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RETURN THIS COPY TO THE CLERK'S
OFFICE -FOR THE PERMANENT AGENDA FILE
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this "Agreement ") is entered into as of this / day of 3 L. I
o7a l (the "Effective Date) in Salt Lake City, Utah, by and between MAGELLAN BEHAVIORAL HE ,
INC., on behalf of itself and its Affiliates, ( "Magellan ") and dl's AJ L
( "Sponsor "). As used herein, unless otherwise indicated, capitalized team hall have the meani gs set forth in
Article V.
RECITALS
WHEREAS, Sponsor has established an employee health benefit plan (the "Plan ") which offers, among
other benefits, certain employee assistance program services to designated eligible persons in accordance with the
terms of the Plan; and
WHEREAS, Sponsor has requested Magellan to provide certain administrative and/or employee assistance
Program services in connection with the Plan, and 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.
(a) For purposes of this Agreement, "Services" means only the Services selected by Sponsor
by designation directly below, as more fully described in the Addenda made applicable to this Agreement by such
designation, and the Basic Services (as defined in Section 1.1(b)):
I. Employee Assistance Program Services (Addendum A)
2. Insights Services (Phone -based EAP) (Addendum B)
(b) For purposes of this Agreement, 'Basic Services" means the following Services:
•' (1) Account Management. Magellan will provide account management to Sponsor
for the purpose of coordinating the provision of Services under this Agreement.
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(2) Installation. Commencing on or prior to the Effective Date, Magellan shall, as
applicable, provide (i) advance hiring and training of new Magellan staff, (ii) communication to Participants, (iii)
development and maintenance of relationships with referral resources and Participating Providers servicing the
Participants, and (iv) installation of additional telephone equipment and capacity at Magellan facilities.
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(3) Employee Communications. Sponsor, or its designee, shall be deemed the
Plan Administrator and Named Fiduciary under ERISA with respect to such booklets or other communications,
and Magellan shall not act as Plan Administrator or Named Fiduciary, neither shall Magellan have any
discretionary authority with respect to the design, preparation or distribution of employee booklets or
communications to Employees.
(4) Provider Network. If the Services include providing, arranging or making
referrals for delivery of clinical services, Magellan shall maintain a network of Participating Providers.
(5) 24 -Hour Intake. If the Services include providing, arranging or making
referrals for delivery of clinical services, Magellan shall provide intake for Participants on a continuous basis,
twenty-four (24) hours per day, seven (7) days per week, as more specifically described and provided in the
Addenda hereto.
(6) Reporting. Magellan shall provide Sponsor with periodic reports with respect
to the Services, as more specifically described and provided in the Addenda hereto.
1.2 Payments. As consideration for Magellan's agreement to perform the Services, Sponsor agrees to
pay Magellan on a timely basis all amounts due under this Agreement for performance of the Services including,
without limitation, the Basic Fees and all Supplemental Fees, all as may be adjusted according to the provisions of
this Agreement (collectively, as so adjusted, the "Service Fees "), 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 hereunder, Magellan will
invoice Sponsor during the Term for such Service Fees at the next regular billing interval.
(b) 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.
(c) 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
(d) Sponsor shall pay interest at the rate of one and one -half percent (1.5 %) per month on
all payments due hereunder which are not received by Magellan within sixty (60) days of Sponsor's receipt of
Magellan's invoice. 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.
(e) No later than sixty (60) days prior to the Contract Anniversary Date, Sponsor and
Magellan shall reach agreement as to new rates for the Services under this Agreement to go into effect on such
Contract Anniversary Date. If no agreement regarding new rates is reached prior to the Contract Anniversary
Date, Magellan shall provisionally charge Sponsor such new rates.
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ARTICLE II
TERM; TERMINATION
2.1 Term. The term of this Agreement (the "Term ") shall commence on the Effective Date and shall
remain in full force and effect unless terminated in accordance with this Section 2.2.
2.2 Termination.
(a) Either party may terminate this Agreement without cause at any time by providing
ninety (90) days' prior written notice to the other party hereto. Termination pursuant to this Section shall be
effective as of the date ninety (90) days following the date of such notice of termination or such later date as may
be provided in such notice.
