HomeMy WebLinkAbout2002 NS Manager - Town of Hillsborough for Employee Assistance Program Contract Renewal 3
Attachment 1
ORANGE COUNTY
HILLSBOROUGH
NORTH CAROLINA
Manager's Office Established 1752
July 1, 2002
MEMORANDUM
TO: Eric Peterson, Hillsborough Town Manager
FROM: John Link, Orange County Manager
SUBJECT: Memorandum of Agreement for Employee Assistance Program
This memorandum outlines the approved agreement between the Town of Hillsborough and
Orange County to include the Town of Hillsborough as a subgroup under Orange County's
contract with Magellan Behavioral Health for an Employee Assistance Program (EAP).
1. General
The Town of Hillsborough accepts and will abide by the terms and conditions of Orange
County's contract with Magellan Behavioral Health.
2. Coverage
The Town of Hillsborough's permanent employees and their eligible dependents.
3. Period Covered
The coverage will extend from July 1, 2002 through June 30, 2004 unless the County should
terminate its EAP contract with Magellan Behavioral Health prior to this date.
4. Costs
The annual EAP rate will be $1.54 per employee per month effective July 1, 2002. The
estimated annual cost for Hillsborough's 80 employees is about $1,498 for the period July 1,
2002 through June 30, 2003. As agreed, the Town of Hillsborough will pay Orange County
in full at the beginning of each fiscal year. For additional information, please refer to the
contract.
If the foregoing agreement is acceptable, please sign the original of this letter and return it to
me for signature.
By: By:
Eric Peterson John M. Link, Jr.
Hillsborough Town Manager Orange County Manager
Date: Date:
Attachment 2 4,
v
SERVICES AGREEMENT
THIS SERVICES AGREEMENT(this"Agreement")is entered into as of this 1 day of July, 2002
(the"Effective Date")by and between MAGELLAN BEHAVIORAL HEALTH,INC.,and/or VISTA
BEHAVIORAL HEALTH PLANS,as indicated on the signature page below,on behalf of itself and its/their Affiliates,
(collectively,as appropriate,"Magellan")and ORANGE COUNTY("Sponsor"). As used herein,unless otherwise
indicated,capitalized terms shall have the meanings set forth in Article V.
RECITALS
WHEREAS,Sponsor has requested Magellan to provide certain employee assistance program services and
WHEREAS,Magellan agrees to provide such services in accordance with the terms and conditions of this
Agreement.
NOW,THEREFORE,in consideration of the mutual covenants and promises set forth herein and for other
good and valuable consideration,the receipt,adequacy and sufficiency of which are hereby acknowledged,
Magellan and Sponsor hereby agree as follows:
ARTICLE I
SERVICES;SERVICE FEES
1.1 Services. Magellan agrees hereby to provide the Services to Sponsor during the Term and
according to the terms and conditions of this Agreement as well as the"Fee Schedule and Conditions of Offer"
attached as Addendum C.
(a) For purposes of this Agreement,"Basic Services"means the following Services:
(1) Account Management. The Magellan Account Manager serves as the point of
contact and is responsible for answering questions about Magellan products,resolving service delivery issues,
facilitating consultation on behavioral health topics,and advising Sponsor how it can most effectively use the
Magellan EAP.
(2) Toll-Free Telephone Access. Magellan shall maintain a toll-free 1-800 or 1-888
telephone access line(the"Access Line")24 hours per day,7 days per week,to provide Participants access to
assessment,counseling,referral and emergency crisis intervention services.Magellan shall provide telephonic
services only or up to a designated number of face-to-face Sessions(as deemed below)per Participant per problem
per year,based on the model selected by Sponsor designation on the"Fee Schedule and Conditions of Offer"
attached as Addendum C.
(3) Professional Services. Except as otherwise provided in this Agreement,all
direct clinical services provided through the Access Line shall be provided by EAP Clinicians. All face-to-face
clinical Sessions shall be conducted by Participating Providers who have at least a Master's level degree in the
appropriate field or such other training and practical experience that qualifies them to provide the applicable EAP
Services.
(4) Employee Communications. Magellan will provide to Sponsor for
dissemination to its Employees brochures,wallet cards,quarterly employee newsletters,posters and manuals.If
ERISA is applicable,Sponsor,or its designee,shall be deemed the Plan Administrator and Named Fiduciary under
ERISA with respect to other communications.
