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HomeMy WebLinkAbout2023-196-E-Human Resources-Unum Group-Behavioral HealthRevised 06/21 1 [Departmental Use Only] TITLE Behavioral Health FY 2023/2024 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 24th day of April, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Unum Group, a Delaware corporation (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Behavioral health solutions. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F Revised 06/21 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider may subcontract the performance of any work under this Agreement without prior written permission of the County, provided that Provider shall remain fully responsible and liable for the acts and omissions of its subcontractors. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F Revised 06/21 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Unum Behavioral Health Solution, as described in Exhibit A, attached hereto and incorporated herein by reference. 4. Duration of Services a. Term. The term of this Agreement shall be from 6/1/2023 to 6/30/2024. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 6/1/2023. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed eighty thousand six hundred Dollars ($86,900). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Brenda Bartholomew, Human Resources Director) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F Revised 06/21 4 during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of Cyber liability insurance with minimum coverages set at $1,000,000/$2,000,000 (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons, in each instance caused in whole or in part by the gross negligence or willful misconduct of the Provider except to the extent same are caused by the gross negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. For the avoidance of doubt, nothing in this clause 8(a) shall supersede or invalidate the provisions of Section 10 from the Basic Service Terms & Conditions included in Exhibit A. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination of the County. This Agreement may be terminated by the County based on Provider’s material breach upon seven (7) days’ prior written notice to the Provider; provided, Provider has not taken all reasonable actions to remedy the breach. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F Revised 06/21 5 written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F Revised 06/21 6 and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F Revised 06/21 7 of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention: Brenda Bartholomew Maxime Guillaume P.O. Box 8181 AVP, Digital Offerings Hillsborough, NC 27278 2211 Congress Street Portland ME 04102 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F Revised 06/21 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Maxime Guillaume, AVP, Digital Offerings Printed Name and Title DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F 4/24/20235/9/2023 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Unum Group Party/Vendor Contact Person: Caitlin Jackson Contact Phone: 215-595-4732 Party/Vendor Address: 2211 Congress Street City Portland State: ME Zip: 04102 Department: Human Resources Amount: $86,900 Purpose: Behavioral Health Budget Code(s): Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date June 1, 2023 Approved by Board Yes No Agenda Date: 3/21/2023 Item 6b --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficie ncy of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F 4/24/2023 4/25/2023 5/8/2023 5/9/2023 5/9/2023 Prepared for: Orange County North Carolina Proposal Date: 2/03/2023 Proposal Expiration Date: 3/03/2023 Support employees’ mental health, empower HR Proposal & Pricing Unum Behavioral Health provides employees with individualized treatment pathways and self-guided education to understand and improve their behavioral health. Unlike traditional approaches that suffer from low utilization or questionable impacts, Unum Behavioral Health engages employees and empowers HR with visibility, reporti ng and communication tools that help ensure success and show results. Our solution includes: EASY ACCESS TO HELP • A mobile-friendly mental wellness hub provides a simple "front door" for all Unum Behavioral Health resources • Engaging orientation with a 10-minute video introduction to mental health and breaking the stigma • A 10-minute reflective exercise, grounded in clinically validated questionnaires, to help determine the best course of action • We engage your employees in the delicate topic of mental health with initial welcome emails, informative content and automated reminder emails INDIVIDUALIZED TREATMENT • 12-week evidence-based treatment—app- based clinical curriculum with licensed therapist for those with anxiety and depression • Coaching for stress and resiliency—video intake call, text check-ins and structured stress-management curriculum with support from a certified coach • Self-guided program with access to personalized and structured content to be used at one’s own pace, including guided meditations, videos and articles • Case-by-case referral support to medical network providers for those suffering from substance abuse or behavioral health disorders other than anxiety and depression EDUCATION PROGRAM • Resource library that includes a collection of helpful content pieces, including articles, videos, and activities on topics for all employees— including those who are mentally healthy • People manager training: Modules within the online mental wellness hub that provide managers with the insight to support their team and recognize when an employee is experiencing a mental health challenge • Mental health first aid: a live program that teaches participants how to identify and help individuals who may be experiencing a mental health, substance use, or work and life challenge and connects them with the appropriate resources (one training class per 1,500 employees) • Executive education: Live training from accredited industry experts helping executives address the culture around mental wellness DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F © 2022 Unum Group. All rights reserved. Unum is a registered trademark and marketing brand of Unum Group and its insuring subsidiaries. Unum, Unum Group and its insuring entities (“Unum”) do not provide medical care and cannot guarantee clinical outcomes. Unum is not intending to treat, diagnose, cure or prevent any condition or disease. Any such treatment recommendations or services of that nature are provided by third parties. All material provided here is for educational purposes. Individuals should always seek the advice of their physician or other qualified health-care provider with any questions they have regarding a medical condition and other health programs. Unum intends that the Behavioral Health solution be offered as an EAP excepted benefit. Whether the solution is an EAP excepted benefit will depend on how the Behavioral Health solution fits within the benefit plans offered by the implementing plan sponsor. Plan sponsors remain responsible for compliance with applicable group health plan laws. We encourage plan sponsors to consult with their legal counsel about the implications of offering the Behavioral Health solution alongside the other benefit plans they are sponsoring. NS-817100-1 FOR BROKERS AND EMPLOYERS (2-22) PROVABLE RESULTS • High-caliber data and reporting that prove return and investment and informs decision-making • Provides a single source for behavioral-health-related success metrics and key performance indicators • Shows employee engagement levels with various aspects of the program, including each treatment pathway • Tracks the effectiveness of the pathways as measured by clinical- symptom reduction and productivity improvement CUSTOMER SUCCESS MODEL • Consultative onboarding and launch • Communication and email campaigns are handled by a Unum team to drive engagement • Monthly success check-in meetings to review progress and results for engagement and effectiveness • Regular feedback sessions with opportunity to inform future enhancements and expansions of the solution SELF-THERAPY WITH IONA MIND • Iona Mind is an app-based program to help you become your own therapist. It’s based on Cognitive Behavioral Therapy and will help you learn the skills to deal with anxiety, worry, stress and low mood. You’ll learn evidence-based skills, practice them, and track your progress to achieve your goals. You’re in control every step of the way. • It’s private, accessible 24/7 and available to you at no cost. To find out more about how Unum cares for your employees, click to watch this video To learn more about Unum Behavioral Health https://www.unum.com/employers/solutions/behavioral-health Pricing: Assuming 900 Employees Implementation Fees - $5,000 Optional Training Costs: $2,500 for Executive Training and $6,500 for Mental Health First Aid Training Fees Waived FLAT FEE $8.00 PEPM $7.00 PEPM Mental Health Awareness Month Promotion UTILIZATION BASED PRICING $2.75 PEPM $1,250 fee per each 12-Week Therapy Participant $300 fee per each 8-Week Coaching Participant DocuSign Envelope ID: 1BC75E24-62F1-42DA-9753-FA7D8008647F