(b) 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.
(c) Either party may cancel this Agreement by failing to renew pursuant to Section 2.1 due
to the failure of the parties to agree on rates or other material terms of this Agreement. Such cancellation shall be
effective as of the date written notice provided by the cancelling party specifying the reason for cancellation, or as
of such later date as set forth in such notice.
(d) Notwithstanding Section 2.2(b), Magellan may terminate this Agreement due to
Sponsor's failure to comply with its payment obligations under Section 1.2 in a timely manner, 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 or as of such later date as set forth in such notice.
(e) Notwithstanding any other provision, this Agreement may be terminated by either party
effective as of the date of notice or such later date as specified in such notice if a filing in bankruptcy, the
appointment of a receiver, the marshaling of debts or assets or the proposed settlement of outstanding debts under
applicable reorganization or insolvency laws is filed by or against Magellan or Sponsor.
(f) If this Agreement is terminated due to failure of Sponsor to make timely payment of
Service Fees due hereunder, then this Agreement shall be reinstated, as though it had never been terminated, upon
the full payment of such Service Fees by Sponsor to Magellan 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 Magellan receives such payment in satisfaction of delinquent Service Fees more than fifteen (15)
days after the issuance of its notice of termination, then Magellan may, in its sole discretion, either (1) deny such
reinstatement by refunding payment within twenty (20) business days of its receipt thereof, or (2) accept Sponsor
reinstatement within twenty (20) business days of its receipt thereof.
2.3 Covenants upon Termination. Upon termination of this Agreement,
(a) if requested by the other party, each party shall promptly return to the other, or its
designee, (or, upon written instruction by such other party, destroy) all originals and copies of the other's
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Information, including without limitation Proprietary Materials, in its possession or control except to the extent
such information must be retained or kept confidential by Magellan (or by Providers rendering Services hereunder)
according to applicable law or as expressly provided in this Agreement. Sponsor shall pay reasonable costs and
fees associated with Magellan's transfer of such Information. At the request of Sponsor or Magellan, the other
party shall deliver promptly to the requesting party a certificate representing and certifying that such party has
either destroyed or returned to the requesting party all Information of the requesting party in compliance with this
Section 2.3(b).
(b) with respect to Participants who require treatment which continues or is related to
treatment received under this Agreement, and to the extent authorized by Participants or state law, Magellan
agrees to deliver copies of relevant Clinical Records in its possession, and to make reasonable efforts to obtain the
cooperation of Providers in delivering copies of relevant Clinical Records in their possession, directly to the new
providers of such treatment or to the new vendor of the applicable administrative or managed care services.
Sponsor agrees that it shall be responsible for all reasonable costs associated with copying and transfer of such
Clinical Records.
ARTICLE III
GENERAL COVENANTS AND OBLIGATIONS
3.1 Confidentiality Proprietary Rights: Records.
- (a) Each party acknowledges that performance of the Services may involve access to and
disclosure of data, rates, procedures, materials, lists, systems and information belonging to the other or to
Participants (collectively, "Information "). All Information shall be kept strictly confidential and shall not be
disclosed to any third party except (1) with the express prior written consent of the party to which such Information
relates, (2) such Information which is, at the time of such disclosure, already in the public domain by publication
or otherwise and not by reason of any act or omission of the disclosing party, or (3) as may be required by law.
Magellan agrees that it shall not use any Information of Sponsor or any Participant except for the purpose of
performing the Services. Notwithstanding the above, Sponsor agrees that Magellan may make accurate references
to Sponsor and the Plan in its marketing activities and in informing health care providers as to the organizations
and benefit plans for which Services are to be provided. Sponsor agrees that it shall not use any Information of
Magellan except with the prior written consent of Magellan or as otherwise expressly authorized by this
Agreement.
(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. Sponsor agrees that all Proprietary Materials shall
constitute Information for purposes of the covenants and obligations contained in Sections 2.3(b) and 21W.
.