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(5) Treatment Compliance Monitoring. To the extent that an Employee so elects
or if Sponsor makes a mandatory referral,then Magellan shall(1)monitor the compliance of the Employee with
respect to treatment recommendations received in connection with EAP Services and(2)provide regular telephonic
recovery support to the Employee with regard to chemical dependency treatment.
(6) Management Consultation. Magellan shall respond to inquiries by Sponsor's
managers and supervisors with consultation in dealing with troubled Employees whose problems are affecting job
performance.Consultations may include(a)coordinating Employee referrals to EAP Services,(b)discussing high-
risk situations which may lead to a threat of violence in the workplace,(c)facilitating the return of an Employee to
work,and(d)assessing and facilitating critical incident intervention. Magellan shall not disclose confidential
information relating to any Employee without the authorization of such Employee. Sponsor agrees to pay Magellan
based on the Fee Schedule and Conditions of Offer attached as Addendum C for management consultation services
performed by Magellan in excess of the number,if any,included in the Basic Services.
(7) Critical Incident Stress Debriefing, At Sponsor's request,Magellan shall
provide CISD(as defined below)services to Sponsor's management and Participants to counter emotional distress
caused by catastrophic or traumatic events.Sponsor agrees to pay Magellan based on the Fee Schedule and
Conditions of Offer attached as Addendum C(excluding hours spent by Magellan planning and coordinating such
CISD),plus expenses,for CISD services performed by Magellan hereunder in excess of the number,if any,
included in the Basic Services.
(8) Training and Orientations. Magellan shall provide training to Sponsor's
supervisors and employees to explain how they can make use of EAP Services.Additional training beyond the
number of hours set forth in the Fee Schedule and Conditions of Offer attached as Addendum C is available on a per
hour basis as indicated in the Fee Schedule. Sponsor agrees to pay Magellan based on the Fee Schedule and
Conditions of Offer attached as Addendum C for training services performed by Magellan in excess of the number,
if any,included in the Basic Services.
(9) Records and Reporting. Magellan shall maintain a record for each Participant
who contacts Magellan for EAP Services. Subject to the restrictions of Section 3.1,Magellan shall provide one or
more statistical reports of Participant utilization of EAP Services. Such reports shall reflect Sponsor-specific data
however,the reports will not include Participant-specific clinical information or other patient-identifiable
information.
(10) Run-Off Services. Sponsor acknowledges that,at the time of termination of this
Agreement,some Participants may be engaged in counseling. Accordingly,Sponsor shall allow Magellan to
continue to provide such EAP Services or to make other clinically acceptable arrangements for continued provision
of Services,provided,however that Sponsor shall not be responsible for payment for more than the maximum
number of Sessions specified in Fee Schedule and Conditions of Offer attached as Addendum C. Sponsor agrees to
pay Magellan additional Service Fees at the rate indicated in the Fee Schedule and Conditions of Offer attached as
Addendum C for each Session of EAP Services provided to a Participant pursuant to this section. The rights and
obligations set forth in this section shall survive the termination of this Agreement.
(b) For purposes of this Agreement,"Optional Services"means the following Services:
(1) MagellanAssist Coached Services. If Sponsor has selected MagellanAssist
Coached Services as indicated by the designation on the Fee Schedule and Conditions of Offer attached as
Addendum C,then Magellan shall provide Participants with access to Magellan's web-based multi-session program
of individual coaching and feedback assembled and monitored by a licensed clinician,utilizing the principles of
cognitive behavior therapy.
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(2) Legal Consultation Services. If Sponsor has selected Legal Consultation
Services as indicated by the designation on the Fee Schedule and Conditions of Offer attached as Addendum C,then
Magellan shall provide Participants with access to attorneys who can assess and assist with the routine legal needs
of such Participants,except for legal needs relating to employment law. Participants engaging attorneys through
this process shall be entitled to one free initial consultation per problem,either by telephone or face-to-face at the
option of the Participant,and to a 25%reduction in the attorney's usual and customary fees for legal work beyond
the initial consultation.
(3) WorkLife Resource and Referral Services. If Sponsor has selected Resource
and Referral Services as indicated by the designation on the Fee Schedule and Conditions of Offer attached as
Addendum C,then Magellan shall provide Participants referral and information services for child and elder care,
education and adoption assistance and other work/life services.
(4) Convenience Services. If Sponsor has selected Convenience Services as
indicated by the designation on the Fee Schedule and Conditions of Offer attached as Addendum C,then Magellan
shall provide Participants referral and information services for pet care,relocation and home repair/improvement.
