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Ulliance
Enhancing People. Improving Business.
LIFE ADVISOR EMPLOYEE ASSISTANCE PROGRAM®
City of Muskegon
Service Agreement
This Life Advisor Employee Assistance Program®Service Agreement ("Agreement"), effective on the 1st
of January 2024 (the "Effective Date"), by and between City of Muskegon , including all divisions and/or
sites currently, and while under this Service Agreement are owned by City of Muskegon, ("Customer"),
and Ulliance, Inc., (and its successors and assigns) ("Ulliance"). Customer and Ulliance are collectively
referred to as the "Parties" and as "Party." Ulliance shall provide Employee Assistance services and
compensation therefore, according to the following terms and conditions:
1. Term: This Agreement shall become effective on the 1st of January 2024 and shall continue for a
minimum period of (1) one full year unless terminated as set forth herein.
2. Services to be Provided: Ulliance shall provide those services to the Customer's employees and
their eligible spouses and dependents ("Participants") located in the United States ("Services").
a. Consultation Prior to Life Advisor EAP® Implementation: To ensure compatibility with
Customer culture and other cost-containment, risk reduction and health promotion strategies,
Ulliance provides initial and annual consultation with key Customer officials.
b. Supervisor Life Advisor EAP® Orientation: Ulliance may provide upon Customer's
request, orientation for human resources, supervisors, managers and key employees, either
in person or via electronic media . While this is essential at the initiation of a new program, it
may be replicated periodically to accommodate new human resources staff and managers .
Supervisor Life Advisor EAP® orientation includes:
• Introduction to the Life Advisor EAP®.
• Recognition of employee personal performance problems.
• Clarification of the Life Advisor EAP® and human resources and supervisor's role with
assisting troubled employees.
• Effective management and documentation of employee work performance problems.
• Life Advisor EAP® referral types & related processes.
• Privacy, confidentiality issues and formal employee referral services available to
supervisors.
c. Employee Orientation: Ulliance may provide, upon Customer's request, Life Advisor EAP®
employee orientations either in person, or via electronic media to groups of Customer's
employees ("Employees") to familiarize them with the Employee Assistance Program services
and how they work.
d. Counseling Services: Ulliance may provide professional , advance degreed and
licensed/certified/credentialed counselors to assist Participants experiencing a variety of
personal problems and work-life challenges.
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Ulliance may respond to all calls or requests via website or mobile applications (where
applicable) for assistance. This may involve telephone consultation, on-line chat (where
applicable), or arrangements to meet at one of the counseling offices. Ulliance may assess
the Participant's concern, the type of assistance necessary, the nature and scope of the
problems, and the prudent course of action. A counselor will help the Participant define the
problem, or issue, and develop a course of action toward assisting them.
Ulliance may provide counseling in cases where a Participant's problem(s) can be managed
within a short-term counseling model otherwise known as the Resolution Model EAP®.
Ulliance will refer a Participant, when necessary, to longer-term counseling services, facilities
or to a community resource for the treatment of the Participant's problem, or issue. Ulliance is
not responsible for providing Life Advisor EAP Participants with insurance verification nor is
Ulliance responsible for any treatment costs or any costs whatsoever covered or not covered
by insurance. It is the Life Advisor EAP® Participant's responsibility to verify their insurance
eligibility, coverage, and to pay any and all deductibles, co-insurance and/or costs associated
with counseling/treatment rendered by, or through, treatment providers.
Ulliance does not control and is not responsible for the quality of services rendered by
resources or affiliate providers nor does Ulliance review or monitor their activities. A referral
by Ulliance to a resource or affiliate provider is not a recommendation, approval or
representation by Ulliance regarding the standards, quality, competence or adequacy of such
resource or its agents and employees or its facilities. The decisions as to whether to utilize a
resource or affiliate provider identified by Ulliance shall rest solely with the Participant who
has the sole and independent obligation to decide whether or not to contract with or otherwise
retain or employ such resource or affiliate provider. Ulliance does not assume any liability
regarding the Services performed by any resource or affiliate provider.
Ulliance may provide follow-up to Life Advisor EAP® Participants for continuing support and
furnish additional counseling services, as necessary.
Ulliance will provide a 24-hour telephone "Crisis Line" which will be listed on promotional
material distributed to Employees and/or displayed at the workplace.
Ulliance may promote the general health of the Participants by recommending and providing
information about community resources.