(c) Notwithstanding any other provision of this Agreement, Magellan shall not be
compelled to disclose or deliver to Sponsor any Clinical Record, except with the written consent of the relevant
Participant or except as required by applicable law. For purposes of this Agreement, Clinical Records are deemed
to be Information of Magellan and/or Providers, as applicable. Non - Clinical Records constitute Information of
Sponsor.
(d) The parties hereto acknowledge and agree that any breach of the terms of Sections
3.1(a), 3.1(b) and 3.1(c) above would result in irreparable injury and damage to the other party for which the other
party would have no adequate remedy at law; the parties hereto therefore also acknowledge and agree that in the
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event of such breach or any threat of breach, the other party shall be entitled, in addition to any other remedies to
which such other party may be entitled at law or in equity, to an immediate injunction and restraining order to
prevent such breach and/or threatened breach without having to provide a bond or other security or prove damages.
(e) Except for Information returned to Sponsor in accordance with Section 2.3(b) and
Clinical Records delivered to a third party pursuant to the terms of this Agreement or as required by law, Magellan
shall retain all books and records relating to Services performed hereunder by Magellan (and other books and
records as may be required by law) for a period of seven (7) years from the date of the relevant treatment or filing
of claim, as applicable, or such longer period as may be required by law. Upon reasonable request, for purposes
related to the administration of the Plan and to the extent permitted by law or regulation, Magellan shall make
such records available to Sponsor during regular business hours at the principal administrative offices of Magellan
for examination, auditing or copying. Magellan shall maintain all such books and records in accordance with
prudent standards of record keeping.
3.2 Sponsor Cooperation. Sponsor acknowledges that the effective performance of the Services by
Magellan hereunder requires that Sponsor cooperate with Magellan in its efforts. 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, without limitation, the number of Participants
covered under the Plan, the kinds of benefits to which such Participants are entitled, and such other information as
may be necessary for performance of Services, including without limitation the. processing of benefit payments.
Sponsor shall provide Magellan continuing access to all books and records necessary for Magellan to fidfill its
duties hereunder to Sponsor and Participants. Magellan shall not be responsible for any delay in the performance
of its duties under this Agreement to the extent that such delay arises from the failure of Sponsor to provide to
Magellan any such information on a timely basis.
3.3 Employee Count. Prior to or on the Effective Date, Sponsor shall firrnish Magellan a listing of
Sponsor's eligible employees ( "Employee Count ").
(a) Employee Count Changes. If at any time during the Term the number of Employees
increases or decreases more than fifteen percent (15 1/6) relative to the Employee Count, Sponsor shall notify
Magellan of such change, and the necessary financial adjustment shall be made in the next billing cycle to reflect
the correct Employee Count. If Sponsor's. Employee Count decreases to less than twenty-five (25) employees in any
billing cycle, Sponsor will be billed for a minimum of twenty-five (25) employees. Sponsor shall provide Magellan
with an updated Employee Count at the time of renewal. Sponsor's rates will be determined by the Employee
Count at the time of renewal. If the Employee Count changes, moving Sponsor into a different rate tier,
implementation of a tier rate change shall occur at the next semi - annual billing. Upon ten (10) days' written notice
from Magellan to Sponsor, Magellan shall have the right to engage an independent party to audit the operations of
Sponsor at any time during Sponsor's normal business hours for the sole purpose of verifying the accuracy of the
Employee Count.
3.4 Provision of Services.
(a) Generally. Magellan, in its sole discretion, shall provide the Services hereunder either
from 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) Professional Services. Except as otherwise provided in this Agreement, Magellan shall
provide, in its sole discretion and to the extent permitted by law, all professional services required by this
Agreement through Care Managers, Staff Clinicians or Participating Providers. -
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Affiliate of Magellan who is a clinical proofesssional licensed or certified under applicable state Magellan toprovide
an
treatment in the areas of mental health and substance abuse.
(2) Staff Clinicians. "Staff Clinician" means an employee of Magellan or of an
Affiliate of Magellan who is a duly qualified mental health and/or substance abuse treatment provider. For
purposes of this Section, "duly qualified" includes being licensed or certified where required by state law.