(5) Nurse Line Services. If Sponsor has selected Nurse Line Services as indicated
by the designation on the Fee Schedule and Conditions of Offer attached as Addendum C,then Magellan shall
provide Participants access to registered nurses 24 hours a day,seven days a week,to respond to Participants'
general health concerns and to furnish health education and counseling on health decisions.Callers will have a
choice of talking to a nurse or being directed to an audio library of health information.
(6) Financial Consultation Services. If Sponsor has selected Financial Services as
indicated by the designation on the Fee Schedule and Conditions of Offer attached as Addendum C,then Magellan
shall provide Participants access to trained,degreed,financial professionals. Financial Services include consultation
on debt management,basic fmancial planning,insurance,retirement,savings and investments,vacations,family
issues and home issues.
1.2 Payments. As consideration for Magellan's agreement to perform the Services,Sponsor agrees to
pay Magellan Service Fees on a timely basis for performance of the Services including,without limitation,the Basic
Fees and all Supplemental Fees,as may be adjusted according to the provisions of this Agreement and in
accordance with the following terms and conditions:
(a) Magellan shall invoice Sponsor during the Term for Service Fees hereunder quarterly in
advance.To the extent that any Service Fees are incurred on a fee-for-service basis,Magellan will invoice Sponsor
for Supplemental Fees incurred at the next regular billing interval. After the Term,Magellan shall,at such times as
it deems appropriate in its discretion,invoice Sponsor for all Service Fees which remain due and payable under this
Agreement.
(b) Sponsor shall pay invoiced Service Fees to Magellan within thirty(30)days of Sponsor's
receipt of such invoice. All payments due to Magellan hereunder shall be addressed to:
Magellan Behavioral Health,Inc.
W4050 MBH
P.O.Box 7777
Philadelphia,PA 19175-4050
(c) Sponsor shall pay interest at the rate of one and one-half percent(1.5%)per month on all
payments due hereunder that are not received by Magellan within thirty (30)days of the date when due. In
addition,Sponsor shall reimburse Magellan for any costs Magellan incurs,including without limitation reasonable
attorney fees,with respect to the collection of any late payment of Service Fees.
Magellan Behavioral Health,Inc. 3 Rev.07/27/01
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(d) No later than ninety(90)days prior to the Contract Anniversary Date,Magellan shall
provide Sponsor with new rates for the Services under this Agreement to go into effect on such Contract
Anniversary Date.
ARTICLE II
TERM;TERMINATION
2.1 Term. The term of this Agreement shall be for two years,extending from the Effective Date.
Thereafter,the Agreement shall be automatically renewed for successive one-year terms from the Contract
Anniversary Date unless terminated as provided in Section 2.2(a)of this Agreement or either party gives the other
written notice of nonrenewal not less than sixty(60)days prior to the expiration of the term of this Agreement or
any renewal thereof.
2.2 Termination.
(a) Either party may terminate this Agreement for cause,provided that,the complaining
party shall provide at least thirty(30)days'written notice to the breaching party specifying the nature and,so far as
then known,the extent of the breach and the action required to correct the breach. The breaching party shall be
afforded thirty(30)days(or such additional time as the complaining party may determine,as confirmed in writing,
to be reasonable)to cure the breach or,as determined by the complaining party,to achieve substantial cure if a
complete cure cannot be reasonably effectuated within the designated period. If the breach remains uncured at the
expiration of the designated period,this Agreement may be terminated by written notice given by the complaining
party at any time while the breach remains uncured thereafter.
(b) Notwithstanding Section 2.2(a),Magellan may terminate this Agreement due to
Sponsor's failure to comply with its payment obligations under Section 1.2 if payment is not received by Magellan
within sixty(60)days of Sponsor's receipt of invoice,and such termination shall be effective,unless previously
cured,as of the date fifteen(15)days from the date of written notice provided by Magellan to Sponsor. If Magellan
receives such payment in satisfaction of delinquent Service Fees more than fifteen(15)days after the issuance of its
notice of termination,Magellan may,in its sole discretion,either deny or accept Sponsor reinstatement.
ARTICLE III
GENERAL COVENANTS AND OBLIGATIONS
3.1 Confidentiality,Proprietary Rights,Records.
(a) Confidentiality of Participants will be protected in accordance with applicable state and
federal law.All client records will be held in a confidential manner and will be the property of Magellan.
