k...<) h Dr e JJ r. C~.~."'by1A' HI lcJD1 H+po~n ~o~'~ Br- ~ Tt:: Q ~~ /'l ~i N . Title: Addre~: EXHIBIT A "SCOPE OF SERVICES" Training Seminars Seminars are large group meetings for an unlimited number of people. They arc educational in nature and can be helpful for attendees to prevent future problems or help them to begin addressing current problems before they worsen. Seminars provide concepts and categories in which to think about a particular topic. Seminars can be structured for 1, 2, or 3 hours in length. 1 hour seminars are focused on providing introductory information about a given topic. 2 hour seminars are focused on giving more specified information and interaction with attendees with questions and answers. 3 hour seminars include providing information, questions and answers, and practicing some introductory practical skills to apply the material being taught. Topics Anger Management Stress Management Conflict Resolution Communication Skills Parenting Teenagers Parenting Children Marriage Building Personality Profiles - Myers Briggs Understanding Addictions Team Building/Educational HR director may ask/suggest other topics as needed or present through the year Fees - ad hoc 1 hour seminar - $500 2 hour seminar - $750 3 hour seminar - $900 Groups (CPT Codes include but not limited to 90849) Groups are confidential in nature, and they provide a setting for attendees to work through workbooks along with others group members who have similar challenges. Groups have an educational component, therapeutic component, and support component. They help attendees apply concepts and skills to their personal situation. Groups are limited to 6-8 people and are closed to newcomers. They last 1 % hours weekly, and the duration is a set number of weeks depending on the topic, usually 12-13 weeks. Attendees will be required to sign a confidentiality agreement to assure anonymity. Topics Anger Management Stress Management Marriage Addictions - Substances Addictions - Sex Parenting Children Parenting Teenagers Fees $55 per person per week Includes workbook and/or materials $55 x 12 weeks = $660 per person Individual Counseling and Family Counseling (CPT codes include but not limited to: 90822, 90807, 90829, 90813, 90846, and 90847) Individual counseling is confidential in nature and is provided within the context of the client's needs. It can include the individual, spouse, or other fatnily members in the session. Individual counseling is helpful when the client has emotional, mental, or behavioral problems that cause challenges for them to implement learned concepts and skills from the semmars or groups. Individual counseling sessions are 1 hour. They are usually scheduled once weekly but can also be bi-weekly if appropriate. Fees $100 per session Psychiatric Diagnostic Interview Examinations (90801) i.e., Initial Assessments All individuals that contact Heartspoken Counseling Inc. from the City of Ocoee will receive a complete Initial Assessment. This assessment will collect a thorough history of the client, evaluate the treatment needs, prioritize the treatment goals, make recommendations for treatment services, make referrals to the appropriate treatment providers, and provide the assessment results to the treatment providers. Initial Assessments include a 1 Yz hour interview with the client and written report with treatment plan and recommendations sent directly to the treatment providers. Fees $225 per assessment CITY OF OCOEE SIGNATURE PAGE FOR APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Beth Eikenberry, City Clerk S. Scott Vandergrift, Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of ,2010. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON ,2010 UNDER AGENDA ITEM NO. FOLEY & LARDNER, LLP By: Paul Rosenthal, City Attorney #<'-~ f-'-":; 0 e "roeS \ r\th i 5 L~S CtOreer<\ec\\ .~ ~ Slrbm~tk:d \N C-\.5ef'\d 0\. v"lc,ve. (!OfYeL-\eJ -i Y'\ +he +( 00\ ~ y-eeffiem- .. ~e This Employer Agreement is made and entered .into this Ii 7i1 day oflkal/i:J)t>f( \l8nd 2009 by and between City of Ocoee a Florida Municipal Corporation ("Employer"), and V'J" ~Y) Heartspoken Counseling Inc., ("Heartspoken Co~seling"). ~~rf\eX\-\-S Heartspoken Counseling Inc. Mental Health Services Agreement /~ ~ Recitals: The Employer desires to contract with Heartspoken Counseling and Heartspoken Counseling desires to contract with the Employer for Heartspoken Counseling to furnish certain mental health services to the employees of the Employer and/or their dependents on the terms and subject to the conditions contained herein. Acje;ndo..- Stc-H~tl ~ocl ~he CoYV' e.0T n v....m l:eYS, NOW, THEREFORE, for good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Employer and Heartspoken Counseling hereby agree as follows: ARTICLE I PROVISION OF PHYSICIAN OR PHYSICIAN EXTENDERS 1.01 Provision of Treatment Provider. Heartspoken Counseling shall furnish a psychiattist(s) or (2) Licensed Mental Health Counselor or (3) a psychologist(s) (hereafter collectively referred as "Treatment Providers"), to provide the Mental Health Services (as defined herein) at the offices of Heartspoken Counseling to the employees of the Employer and/ or the dependents thereof. Heartspoken Counseling is not committing to furnish a particular person as the Treatment Provider and, at any time and from time to time, Heartspoken Counseling may change the Treatment Provider. As used herein, the term "Mental Health Services" means, the services that Heartspoken Counseling agrees to furoish pursuant to this Agreement. The Mental Health Services Heartspoken Counseling agrees a Treatment Provider will furnish are listed on Exhibit A. The Employer and Heartspoken Counseling may, at any time and from time to time, amend or supplement Exhibit A by written agreement. 