(3) Participating Providers. "Participating Provider" means an individual
practitioner, group of practitioners, facility or other specialized provider of services which (i) maintains a practice
or operates a facility or program that provides mental health and/or substance abuse treatment, (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 and has entered
into a participation agreement with Magellan or an Affiliate of Magellan to provide specified services to
Participants.
(4) Non - Participating Providers. In circumstances where a Participant resides or is
working in a location farther than twenty (20) miles or twenty (20) minutes away from the nearest Staff Clinician
or individual Participating Provider who is qualified and available to provide needed Services to such Participant,
and only in such circumstances, Sponsor agrees that Magellan may provide such Services through a Non -
Participating Provider which is acces4ible and available to provide such Services. Sponsor acknowledges that Non -
Participating Providers may not necessarily possess the professional qualifications and other credentials required of
Participating Providers or otherwise required by this Agreement, and consents, on behalf of itself and the
Participants, to Magellan's use of Non - Participating Providers under these circumstances.
3.5 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 regulating terms and conditions of employment.
3.6 Employment Relationships. In entering into this Agreement, Sponsor is not relinquishing any of
its rights and obligations to control any facets of any employment relationship that may exist between Sponsor and
an Employee, including without limitation rights to take disciplinary action relating to any Employee. Sponsor
agrees that Magellan shall bear no responsibility with respect to Sponsor's discipline or termination of its
Employees and that Sponsor shall defend Magellan and hold Magellan harmless from any and all claims or
liability arising from any such discipline or termination.
3.7 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 (malpractice) in a minimum amount of five million dollars ($5,000,000) in the
aggregate and per occurrence (in excess of deductible amounts).
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, 2_3, and 3_1 shall survive the termination of this
Agreement. _
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4.2 Notice s. 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
to opier: (801) 2 -7088 C
r �. y,
To Sponsor: C f'' Sl-
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Attention:
telecopier: C"/
4.3 Assignment. Neither party shall assign or transfer any duty or interest in this Agreement without
the written consent of the other party, except (a) as otherwise herein permitted or (b) to the extent permitted by
law, to a parent corporation or wholly owned subsidiary as long as such assignment does not result in a material
change in the other party's rights and/or duties hereunder, and except that Magellan may, in its sole discretion and
without notice to Sponsor, but subject to the provisions of this Agreement regarding professional qualifications;
provide the Services hereunder through its own employees, employees of its Affiliates or independent contractors
retained by Magellan or by Affiliates of Magellan. Any attempted transfer or assignment contrary to the provisions
of this Section shall be void. This Agreement shall be binding on any successor in interest of either party.
4.4 Status of the Parties. 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.
4.5 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.
4.6 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.
4.7 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. In such event, this Agreement shall be modified to conform with said
laws or judicial determination and such provision shall be construed and enforced only to the extent as it may be a
legal and enforceable provision. If the provisions cannot be so modified, the entire Agreement shall be construed
as if not containing the particular invalid or unenforceable provision or provisions, and all other rights and
obligations of the parties shall be construed and enforced accordingly.
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4.8 Authori . 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 party.
4.9 Force Maieure. Neither party shall be liable to the other or deemed in default hereunder for any
failure to perform or delay in performing which is caused by an act of God or other factors beyond the control of
such party. If either party becomes aware of any such factor which would cause a delay or failure in performance,
it shall immediately notify the other party of the existence of such factor and probable length of continuation
thereof.
4.10 Construction. The article, section and paragraph headings contained in this Agreement are
solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the
meaning or interpretation of this Agreement. Unless otherwise provided, all references in this Agreement to .
articles, sections and paragraphs refer to the corresponding articles, sections and paragraphs of this Agreement.
All words used herein shall be construed to be of such gender or number as the circumstances require. Unless
otherwise specifically noted, the words "herein," "hereof," "hereby," "hereinabove," "hereinbelow," "hereunder,"
and words of similar import, refer to this Agreement as a whole and not to any particular article, section,
subsection, paragraph, clause or other subdivision hereof. Whenever the term "including" or a similar term is used
in this Agreement, it shall be read as if it were written "including by way of example only and without in any way
limiting the generality of the clause or concept to which reference is made."