(b) Sponsor expressly acknowledges that Magellan has developed manuals,procedures,
processes,publications,systems,management reports,knowledge,names,logos,trademarks,service marks and
information related to the Services which are proprietary in nature and which constitute trade secrets or other
intellectual property of Magellan(collectively,the"Proprietary Materials"). Sponsor agrees that the Proprietary
Materials shall remain the sole property of Magellan and that Sponsor will refrain from interfering with and/or
appropriating any of Magellan's proprietary rights therein.
3.2 Sponsor Coo eration. Sponsor agrees to cooperate with Magellan in Magellan's performance of
the Services by furnishing,among other things,timely reports and information in a form and manner specified by
Magellan,including the number of Employees covered under the Plan and such other information as may be
necessary for performance of Services.
Magellan Behavioral Health, Inc. 4 Rev.07127101
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3.3 Emvlovee Count. As of the Effective Date,the Employee Count will be as set forth on
Addendum A. If at any time prior to or during the Term,the number of Employees increases or decreases by more
than fifteen percent(15%)relative to the last reported Employee Count,Sponsor shall notify Magellan of such
change,and the basic fee(s)shall be adjusted in the next billing cycle to reflect the correct Employee Count. As
appropriate,such adjustments may be made retroactively. If Sponsor's Employee Count decreases to less than ten
(10)Employees in any billing cycle,Sponsor will be billed for a minimum of ten(10)Employees.
3.4 Provision of Services.
(a) Generallv. Magellan,in its sole discretion,shall provide the Services hereunder either
through its employees or the employees of an Affiliate of Magellan,or by retaining,directly or indirectly through an
Affiliate of Magellan,independent contractors to provide the Services.
(b) Compliance with Law. Magellan shall obtain and maintain,at its sole expense,all
licenses and permits necessary for it to perform the Services. Sponsor agrees to provide such information and
documents as may be necessary to assist Magellan in obtaining or maintaining such licenses or permits. Magellan
and Sponsor agree to comply with all applicable Legal Requirements.
(c) Insurance. Magellan agrees to obtain and maintain during the Term the following
insurance coverages: (a)comprehensive general liability in a minimum amount of three million dollars
($3,000,000)in the aggregate and one million dollars($1,000,000)per occurrence(in excess of deductible amounts)
and(b)professional liability insurance in a minimum amount of five million dollars($5,000,000)in the aggregate
and per occurrence(in excess of deductible amounts).
(d) Special Terms in California. If Sponsor has Employees in California,as indicated on
Addendum A,special terms,set forth in Addendum B to this Agreement,apply in California in order to comply with
the Knox-Keene Health Care Service Plan Act of California. In the event of any conflict between the provisions in
Addendum B and the remainder of the Agreement,the provisions of Addendum B control with respect to Participants
located in the State of California.
ARTICLE IV
MISCELLANEOUS
4.1 Survival. In addition to those covenants and obligations,if any,specified elsewhere herein to
survive,the covenants and obligations contained in Sections 1.2 and 3.1 shall survive the termination of this
Agreement.
4.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed
to have been duly given when(i)delivered personally or(ii)received by the addressee,if sent by telecopier(receipt
confirmed by telephone),Express Mail,Federal Express or other express delivery service(receipt requested)or by
registered or certified mail,return receipt requested,in each case to the other party at the following addresses and
telecopier numbers(or to such other address or telecopier number for a party as shall be specified by like notice;
provided that notices of a change of address or telecopier number shall be effective only upon receipt thereof):
To Magellan: Magellan Behavioral Health,Inc.
10150 South Centennial Parkway
Sandy,Utah 84070
Attention:Legal Department
telecopier: (801)256-7088
To Sponsor: the address set forth on Addendum A
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4.3 Status of the Parries. Magellan and Sponsor agree that Magellan and all Providers are
independent contractors with respect to the Services performed under this Agreement and,except as otherwise
specifically provided in this Agreement,(a)no Provider is the agent of Magellan or Sponsor nor is any Provider
authorized to act on behalf of Magellan or Sponsor in any manner and(b)neither Magellan nor Sponsor is the agent
of the other,nor is either party authorized to act on behalf of the other in any manner.
4.4 Waiver. The failure of either party in any one or more instances to insist upon strict performance
of any of the terms and provisions of this Agreement,or to exercise any option conferred herein shall not be
construed as a waiver or relinquishment,to any extent,of the right to assert or rely upon any such terms,provisions
or options on any future occasion.