1.02 Standards of Treatment Provider Performance. Heartspoken Counseling shall contract with the Treatment Providers such that they are obligated to perform or deliver the following, under the Treatment Provider's direction and control: (a) The Treatment Provider shall determine his or her own means and methods of providing Mental Health Services in connection with this Agreement. (b) The Treatment Provider shall comply with all applicable htws and regulations with respect to the licensing and the regulation of providers, and all other Treatment Providers. (c) The Treatment Provider(s) shall provide the Mental Health Services in a manner consistent with all applicable laws and regulations of the United States of America and the State of Florida and in a professional manner consistent with Mental Health Services provided in the community. (d) The Treatment Provider shall maintain, during the term of this Agreement, Appropriate Credentials including: (1) A duly issued and active license to practice medicine and prescribe medication in the State of Florida, (2) A good standing with his or her profession and State of Florida professional association, and without any complaints against such person, (3) The absence of any involuntary restriction placed on his or her federal DBA registration, and (4) The absence of any plea or conviction of a felony. 1.03 Scheduling of Services. Heartspoken Counseling shall contract with the Treatment Provider to provide the Mental Health Services at a schedule agreeable with Employer. 1.04 Responsibilities of Parties. Heartspoken Counseling acknowledges and confirms that it is an independent contractor. The Treatment Provider shall be solely responsible for his or her actions and / or omissions and the actions and/or the omissions of any agent or any employee used by him or her in connection with providing the Mental Health Services contemplated by this Agreement. Employer shall not have any control or involvement in the independent exercise of medical judgment by the Treatment Provider, and the Employer shall incur no liability for the actions or the omissions of the Treatment Provider and/or any agent or any employee used by the Treatment Provider (in connection with this Agreement. For other and additional good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Heartspoken Counseling, on its behalf and on behalf of its successors and assigns, does hereby confirm, covenant and agreement indemnify, save, hold harmless and defend the CITY OF OCOEE, its officers, employees, elected and appointment officials, agents and representatives, as well as their sureties, employees, insurers, officers, successors, assigns and legal representatives (hereinafter the "Employer") from any and all liability against any and all loss, liability, costs, damages, expenses, claims, actions, suits demand or injuries of any type or nature wlultsoever, including interest, suit costs and reasonable attomeys fees for any purpose whatsoevel:, including trials and appeals, administrative hearings, and otherwise, that may occur as a result of but not limited to any complaint, action or inaction on the part of Heartspoken Counseling, its employees, officers, agents, contractors, representatives, subcontractors, successorS and assigns that the Employer may incur or become involved in as a result of the action or inaction on the part of Heartspoken Counseling. 1.05 Other Licensed Health Professionals. The Employer agrees and acknowledges that Treatment Provider may from time to time have other Health Professionals, as defined the next sentence, assist the Treatment Provider and/or replace the Treatment Provider during his or her regu1a.rly-scheduled rime at the Employer's place of business in the event of an emergency at the hospital or at the Treatment Provider's office Heartspoken Counseling will require the Treatment Provider to ensure that the services provided by replacement individuals do not exceed the scope of their professional training and licensure.. "Health Professional" shall mean a duly licensed nurse, medical doctor and licensed physician's assistant. 1.06 Medical Records. Heartspoken Counseling shall maintain medical records with respect to all of the patients, all of which medical records shall be mainmmed in a professional manner consistent with the accepted practice of the community in which the Treatment Provider provides the Mental Health Services in connection with this Agreement. Heartspoken Counseling shall also comply with the HIP AA privacy standards. All patient records maintained by the Treatment Provider in connection with this Agreement shall be the sole property of the Treatment Provider and Heartspoken Counseling. The Employer understands and agrees that all of the medical records and other protected health information maintained by the Treatment Provider will be held by the Treatment Provider in strictest confidence, and that the Employer will not be entitled to have access to the medical records maintained by the Treatment Provider, in the absence of an appropriate written authorization from the patient/ employee. 