4.11 Entire Agreement: Modification. This Agreement, including all Addenda and exhibits hereto,
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 by a writing signed by Magellan and
Sponsor.
4.12 Countervarts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same Agreement.
ARTICLE V
DEFINITIONS
For the purposes of this Agreement, the following terms shall have the meanings specified ox referred to.
below. Any reference or citation to a law, statute or regulation shall be deemed to include any amendments to that
law, statute or regulation and judicial and administrative interpretations of it.
5.1 "Affiliate" means a legal entity related by common ownership, management or control.
5.2 "Agreement" means this Services Agreement, including the Addenda, the Fee Schedule and all
other appendices, exhibits and schedules hereto, which are hereby incorporated herein by this reference.
5.3 'Basic Fees" for a month during the Term means the PEPM Charge multiplied by the applicable
Employee Count.
5.4 'Basic Services" shall have the meaning set forth in Section 1.1(b).
. 5.5 "California Participant" means a Participant who resides in, or whose place of employment with
Sponsor is located in, the State of California.
5.6 "Care Manager" shall have the meaning set forth in Section 3.4(b)(1).
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5.7 "Clinical Records" means any documentation, electronic media, data, notes, records or other
information pertaining to the counseling, clinical treatment or condition of a specific Participant obtained or
developed by Magellan or any Provider in connection with performance of the Services hereunder or the delivery of
clinical treatment or care to such Participant. Clinical Records include information which identifies specific
Participants who receive treatment or care hereunder.
5.8 "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
5.9 "Contract AnniversaryDate" shall mean July 1 of each calendar year.
5.10 "Contract Year" shall mean the contract period, commencing with the Effective Date or a
Contract Anniversary Date, as applicable, and ending with the day before the succeeding Contract Anniversary
Date.
5.11 "Dependent" means any natural person (other than an Employee) eligible to receive benefits
under the Plan. In addition, with respect to EAP Services or Insights Services, "Dependent" shall also include any
natural person residing with an Employee on a non - commercial basis.
5.12 "Dollars" and "I" mean the lawful currency of the United States of America.
5.13 "Effective Date" shall mean that date first set forth at the beginning of this Agreement.
5.14 "Employee" means any natural person eligible to receive benefits under the Plan by virtue of
being a current employee of Sponsor or a retiree of Sponsor or ex- employee of Sponsor determined by Sponsor to
be eligible to receive such benefits pursuant to COBRA.
5.15 "Emnlovee Assistance Program Services" or "EAP Services" means those Services described in
Addendum A, if any, to this Agreement.
5.16 "Employee Count" shall mean the number of Sponsor's eligible employees.
5.17 • "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
5.18 "Fee Schedule" means that schedule of fees and charges attached to this Agreement and
describing the fees and charges payable to Magellan by Sponsor pursuant to this Agreement.
5.19 "HAI -CA" means Human Affairs International of California, a California corporation. HAI -CA
performs EAP Services in California as a licensed specialty health 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
Corporations of the State of California.
5.20 "Information" shall have the meaning set forth in Section 3.1(a).
5.21 "Insights Services" means those Services described in Addendum B, if any, to this Agreement.
5.22 "Legal Requirement" means any law, statute, ordinance, decree, requirement, order, treaty,
proclamation, convention, rule or regulation (or interpretation of any of the foregoing) of any federal, state or local
governmental authority of competent jurisdiction.
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5.23 "Named Fiduciary" means, for Plans governed by ERISA, the 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.
5.24 "Non - Clinical Records" means any documentation, electronic media, data, notes, records or other
information, including benefit and claims payment information, pertaining to Magellan's performance of Services
hereunder, except for any Clinical Records.
5.25 "Non- Participating Provider" means a practitioner or other specialized provider of services which
is not a Participating Provider but which has represented to Magellan prior to performing Services pursuant to this
Agreement that, to the extent applicable, such provider (a) holds an appropriate medical or clinical degree, (b)
holds appropriate licensure unencumbered and otherwise in good standing, and (c) maintains professional liability
insurance coverage which satisfy Magellan's standard policies regarding Non - Participating Providers.