4.5 Governing Law. This Agreement has been entered into between the parties in the State of Utah
and the laws of such state,without reference to its choice of law rules,shall govern its interpretation and
enforcement,except as such laws may be preempted by ERISA.
4.6 Severability. If any of the provisions of this Agreement shall be invalid or unenforceable by a
court with jurisdiction over the parties to this Agreement,such invalidity or unenforceability shall not invalidate or
render unenforceable the entire Agreement.
4.7 Authority. Each party hereto represents and warrants to the other that the person executing this
Agreement on behalf of such party has been duly authorized to execute and deliver this Agreement on behalf of said
ply.
4.8 Entire Agreement,Modification. This Agreement represents the entire agreement between the
parties and supersedes any and all previously written or oral agreements or understandings. This Agreement may
only be changed in writing signed by Magellan and Sponsor.
4.9 Limited Liability and Warranties. Magellan warrants that it or its subcontractors will make every
effort to ensure the accuracy of the information or the appropriateness of any service or product provided to
Participants. Referrals given by Magellan to Participants for elder or child care,legal services or other community
services are not endorsements or recommendations for the referred programs or providers. The responsibility for
selecting and engaging such providers lies solely with the Participant. Vendors and other providers of elder or child
care,legal services,convenience services or other community services are not and shall not be deemed agents of
Magellan or Sponsor.
4.10 Exclusions.
(a) For purposes of this Agreement,the term"Participant"shall be deemed to exclude all
Participants(as otherwise deemed)whose residence or place of employment with Sponsor is located outside of the
United States,Puerto Rico or Canada unless Sponsor has selected International Services as indicated by the
designation on the Fee Schedule and Conditions of Offer attached as Addendum C and notifies Magellan of the
location(s)of the Participants eligible for International Services.
(b) Coverage is not available to Sponsor's employees by employee choice under a cafeteria
plan.
(c) EAP services do not include any of the following:
(i) Gatekeeping to the behavioral component of Sponsors group health plan;
(ii) Evaluations required by any state or federal judicial officer to other
governmental official or agency mandating that a Participant undergo
counseling;
Magellan Behavioral Health,Inc. 6 Rev. 07127101
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(iii) Performance evaluations or recommendations to be used in child custody
proceedings,child abuse proceedings,criminal proceedings,workers
compensation proceedings,or any legal actions of any kind;
(iv) Performance of professional assessments for fitness for duty determinations or
excuses for leaves of absence or time off;
(v) Treatment for any problem or condition that is not amenable to resolution in
brief counseling.
ARTICLE V
DEFINITIONS
For the purposes of this Agreement,the following terms shall have the meanings specified or referred to below.
5.1 "Affiliate"means a legal entity related by common ownership,management or control.
5.2 "Agreement'means this Services Agreement,including the Fee Schedule and Conditions of Offer
attached as Addendum C and all other appendices,exhibits and schedules hereto,which are hereby incorporated
herein by this reference.
5.3 "CISD"or"Critical Incident Stress Debriefing"means response to and consultation in connection
with a sudden,unanticipated incident or circumstance that produces a high degree of distress in the affected
workplace of Sponsor or an immediate or delayed emotional reaction by Participants,including Employees,that
surpasses normal coping mechanisms.
5.4 "COBRA Continuee"means any natural person eligible to receive benefits under EAP by virtue
of electing to continue group health benefits under the Consolidation Omnibus Budget Reconciliation Act or 1985
(COBRA).
5.5 "Contract Anniversary Date"shall mean the date that is two years after the Effective Date and
each subsequent anniversary of such date.
5.6 "Contract Year"shall mean the contract period,commencing with the Effective Date or a Contract
Anniversary Date,as applicable,and ending twelve months later.
5.7 "Dependent"means any natural person residing with an Employee on a non-commercial basis.
5.8 `BAP Clinician"means an employee of Magellan or of an Affiliate of Magellan who is a clinical
professional licensed or certified under applicable state law to provide treatment in the areas of mental health and
substance abuse.
5.9 "Effective Date"shall mean that date first set forth at the beginning of this Agreement,which
shall be no sooner than thirty(30)days following notice to Magellan of Sponsor's intent to enter this Agreement.
5.10 "Emvlovee"means any natural person eligible to receive Services by virtue of being a current
employee or COBRA Continuee of Sponsor.
5.11 `Employee Assistance Program Services"or`BAP Services"means those Services described in
Section 1.1(a)to this Agreement.
5.12 `Employee Count"shall mean the number of Sponsor's Employees.