Ulliance may provide individual client case management for chemical abuse/dependency and
mental health problems.
Ulliance does not provide psychiatric service, psychological testing, detoxification, long-term
psychotherapy, specialized mental health treatment for autism, dyslexia or mental retardation,
child psychiatric services/testing, or inpatient, day treatment, residential or halfway house
services for chemical dependency or mental health problems.
Counseling will be available by appointment. Times will be scheduled to accommodate the
needs of the Participants in a timely manner, except on the following holidays: Christmas Eve,
Christmas Day, New Year's Eve, New Year's Day, Easter, Martin Luther King Day, Memorial
Day, Independence Day, Labor Day, Thanksgiving, and Thanksgiving Friday. Crisis
management services will be available at all times.
e. Enhanced Legal/Financial Access: The Ulliance Enhanced Legal/Financial Access services
provide up to 30 minutes of free initial consultation services with a network attorney and or a
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City of Muskegan Resolution Evergreen SA (2-26-2024)(Revised)
certified financial planning consultant. The financial and legal consultants are available for hire at
the discretion of the Participant. Participants will receive a discount off normal hourly rates when
working with a certified financial planner or legal consultant from a network of providers. It is
solely at the Participants' discretion to hire and continue any services with the consultant after the
initial consultation. Participant may not use the services against Customer. Ulliance is not
responsible for any legal or financial guidance provided or associated costs incurred in the event
that a Participant hires legal counsel or a financial consultant.
f. Human Resources and Management Services: Ulliance may provide a variety of Management
Services including:
• Human Resources and Management Consultations- The Customer will receive
unlimited consultations and interventions for human resources, managers/supervisors/key
personnel who are confronted with Employee policy violations or work performance
problems. These confidential consultations can help managers deal with troubled
Employees and difficult situations in the most effective manner.
a. Life Advisor EAP® "coaching" is provided to human resources, management and key
personnel who may be experiencing confusion, frustration, or personal distress as a
result of an Employee's personal performance problem and/or situation.
b. Ulliance provides consultation for human resources, managers, supervisors and key
personnel with Employees who are under "Last Chance" or "Return-To-Work"
guidelines for policy violations and other work performance problems to determine if a
work performance referral is appropriate.
• Work Performance Referrals: The formal referral process allows human resources, and
management to refer an Employee who is at risk of termination due to personal work
performance problems or Customer policy violations. This provides human resources and
management with direct information regarding an Employee's compliance with Life
Advisor EAP® direction and recommendation and providing the Employee with an
opportunity to help him/herself. Formal referrals provide management and, if appropriate,
union leadership, with assistance in helping Employees.
• Critical Incident Stress Debriefings: In the event the Customer experiences a critical
incident or crisis at the worksite (e.g., workplace violence, suicide, natural disaster,
fatality), Ulliance can provide on-site response. This service will help to reduce the
possibility of post-traumatic stress, normalize reactions to the incident, provide continued
support/counseling to those affected, and provide human respurces, management and or
union consultation to prevent recurrence and reduce overall long-term effects. In the event
of a disaster (i.e. natural disaster, terrorist attack, or other major event), Customer shall be
entitled up to a maximum of 7 hours for Critical Incident Stress Debriefing, (CISD)
services per single event.
g. Service Report: A Life Advisor EAP® Service Report will be provided to human resources
management. Only demographic information will be submitted. To ensure confidentiality this
information is limited to:
• Number of Employees using the Life Advisor EAP®.
• Number of Participants contacts.
• Demographics and types of problems identified.
• Number and types of referrals made.
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City of Muskegan Resolution Evergreen SA (2-26-2024)(Revised)
h. Printed Material: Ulliance provides the format and information to the Customer for notices to
Participants. However, it is the Customer's responsibility to print or to pay for the printing and
postage of, and to distribute, notices about the program to eligible Participants. Said notices shall
include, but not be limited to, posters, brochures or notices.