5.26 "Participant" means any Employee or Dependent; provided, that if the Sponsor offers a Plan
governed by ERISA, "Participant" shall have the meaning set forth in Section 3(4) of ERISA.
5.27 "Participating Provider" shall have the meaning set forth in Section 3.4(b)(3).
5.28 "PEPM" means "per Employee per month."
5.29 "PEPM Charge" means the sum of the service fees and charges described as such on the Fee
Schedule and calculated monthly at the initial rates set forth in the Fee Schedule, as such fees and charges may be
adjusted pursuant to the terms of this Agreement.
5.30 "Plan" shall have the meaning set forth in the Recitals.
5.31 "Plan Administrator" means Sponsor or such other party designated by Sponsor as, or otherwise
deemed to be, an administrator of the Plan for purposes of ERISA 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.
5.32 "Proprietary Materials" shall have the meaning set forth in Section 3.1(b).
5.33 "Providers" means Participating Providers, International Participating Providers and Non -
Participating Providers, as applicable.
5.34 "Service Fees" shall have the meaning set forth in Section 1.2.
5.35 "Services" shall have the meaning set forth in Section I.I.
5.36 "S nsor" means the undersigned party to this Agreement identified as such in the first
paragraph of this Agreement.
5.37 "Staff Clinician" shall have the meaning set forth in Section 3.4(b)(2).
5.38 "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.
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5.39 "Term" shall have the meaning set forth in Section 2.1.
[INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS]
Magellan Behavioral Health
RSBM Services Agreement
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IN WITNESS WHEREOF, Magellan and Sponsor have executed this Agreement to be effective as of the
Effective Date.
Magellan:
MAGELLAN BE ORAL HEALTH, INC.
By:
Gregory- 2r. -B�r
SV i�
Date:_
Witness:
Magellan Behavioral Health
RSBM Services Agreement
12
SPONSOR:
By:
Name:
Title: a
Date:_ J�,$/ /
NO
0110310I
ADDENDUM A
TO
SERVICES AGREEMENT
(Emnlovee Assistance Program Services)
This Addendum A to Services Agreement (this "Addendum A ") is an addendum to the Services
Agreement between Magellan and Sponsor. Unless otherwise defined in this Addendum A, capitalized terms used
herein shall have the meanings defined in the Services Agreement.
A -1. Description of Services.
The Employee Assistance Program Services to be provided by Magellan pursuant to the Agreement shall consist of
the following services in connection with the behavioral difficulties of Participants relating to family problems,
marital discord, drug or alcohol use, stress or other personal matters:
A -1.1 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 available for Participants to obtain referral and
emergency crisis intervention services.
A -1.2 Assessment. Counseling and. Referral Services. Magellan shall provide Participants access to
assessment, counseling and referral services 24 hours per day, 7 days per week. Magellan shall provide
Emergency Sessions, Urgent Sessions and Routine-Sessions (as each are defined below) for the requesting
Participant within the time periods specified below in such definitions. Magellan shall provide up to � [insert
3, S or 8 sessions, whichever model Sponsor selects] Sessions (as defined below) per Participant per problem per
year.
A -1.3 Treatment Compliance Monitoring. If the Plan covers chemical dependency treatment, then
Magellan may continue to monitor treatment compliance with respect to the chemical dependency treatment of a
Participant, with the concurrence of the Participant, for up to one year. For Employees only, (a) to the extent that
an Employee so elects or (b) if Sponsor makes a mandatory referral with respect to an Employee, 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.
A -1.4 Referral of Legal Issues. Magellan shall provide Participants with access, through the Access
Line, to a third -party vendor for referral of Participants 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. Magellan shall generate reports of Participant utilization of access to
legal services hereunder.
A -1.5 Records and Reporting. Magellan shall maintain records for each Participant who contacts
Magellan for EAP Services. Subject to the restrictions of Section 3.1, for Sponsors with <250 employees Magellan -
will provide a statistical report on an annual basis of Participant utilization of EAP Services and for Sponsor's with
>250 employees, Magellan shall provide a statistical report on a quarterly basis of Participant utilization.