5.13 "ERISA"means the Employee Retirement Income Security Act of 1974,as amended.
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5.14 "Fee Schedule"means that schedule of fees and charges attached to this Agreement as Addendum
C and describing the fees and charges payable to Magellan by Sponsor pursuant to this Agreement.
5.15 "Legal Requirement"means any law,statute,ordinance,decree,requirement,order,treaty,
proclamation,convention,rule or regulation(or any amendment or administrative or judicial interpretation of any of
the foregoing)of any federal,state or local governmental authority of competent jurisdiction.
5.16 "Named Fiduciary"means,if the EAT is governed by ERISA,Sponsor or such other party
identified by Sponsor in accordance with Section 402(a)of ERISA. In no case shall Magellan act as a Named
Fiduciary.
5.17 "Participant"means any Employee or Dependent;provided,that if Sponsor offers a Plan governed
by ERISA,"Participant"shall have the meaning set forth in Section 3(4)of ERISA.
5.18 "Participating Provider"means an individual practitioner,group of practitioners,facility or other
specialized provider of services which(i)maintains a practice or is an employee of Magellan or an Affiliate of
Magellan (ii)has been credentialed by Magellan or an Affiliate or designee of Magellan in accordance with
Magellan's credentialing policies and(iii)has been designated as"participating"by Magellan or an Affiliate of
Magellan to provide specified services to Participants.
5.19 "PEPM"means"per Employee per month."
5.20 "Plan Administrator"means Sponsor or such other party designated by Sponsor as,or otherwise
deemed to be,an administrator of the EAP for purposes of ERISA,if applicable,or any applicable state law of
similar nature. In no case shall Magellan act as or be deemed,by virtue of its performance of the Services or
otherwise for any reason,to be a Plan Administrator.
5.21 "Proprietary Materials"shall have the meaning set forth in Section 3.1(b).
5.22 Service Fee means the Basic Fee and Supplemental Fees.
5.23 "Services"means the Basic Services and the Optional Services,described in Section 1.1(b),
selected by Sponsor by designation on the Fee Schedule and Conditions of Offer attached as Addendum C.
5.24 "Session"means each separate occasion,as determined by Magellan,when Magellan provides or
offers personal consultation or counseling as an EAP Service to a Participant,whether by telephone or in person,
provided that post-counseling evaluations and post-referral telephone follow-up calls shall not be deemed Sessions.
5.25 "Sponsor"means the undersigned party to this Agreement identified as such in the first paragraph
of this Agreement.
5.26 "Supplemental Fees"means all fees and charges,except for Basic Fees,due and payable by
Sponsor to Magellan for performance of Services at the rates listed on the Fee Schedule for such Services.
5.27 "Vista"means the wholly owned subsidiary of Magellan Health Services,Vista Behavioral Health
Plans,a California corporation.Vista Behavioral Health Plans provides EAP Services in California as a licensed
specialty health care services plan under the California Knox-Keene Health Care Service Plan Act of 1975,as
amended,and is subject to the regulatory oversight of the Department of Managed Health Care of the State of
California.
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IN WITNESS WHEREOF,Magellan and Sponsor have executed this Agreement to be effective as of the
Effective Date.
MAGELLAN: SPONSOR:
MAGELLAN BEHAVIORAL HEALTH,INC. Orange County
(Only required if Sponsor has Employees located
outside state of California)
By: By:
Name: Name:
Title: Title:
Date: Date:
Witness: Witness:
VISTA BEHAVIORAL HEALTH PLANS
(Only required if Sponsor has Employees located
in state of California)
By:
Name:
Title:
Date:
Witness:
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ADDENDUM A
Sponsor Information
Initial Employee Count as of Effective Date:
Number of Employees in the State of California 01
Number of Employees in states other than California 6772
Total 677
'Enter 0 or N/A if no Employees located in California.
2Enter 0 or N/A if no Employees located in other states.
Address for Notice to Sponsor pursuant to Section 4.2 of the Agreement
Oranee Countv
P.O.Box 8181
Hillsboro,NC.27278
Attention:Darlene Jacobs
telecopier:(919)644-3009
Magellan Behavioral Health,Inc. 10 Rev. 07127101
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ADDENDUM B
California Special Terms
If Sponsor has Employees in California,the following additional terms and conditions apply.
B-1.1 Definitions. In addition to the definitions set forth in Article V of the Agreement,the following terms and
conditions apply to Services in California.
(a) "Department"means the California Department of Managed Health Care,acting in its capacity
to administer or enforce Knox-Keene.