1.07 Quarterly Reports. Heartspoken Counseling shall provide to the Employer, no later than the last day of the month immediately following the end of each quarter of the calendar year, a written report of the Mental Health Services provided by Heartspoken Counseling employees during the immediately-preceding quarter. The written report shall be in form reasonably satisfactory to each of the Employer and Heartspoken Counseling and it is contemplated that the written report will report (a) the number of employees and dependents treated by any Treatment Provider during such immediately-preceding quartet, (b) the number of employees for whom supervisory referral treatment services were provided and (c) the number of employees and dependents for whom self referral treatment services were provided. ARTICLE II COMPENSATION 2.01 Monthly Fee. No later than the 10th day of each calendar month immediately following the receipt of the Heartspoken Counseling invoice, the Employer shall pay to Heartspoken Counseling the amount outlined in Exhibit A for furnishing services provided under this Agreement during the immediately-preceding calendar month. J!;~51000 ~02 Annual Maximum. The City will not exceed services equaling a total of ~ the contract year Ganuary to December). If an employee/dependent needs to continue treatment with Heartspoken Counseling past this annual maximum, the Treatment Provider will file a claim with the City's insurance cattier and the employee/ dependent will incur the required specialist copay. Hearlspoken will advise the City prior to the exhaustion of the $24,500 in order to notify employees/patients of the ch e . st arrangement. ~~5ICOD 2.03 Patient Cost. Prior to exhausting the ann $24,500 of ervices, employees and/ or dependents of the City will not incur a cost for eein reatrnent Provider at Heartspoken Counseling. Although the psychiatric service will be submitted to the City's insurance carrier, the patient will not be responsible for the ., t copay as would normally be collected. When the annual maximum 0 $24,500 s been exhausted, employees and/or dependents may continue to seek servic poken Counseling but will be charged a specialist copay as would normally be collected. $ S5 I oro ARTICLE III TERM AND TERMINATION 3.01 Tenn. This Agreement shall be for a term of one year commencing on the date of this Agreement, subject to earlier termination in accordance with this Agreement and subject to Employer budgeting for the services provided for in this Agreement. Unless either the Employer or Heartspoken Counseling gives written notice of nonrenewal to the other party at least ninety (90) calendar days prior to the end of the initial term or of any renewal tet:m, this Agreement shall be automatically renewed for additional periods of one year each. 3.02 Termination With or Without Cause. This Agreement may be terminated by either the Employer or Heartspoken Counseling, with or without cause, by providing the other party at least ninety (90) calendar days' prior written notice. 3.03 Effect of Expiration or Tennina.tion. The expiration or the termination of this Agreement shall not affect the obligation of the Employer to pay compensation to Heartspoken Counseling or pay for any outstanding invoice for the period prior: to such expiration or termination and shall not affect the obligation of Heartspoken Counseling to provide monthly reports for the period prior to the effective date of such expiration or such termination. ARTICLE IV MISCElLANEOUS 4.01 Notice. All notices and other communications permitted or required pursuant to this Agreement shall be in writing, addressed to the party at the address set forth a.t the end of this Agreement or to such other address as the party may designate from time to time in accordance with this Section 4.01. All notices and other communications shall be (a) mailed by certified, return receipt requested, postage pre-paid, (b) personally delivered or (c) sent by telecopy with a receipt confirmation. Notices mailed pursuant to this Section 4.01 shall be deemed given as of three days a.fter the date of mailing and notices personally delivered or sent by telecopy sha.ll be deemed given at time of receipt. 4.02 Transferability. Except as provided in Section 4.07, neither the Employer nor Heartspoken Counseling may assign or otherwise transfer this Agreement to a third party without the prior written consent of the other party, which may be given or withheld by the other party in its sole discretion. 4.03 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Employer and Heartspoken Counseling with respect to the subject matter hereof and supersedes all prior agreements. This Agreement shall not be amended or waived, in whole or in part, except in writing signed by both of the Employer and Heartspoken Counseling. 4.04 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the intemallaws of the State of Florida, without giving effect to its conflict of laws provisions. Venue for any litigation that may arise out of this Agreement with be the Orange County Courts. 