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Magellan reports hereunder shall reflect customer specific data provided, however, the reports will not include
Participant - specific clinical information or other patient - identifiable information.
A -1.6 Management Consultation. To the extent authorized by the relevant Employee or otherwise by
law, Magellan shall respond to inquiries by Sponsor's managers and supervisors with consultation in the following
areas: (a) dealing with Employees identified by Sponsor whose personal problems may be adversely impacting
their job performance, (b) coordinating Employee referrals to EAP Services, (c) consulting regarding management
of high -risk situations in which an Employee's personal problems may lead to a threat of violence in the workplace,
(d) facilitating the return of an Employee to work process, as appropriate, and (e) assessing and facilitating critical
incident intervention.
A -1.7 Publications and Documents. Magellan shall provide various publications and documents in
connection with the EAP Services. Any additional materials requested by Sponsor shall be provided at additional
cost to Sponsor. Magellan agrees that dissemination of such materials will be in accordance with Sponsor's
policies and only with Sponsor's prior approval.
A -1.8 Training. Magellan shall provide the training hours as outlined in the Fee Schedule per Contract
Year free of additional charge hereunder (a) to Sponsor's supervisors to assist them in recognizing Employee
problems and encouraging Employees to make use of EAP Services and (b) to Employees to explain how they can
make use of EAP Services. Unless otherwise agreed by Magellan and Sponsor, all training sessions shall be held
at Sponsor's place of business. At the request of Sponsor, Magellan shall provide training pursuant to this
paragraph in addition to the number of hours set forth in the Fee Schedule. Such request shall provide Magellan
with at least thirty (30) days' advance notice of the desired dates and times for such additional training. Sponsor
agrees to pay Magellan additional Service Fees in the amount per hour indicated in the Fee Schedule, plus
expenses, for the provision of any such additional training.
A -1.9 Dependent Care Training. At Sponsor's request, Magellan shall coordinate and/or provide
training pursuant to paragraph A.1.11 on a variety of dependent care, elder care and work -life related topics.
Unless otherwise agreed by Magellan and Sponsor, all training sessions shall be held at Sponsoes-place of
business. Such request shall provide Magellan with at least thirty (30) days' advance notice of the desired dates and
times for such training. Sponsor agrees to pay Magellan additional Service Fees in the amount per hour indicated
in the Fee Schedule, plus expenses, for the provision of any such training.
A -1.10 Critical Incident Stress Debriefing. Magellan shall provide CISD (as defined below) to Sponsor's
management and Participants to counter emotional distress caused by catastrophic or traumatic events. CISD shall
be at the initial request of Sponsor and shall be coordinated by Magellan's Work/Life Management Services staff.
Sponsor agrees to pay Magellan additional Service Fees in the amount indicated in the Fee Schedule per hour
(excluding hours spent by Magellan planning and coordinating such CISD), plus expenses, for CISD performed by
Magellan hereunder.
A -1.11 Dependent Care. Magellan shall provide Participants referral services for elder and child care
( "Dependent Care Services "). Magellan shall produce and incorporate usage reports on Dependent Care Services
offered by Magellan hereunder into its statistical report pursuant to Paragraph A -1.5.
A -1.12 Run -Off Services. Sponsor acknowledges that, at the time of termination of this Agreement,
some Participants may be engaged in counseling pursuant to this Addendum A and that it may be unethical and/or
illegal to terminate such counseling without providing or arranging on -going treatment for such Participants.
Accordingly, upon receipt of notice of termination (if termination is by Sponsor) or upon its notice of termination
(if termination is by Magellan), Magellan will furnish Sponsor a listing of the number of existing cases which
require on -going EAP Services. Sponsor shall allow Magellan to continue to provide such Services or to make
other clinically acceptable arrangements for continued provision of Services. Sponsor agrees to pay Magellan
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A -2
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additional Service Fees at the rate indicated in the Fee Schedule for each Session of EAP Services provided to a
Participant pursuant to this Paragraph. The rights and obligations set forth in this Paragraph shall survive the
termination of this Agreement.
A -2. Additional Terms and Conditions.