i. Travel Expenses: It is the Customer's responsibility to pay for all reasonable travel expenses
incurred by Ulliance associated with human resources, supervisor orientations, employee
orientations, Life Advisor EAP® implementation meetings, critical incident stress debriefings and
on-site consultations at locations more than 100 miles outside of areas served directly by local or
regional offices. Mileage reimbursements will be no more than IRS rate. Customer must provide
Ulliance with at least 72 hours advanced notice if it wishes to cancel any scheduled training, on-
site intervention or other on-site services. Reasonable travel expenses may include but not
limited to: airfare, hotel, commuter fees (taxi, tolls etc.). Customer will be charged for any non-
refundable costs incurred by Ulliance. Customer may have prior approval of any reimbursable
travel expense. For on-site Critical Incident Stress Debriefing's there is $150 per Counsellor travel
charge per trip to customer site.
j. Involvement in Legal Issues: Ulliance cannot be involved in any capacity with legal problems -
i.e., appearing in court for divorce/custody cases; writing reports for the courts for any legal
purposes; providing documentation to assist in the application process for FMLA or disability
claims; or with issues concerning the Customer, Participants or any bargaining agency or union
issues.
k. Fee Schedule: The Customer agrees to pay Ulliance based on a capitation rate of $2.50 Per
Employee Per Month. The quarterly Life Advisor EAP® fee will be based on an Employee
headcount number and census provided by the Customer prior to the beginning of each quarter.
Headcounts will include all current Customer Employees, and former Customer employees who
are eligible for Life Advisor EAP® coverage through COBRA-elected benefits. There is no fee for
Employees' dependent coverage. The Customer will pay Ulliance, Inc. on a quarterly basis, the
first payment due at the time of the start of the program and the following payments due upon the
receipt of a Life Advisor EAP® invoice. The Life Advisor EAP® capitated fee may be reviewed and
adjusted annually by Ulliance.
At the sole discretion of Ulliance, a late fee of 1.5% per month may be assessed on outstanding
balances in excess of 30 days. Ulliance reserves the right to amend its fees in the event of any
changes to Customer's benefit plan or in the event of any other program or administrative
changes due to state or federal law.
At the sole discretion of Ulliance, legal action may be taken on accounts with overdue balances in
excess of 120 days.
3. Taxes: All fees quoted and payable under this Agreement exclude taxes. Customer will pay or
reimburse Ulliance for all applicable sales, services and other taxes (excluding taxes on Ulliance'
net income) that may be levied upon the performance of services under this Agreement.
4. Plan Administration: The Customer as Plan Administrator shall retain all final authority for benefit
eligibility under any and all applicable insurance and claim administration Agreements and shall be
fully responsible for its compliance with all applicable laws. Customer will at its cost, distribute all
notices required by HIPAA to be provided by the Customer.
5. Participant Information: The Customer and Ulliance agree that any confidential Participant
information shall not be disclosed by Ulliance or the Customer without the written consent or
authorization of the Participant unless State or Federal law requires the sharing of information and
then only in strict compliance with the applicable law(s).
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City of Muskegan Resolution Evergreen SA (2-26-2024)(Revised)
6. Facilities: Ulliance shall provide or cause to be provided the physical facilities necessary for the
Services to be provided for counseling. The Customer shall provide the facilities for Life Advisor
EAP® presentations, training sessions and workshops Ulliance offers to the Customer and the
Participants.
7. Force Majeure: No failure, delay or default in performance of any obligation of Ulliance shall
constitute an event of default or breach of the Agreement to the extent that such failure to perform,
delay or default arises out of a cause, existing or future, that is beyond the control and without
negligence of Ulliance, including, but not limited to: action or inaction of governmental, civil or
military authority; fire, strike, lockout or other labor dispute; flood, war, terrorism, riot, theft,
earthquake and other natural disaster.
8. Program Information: The Customer understands that the Employee Assistance Program
information is confidential and proprietary to Ulliance and agrees to protect the confidentiality of any
Ulliance program or service the Customer may acquire in the course of dealing with Ulliance. The
Customer shall not disclose any such information to any person or organization without the express
written approval of Ulliance. The Customer shall also use its best efforts to ensure that its
employees or agents participating in Ulliance programs shall not disclose Ulliance program
information.
9. Insurance: ULLIANCE will procure and maintain, at its own expense, the following insurance to be
in effect during the entire term of this Agreement. Employer acknowledges that ULLIANCE is fully-
insured for purposes of this Agreement. ULLIANCE shall provide Employer with certificates of such
insurance within thirty (30) days of the receipt of a written request, covering the following risks:
General Liability for bodily injury and property damage with limits of $1,000,000 for each
occurrence and $3,000,000 annual aggregate. Additionally, Employer shall be listed as an
additional insured party on this policy.