4.05 Non-Disclosure. The Employer and Heartspoken Counseling shall take all reasonable steps to insure that information with respect to the terms of this Agreement or with respect to the business of the Employer and Heartspoken Counseling acquired by virtue of the position of the other party under this Agreement shall not be disclosed or used outside of the business of either party; provided, however, the foregoing restriction shall not apply to information (a) provided to government authorities as required by applicable law or applicable regulation or consented to by the patient; (b) furnished to healthcare providers involved in a particular patient's case; (c) which is or becomes public knowledge through no fault of either party; or (d) which is otherwise required to be disclosed by applicable law or applicable regulation or pursuant to a court order. 4.06 Access to Books and Records. Both of Heartspoken Counseling and the Employer agree to provide access to their books and records to the other party. 4.07 Successors. This Agreement is binding upon the parties, their successors and assigns. Thirty (30) days notice of any change in ownership, management, etc. shall be given to the Employer by Heartspoken Counseling. In such event, this Agreement may be assumed by Employer at its sole discretion upon a change of ownership, change of control, change in lrulnagement, reorganization, etc. I IN WI1NESS WHEREOf, the Employer lUld Heartspol:en Counseling have executed and dd!vered this Agreement 11$ of the: date .lint above ~nenj EmpIoyec Ciq DfOcoee. H:PD..n ~~~~ Br-~ ~p!/~ Br- ~ ~ 0 ~ /'l ~1 N:une: ~t'Tf1l\es ,t:) or IV ; Le IrA N . - - _ 1- .l- E- . ! Y"e..s" <?neo o.greR(r\.t(\\ Title: HVI. VV\" tV ( 5 (;'tAr C e 5' D I f. Trtle: I .I . ' 0 I 5-~-2~ Add=",ISb N LA:b:~ ,,' ~ ~ ~.P' 11, ).<<J9 . lY\OVJ S-, 20\ 0 I EXHIBIT A "SCOPE OF SERVICES" Training Seminars Seminars are large group meetings for an unlimited number of people. They are educational in nature and can be helpful for attendees to prevent future problems or help them to begin addressing cunent problems before they worsen. Seminars provide concepts and categories in which to think about a particular topic. Seminars can be structured for 1, 2, or 3 hours in length. 1 hour seminars are focused on providing introductory information about a given topic. 2 hour seminars are focused on giving more specified information and interaction with attendees with questions and answers. 3 hour seminars include providing information, questions and answers, and practicing some introductory practical skills to apply the material being taught. Topics Anger Management Stress Management Conflict Resolution Communication Skills Parenting Teenagers Parenting Children Marriage Building Personality Profiles - Myers Briggs Understanding Addictions T earn Building/Educational HR director may ask/ suggest other topics as needed or present through the year Fees - ad hoc 1 hour seminar - $500 2 hour seminar - $750 3 hour seminar - $900 Groups (CPT Codes include but not limited to 90849) Groups are confidential in nature, and they provide a setting for attendees to work through workbooks along with others group members who have similar challenges. Groups have an educational component, therapeutic component, and support component. They help attendees apply concepts and skills to their personal situation. Groups are limited to 6-8 people and are closed to newcomers. They last 1 % hours weekly, and the duration is a set number of weeks depending on the topic, usually 12-13 weeks. Attendees will be required to sign a confidentiality agreement to assure anonymity. Topics Anger Management Stress Management Marriage Addictions - Substances Addictions - Sex Parenting Children Parenting Teenagers Fees $55 per person per week Includes workbook andlor materials $55 x 12 weeks = $660 per person Individual Counseling and Family Counseling (CPT codes include but not limited to: 90822, 90807, 90829,90813,90846, and 90847) Individual counseling is confidential in nature and is provided within the context of the client's needs. It can include the individual, spouse, or other family members in the session. Individual counseling is helpful when the client has emotional, menta~ or behavioral problems that cause challenges for them to implement learned concepts and skills from the seminars or groups. Individual counseling sessions are 1 hour. They are usually scheduled once weekly but can also be bi-weekly if appropriate. Fees $100 per session Psychiatric Diagnostic Interview Examinations (90801) i.e., Initial Assessments All individuals that contact Heartspoken Counseling Inc. from the City of Ocoee will receive a complete Initial Assessment. This assessment will collect a thorough history of the client, evaluate the treatment needs, prioritize the treatment goals, make recommendations for treatment services, make referrals to the appropriate treatment providers, and provide the assessment results to the treatment providers. Initial Assessments include a 1 % hour interview with the client and written report with treatment plan and recommendations sent directly to the treatment providers. Fees $225 per assessment