(b) 'Director"means the Director of the Department of Managed Health Care of the State of
California.
(c) 'Disclosure Form"means a Combined Evidence of Coverage and Disclosure Form meeting the
requirements of Knox-Keene. The initial Disclosure Form for use in connection with provision of the EAP Services
hereunder is attached hereto as Exhibit 1,and the terms thereof(as such may be amended and superseded by
subsequent Disclosure Forms)are hereby incorporated herein by this reference.
(d) "Knox-Keene"means the Knox-Keene Health Care Service Plan Act of 1975,as amended,
and regulations issued thereunder.
B-1.2 Provider Contracts. Magellan shall provide written notice to Sponsor within a reasonable time of
the occurrence of any termination of,breach by a Provider of,or inability of a Provider to perform its obligations under,
any contract between Vista or an Affiliate of Vista and such Provider,if,in the reasonable estimation of Vista,Sponsor
may be materially and adversely affected by such termination,breach or inability to perform. In the event of the
termination of such a contract,Vista shall be liable for any EAP Services rendered by the Provider to a Participant who
is under the care of such Provider at the time of such termination until such care is ultimately completed by the
Provider,unless Vista makes reasonable and clinically appropriate provision for the assumption,continuation and
completion of such care by another Provider. The rights and obligations set forth in this section shall survive the
termination of this Addendum or this Agreement.
B-13 Cancellation of Group Contract.
(a) Upon the cancellation of,or failure to renew,this Agreement,Vista shall issue promptly to
Sponsor a notice of cancellation meeting the requirements of Knox-Keene. Upon receipt from Vista of any notice of
cancellation or termination,Sponsor shall promptly mail to Participants a legible,true copy of such notice of
cancellation and inform Participants of the termination of this Agreement and the resultant cancellation of the eligibility
of Participants to receive Services under this Agreement effective as of the date of such termination of this Agreement
(subject to the provisions of Paragraph 1.1WO01. Such notice to Participants shall be acceptable to Vista in form and
content,and Sponsor shall provide Vista proof of timely mailing of such notice.
(b) Upon the termination of this Agreement,and except for termination by Vista for cause due
to fraud or deception by Sponsor in connection with the Services or this Agreement(or Sponsor's knowingly permitting
such fraud or deception by another),Vista shall refund to Sponsor the portion of any Service Fees paid to Vista
applicable to the expected performance of EAP Services for any period following such termination,less any amounts
then due and owing from Sponsor to Vista pursuant to this Agreement.
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(c) If this Agreement is terminated due to the failure of Sponsor to make timely payment of
Service Fees relating to EAP Services,then this Agreement shall be reinstated,as though it had never been terminated,
upon the full payment of such Service Fees by Sponsor to Vista prior to or on the first due date for the payment of
Service Fees under Section 1.2 following the due date with respect to which Sponsor was delinquent;provided,
however,that if Vista receives such payment in satisfaction of delinquent Service Fees more than fifteen(15)days after
the date of issuance of its notice of termination,then Vista may,in its sole discretion,either(1)deny such reinstatement
by refunding such payment within twenty(20)business days of its receipt thereof or(2)within twenty(20)business
days of its receipt thereof,issue to Sponsor a new group services agreement accompanied by written notice stating
clearly those respects in which the new agreement differs from this Agreement in benefits,coverage or otherwise.
B-1.4 Cancellation of Participant Benefits. In addition to any cancellation of benefits of a Participant
hereunder due to cancellation of this Agreement pursuant to Section 2.2 and Paragraph B-1.3 a Participant's coverage
for EAP Services may be terminated only by notice to Vista from Sponsor that such Participant is no longer eligible for
such benefits. If a Participant alleges that his or her enrollment or subscription has been wrongfully cancelled(or not
renewed),such Participant may request review of such cancellation(or failure to renew)by the Director.
B-1.5 Notices. With respect to any notice under this Agreement by Vista regarding a material matter,
Sponsor shall furnish notice to Participants by the earlier of its next regular communication to Participants or thirty
(30)days following receipt of notice.
B-1.6 Governine Law and Provisions. Vista and the provision of EAP Services hereunder are subject to
the requirements of Knox-Keene,and any provision required to be in this Agreement by any of the above shall bind
Vista and Sponsor whether or not provided herein.
B-1.7 Participant Grievance Procedures:Public Policy.