A -2.1 Professional Qual ifications. Except as otherwise provided in this Agreement, (a) all direct
clinical services provided through the Access Line shall be provided by Care Managers or Participating Providers
and (b) all clinical Sessions shall be conducted by Staff Clinicians or Participating Providers who have (1) training
and experience in assessing substance abuse problems and in conducting focused, problem - resolution counseling
and (2) at least a Master's level degree in the appropriate field or such other training and practical experience in
such behavioral health treatment settings as qualify them to provide the applicable EAP Services.
A -2.2 Referrals. 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, nor
has Magellan necessarily subjected the referred programs or providers to a detailed screening process. The
responsibility for selecting and engaging such providers lies solely with the Participant. Vendors and other
providers of elder or child care, legal services or other community services are not and shall not be deemed agents
of Magellan or Sponsor. Vendors have represented to Magellan that they consider Sponsor as a third -party
beneficiary of their indemnity obligations to Magellan for such vendors' acts and omissions (but not for acts or
omissions of Magellan or Sponsor).
A -2.3 Exclusions. 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 (a) outside of the United States or (b) in the State of California. Notwithstanding the above, if
(i) no Participant would be entitled to more than three (3) Sessions total during any six -month period pursuant to
Paragraph A -1.2 above and (ii) Sponsor is not providing for EAP Services for California Participants pursuant to a
separate agreement with Magellan-CA, then the terms "Participant" and "Employee" shall be deemed, as
applicable, to include California Participants. If Sponsor desires EAP Services in California in excess of the
limitations set forth above, such EAP Services must be provided pursuant to an agreement between Magellan-CA
and Sponsor, but not pursuant to this Agreement.
A -2.4 Definitions. For purposes of this Addendum A, the following terms shall have the meanings set
forth below:
(a) "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.
(b) "Session" means each separate occasion, as determined by Magellan, when Magellan
provides or offers 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.
(c) "Emergency Session" means a Session scheduled in response to a situation requiring
immediate assessment and intervention that cannot typically be delayed longer than six (6) hours.
(d) "Routine Session" means a Session scheduled in response to a situation that can safely
be handled through an appointment available within a reasonable time (typically within seventy-two (72) hours).
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(e) "Urgent Session" means a Session scheduled in response to a situation that requires
rapid assessment but that can be safely deferred for six (6) or more hours (typically no longer than twenty -four (24)
hours).
Magellan Behavioral Health
RSBM Services Agreement
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FEE SCHEDULE APPROVED FOR TRANSITION CUSTOMERS ONLY
FEE SCHEDULE
TO
SERVICES AGREEMENT
Basic Fees for Customers Transitionin from Current EAP to RSBM:
Number of Employees
25 to 99 employees
100 to 249 employees
250 to 499 employees
500 to 749 employees
750 to 999 employees
Supplemental Fees:
EAP Assessment/ Referral
1 -3 Face -to -Face Sessions
$2.27
$1.97
$1.73
$1.56
$1.49
EAP Brief Therapy
1 -5 Face -to -Face Sessions
$2.66
$2.35
$2.11
$1.93
$1.86
EAP Brief Therapy
1 -8 Face -to -Face Sessions
$3.77
$3.02
$2.79
$2.59
$2.53
EAP Services:
1 hour /year
Insights Services:
Training
$95.00/hour plus
Training
500 -749
expenses
750 -999
CISD
$190.00/hour plus
Face -to -Face Mandatory Referral
expenses
Sessions
Dependent Care Training
$300.00/hour plus
CISD
expenses
Run -Off Services (sessions delivered to
$100.00 per
complete treatment on opened cases when a
Session
customer terminates)
Mandatory Referrals
$695.00 per case
For positive drug/alcohol testing
Free Training Sessions per Contract Year:
Number of Employees Number of Sessions
25 -99
1 hour /year
100 -249
2 hours /year
250 -499
3 hours /year
500 -749
4 hours /year
750 -999
5 hours /year
Insights Telephone
Based Consultation
$1.53
$1.33
$1.10
$.94
$.88
$95.00/hour plus
expenses
$100.00 per
Session
$190.00/hour plus
expenses