Workers' Compensation insurance with the applicable statutory requirements including
Employers Liability for $500,000 per occurrence.
Liability Insurance with respect to General Liability, Commercial Automobile Liability, and
Workers' Compensation with limits of $5,000,000.
Professional Liability with limits of $1,000,000.
Employer will procure and maintain, at its own expense, the following insurance to be in effect
during the entire term of this Agreement. Employer shall provide ULLIANCE with certificates of
such insurance within thirty (30) days of the receipt of a written request, covering the following
risks:
General Liability for bodily injury and property damage with limits of $1,000,000 for each
occurrence and $3,000,000 annual aggregate.
Workers' Compensation insurance with the applicable statutory requirements including
Employers Liability for $500,000 per occurrence.
Liability Insurance with respect to General Liability, Commercial Automobile Liability, and
Workers' Compensation with limits of $5,000,000.
Liability. With respect to any claim brought in connection with the Services provided under
this Agreement, each party will be solely responsible for all costs, damages, and expenses
(including but
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City of Muskegan Resolution Evergreen SA (2-26-2024)(Revised)
not limited to reasonable attorney's fees) for its own negligent actions or omissions and negligent
actions or omissions of its employees and contractors.
10. Clause Headings: The clause headings appearing in this Agreement have been inserted for the
purpose of convenience and ready reference. They do not purport to, and shall not be deemed to,
define, limit or extend the scope or intent of the clauses to which they appertain.
11. Facsimile/Signed Electronic Transmissions: Facsimile or signed electronic transmission of an
executed copy of this Agreement or any amendments hereto shall be accepted as evidence of a
party's execution of the Agreement or amendment.
12. Termination and Notice: This Agreement may be terminated by either party for a breach of the
terms in this Agreement by the other Party which is not corrected within 45 days following the
receipt of written notice thereof. This agreement may not be terminated otherwise during the
Agreement service period specified in paragraph 1 above (initial term). Discontinuation of Services
without cause may occur only at the conclusion of a given term of service, with the Customer
providing a 90-day notice of termination prior to the renewal date. In the event the Customer elects
to terminate this Agreement without a breach during the service period, the Customer will be
responsible for paying the total sums due for the remainder of the service term specified in
paragraph 1, in addition to any other payments due Ulliance, whether or not Ulliance continues to
provide Employee Assistance services. For purposes of this Agreement, notice shall be deemed
received when deposited in the mail by certified or registered letter.
13. Severability: If and to the extent any provision of this Agreement is held illegal, invalid or
unenforceable in whole or in part under applicable law, such provision of such portion thereof will
be ineffective as to the jurisdiction in which it is illegal, invalid or unenforceable to the extent of its
illegality, invalidity or unenforceability and will be deemed modified to the extent necessary to
conform to applicable law so as to give the maximum effect to the intent of the parties. The
illegality, invalidity or unenforceability of such provision in that jurisdiction will not affect the legality,
validity or enforceability of such provision or any other provisions of this Agreement in any other
jurisdiction.
14. Miscellaneous Provisions:
a. This Agreement may be executed in several counterparts, each of which shall be deemed an
original and which together shall constitute one and the same instrument.
b. This Agreement contains the entire understanding of the Parties and shall be amended only by
written instrument signed by both Parties.
c. This instrument shall be governed by and interpreted under Michigan law.
d. This Agreement shall be binding upon the Parties, all divisions and/or sites, any part thereof, their
successors, acquiring all or any part of contracted Customer, and assigns.
Ulliance, Inc. City of Muskegon
900 Tower Drive, Suite 600 933 Terrace St
Troy, Ml 48098 Muskegon, MI49440
248-680-4611 231-724-6703
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City of Muskegan Resolution Evergreen SA (2-26-2024)(Revised)
Contract No.2456BB
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PRINTED NAME: Todd Lancaster PRINTED NAME : Kenneth D. Johnson
TITLE: Vice President of Sales & Marketing TITLE : ~M-=a'-'-y~o~r- - - - - --.-- - - -
DATE: 2/22/2024 DATE: _ _ _c3j
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BY:~ -~ ~ ,
PRINTED NAME: Ann M. Meisch
TITLE: City Clerk
DATE: JL;:)'1/jf
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City of Muskegan Resolution Evergree n SA (2-26-2024)(Revised)
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