(a) Vista has established and maintains grievance policies and procedures in accordance with
Knox-Keene and shall provide its grievance procedures to Sponsor in connection with the Disclosure Form. Vista shall
also make them available to Participants upon request. Sponsor agrees to distribute the Disclosure Form to Participants
on a regular basis.
(b) Vista shall provide a toll-free telephone number for the filing of complaints by Participants.
(c) Vista shall afford Participants the opportunity to participate in Vista's formulation of public
policy pursuant to Knox-Keene.
B-1.8 Limitations.Exceptions and Exclusions. The EAP Services offered hereunder shall not include(a)
psychiatric services,(b)inpatient or outpatient treatment for physical illness,(c)direct treatment or services for mental
retardation or autism,(d)counseling services beyond the number of Sessions provided in Paragraph A-1.2,(e)services
by Providers not meeting the criteria set forth in this Agreement for Providers,(f)court-mandated counseling or
treatment paid for by Workers'Compensation,(g)psychological,psychiatric or neurological testing and(h)
medications. For purposes of this Addendum A only,the terms"Participant"and"Employee"shall be deemed to
exclude all Participants(as otherwise defined)whose residence or place of employment with Sponsor is located outside
of the State of California. In no case shall Vista reduce or decrease the EAP Services offered hereunder by Vista unless
upon thirty(30)days'notice to Sponsor.
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ADDENDUM C
FEE SCHEDULE AND CONDITIONS OF OFFER
BASIC FEES Fee PEPM
Basic Services
[Choose only one] $ 1.54
X Face to Face Employee Assistance Program
Model--Choose selected model below:
®3-session ❑6-session
❑5-session ❑ 8-session
Or
Telephonic Only Services
Optional Services
MagellanAssist Coached Services
X_ Legal Consultation Services Included in EAP
rate
Work Life Resource and Referral Included in EAP
Services--Choose model below: rate
L::: Basic
Full
Full,with Convenience Services
urse Line Services
inancial Consultation Services
SUPPLEMENTAL FEES
Additional Services
Additional Trainings $125 per clinician
hour
Additional Mandatory Referrals $700 per referral
Additional CISDs $200 per clinician
per hour
Additional Sessions $90.00 per Session
Run-Off Services $100.00 per Session
Additional Communications Materials
Postcard and refrigerator magnet $0.60 per unit
Additional Videos $14.00 per unit
Additional Wallet Cards $0.10 per unit
Additional Brochures $0.40 per unit
Additional Posters $1.60 per unit
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IIAdditional Newsletters I $0.12 per unit (I
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SUPPLEMENTAL FEES(cont.)
International Services
Set-up Fee US$3000
Face-to-Face Counseling Services US$225 per one-
hour session
Termination Fees
Terminations effective in the 1 st contract quarter 25%of one month's
fee
Terminations effective in the 2nd contract quarter 15%of one month's
fee
8%of one month's
Terminations effective in the 3rd contract quarter fee
Travel costs to remote areas for training and CISDs will be reimbursed to Magellan by Sponsor at
Magellan's cost
CONDITIONS OF OFFER
ates are initially for 24 months. Thereafter rates are evergreen with an annual rate adjustment at
Sponsor's renewal.
• Renewal rates are on a community basis effective on the customer contract renewal date.
• Rate increases will be indicated 90 days in advance.
2. The Basic Fee for Basic Services(EAP)covers the following:
• Trainings: none included if less than 100 employees, 1 hour at 100 employees,plus 1
hour for each additional 200 employees
• CISDs: one hour if Sponsor has more than 250 employees
• Mandatory Referrals:Up to 2 mandatory referrals per year
• Access to MagellanAssist and EPOTEC
• Standard Magellan employee communications package, consisting of:
> Brochures @ 1.3 per employee
> Wallet Cards @ 1.3 per employee
> Quarterly Employee Newsletter @ 1 per employee per quarter
> Posters @ 1 per 150 employees
> Supervisor manual @ 1 per 20 employees
> Employee Videos @ 1 per 500 employees
> Supervisor Videos @ 1 per 500 employees
> One insert page for each ancillary product
> Distribution of above materials to one location
• One Sponsor-specific annual usage report if Sponsor has fewer than 250 Employees; if
Sponsor has 250 or more Employees,four quarterly Sponsor-specific usage report.
3. Magellan offers no performance guarantees and will report on service center overall performance
only.
4. Optional Services may be purchased only in conjunction with Basic Services(EAP).
Convenience Services may be purchased only when Full Dependent Care has been
purchased.
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