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HomeMy WebLinkAboutAgenda - 06-30-1997 - 8f i 1 ` Orange County Board of Commissioners Action Agenda Item Abstract Meeting Date: June 30, 1997 Action Agenda Item No. B--F Subject: Employee Assistance Program Contract Renewal Department: Personnel Public Hearing: Yes No X Budget Amendment Needed: Yes No X Attachment(s): Information Contact: 1 - 1997-98 EAP Contract Elaine Holmes, Personnel Director 2 - Draft Memorandum of Agreement Extension 2550 with Town of Hillsborough Telephone Number: Hillsborough 732-8181 Chapel Hill 968-4501 Durham 688-7331 Mebane 227-2031 Purpose: To approve continuation of the Employee Assistance Program (EAP) contract with Human Affairs International (HAI) for the period July 1, 1997 through June 30, 1998. Background: The EAP provides Orange County employees and their dependents with confidential face-to-face assessment and counseling services, 24-hours a day emergency service, referral to community resources as needed, coverage for any personal problems and follow-up on all cases. The types of problems which may be addressed through the EAP include drug and alcohol abuse, mental health including depression, parent/child issues, marital issues and job stress. The EAP also provides supervisory consultation for dealing with employee personal problems, and provides consultation on a variety of mental health topics such as stress management, depression and conflict management. The EAP currently serves as Orange County's referral agency for any employee problems related to substance abuse. The County's Drug and Alcohol Testing Policy, which complies with the Federal government's drug and alcohol testing requirements, I 2 requires the County to have a referral agency for an employee who tests positive for substance abuse. The EAP is the required referral service for drug and alcohol treatment under the Drug and Alcohol Testing requirements. Attachment 1 is the EAP contract for 1997-98. The contract provides for continuation of the present EAP services at the current rate of$1.80 per employee per month. The total annual cost for the EAP is $12,312 and funds for the EAP are included in the 1997-98 budget. Attachment 2 is a draft updated Memorandum of Agreement with the Town of Hillsborough providing for the Town to continue to participate in the County's EAP contract. Because of its size, the Town of Hillsborough has not been able to independently identify an EAP provider. In 1993, the Board approved including the Town as a subgroup on Orange County's EAP contract. Under the agreement, the County invoices and collects payment from the Town for the annual Town share of the EAP cost. HAI provides an annual report to the Town on its utilization. The inclusion of the Town has no adverse impact on the County's EAP rate or level or service. Recommendation: The Manager recommends the Board authorize the Board Chair to sign the contract with Human Affairs International to continue the EAP for 1997-98. ATTACHMENT 1 3 SERVICES AGREEMENT THIS SERVICES AGREEMENT(this "Agreement") is entered into as of this 1st day of July, 1997(the "Effective Date") in Salt Lake City, Utah,by and between HUMAN AFFAIRS INTERNATIONAL, INCORPORATED, a Utah corporation("HAI")and ORANGE COUNTY, a North Carolina corporation ("Sponsor"). As used herein, unless otherwise indicated, capitalized terms shall have the meanings 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 and/or managed behavioral healthcare services to designated eligible persons in accordance with the terms of the Plan;and WHEREAS, Sponsor has requested HAI to provide certain administrative and/or managed care services in connection with the Plan, and HAI 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, HAI and Sponsor hereby agree as follows: ARTICLE I SERVICES; SERVICE FEES 1.1 Services. HAI 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)): X 1. Employee Assistance Program Services (Addendum A) 2. Managed Behavioral Health Services (Addendum B) 3. Claims Management Services (Addendum C) 4. International Support Services (Addendum D) 5. Person-to-Person Services (Addendum E) (b) For purposes of this Agreement, "Basic Services" means the following Services: (1) Account Management. HAI will provide account management to Sponsor for the purpose of coordinating the provision of Services under this Agreement. Human Affairs International.Incorporated 5/7/97 Services Agreement 4 (2) Installation. Commencing on or prior to the Effective Date, HAI and Sponsor shall jointly develop an installation schedule for implementation of the Services for Sponsor, including, as applicable, (i)advance hiring and training of new HAI staff; (ii)advance training of Sponsor's supervisory personnel, (iii)communication to Participants, (iv)development and maintenance of relationships with referral resources and Participating Providers servicing the Participants, and(v) installation of additional telephone equipment and capacity at HAI facilities. (3) Plan Design Consulting. At the request of Sponsor, HAI will advise Sponsor regarding the claims impact of various Plan design options or modifications as such may affect HAI's provision of contracted Services hereunder. Notwithstanding the foregoing, if Sponsor offers a Plan governed by ERISA, Sponsor, and not HAI, shall be responsible for designing the Plan and Plan benefits, and for developing and distributing the Summary Plan Description and any other documentation or information required to be reported or disclosed pursuant to ERISA. (4) Employee Communications. At the request of Sponsor, HAI shall review and give advice to Sponsor regarding employee booklets or other communications to Employees describing the Services rendered by HAI under the Plan, and suggest revisions of or additions to such booklets or other communications to Employees. The Sponsor, or its designee, shall be deemed the Plan Administrator and Named Fiduciary under ERISA with respect to such booklets or other communications, and HAI shall not act as Plan Administrator or Named Fiduciary, neither shall HAI have any discretionary authority with respect to the design, preparation or distribution of employee booklets or communications to Employees,except as may be expressly provided in Addendum C. (5) Provider Network. If the Services include providing, arranging or making referrals for delivery of clinical services, HAI shall maintain a network of Participating Providers. (6) 24-Hour Intake. If the Services include providing,arranging or making referrals for delivery of clinical services. HAI 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. (7) Reporting. HAI shall provide Sponsor with periodic reports with respect to the Services, as more specifically described and provided in the Addenda hereto. 1.2 Pavments. As consideration for HAI's agreement to perform the Services. Sponsor agrees to pay HAI 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) HAI shall invoice Sponsor during the Term for Service Fees hereunder quarterly. To the extent that any Service Fees are incurred on a fee-for-service basis hereunder. HAI will invoice Sponsor during the Term for such Service Fees at the next regular billing interval. (b) After the Term, HAI 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 HAI within thirty(30)days of Sponsor's receipt of such invoice. All payments due to HAI hereunder shall be addressed to: Human Affairs Intemabonal,Incorporated 5/7/97 Services Agreement 2 S Human Affairs International, Incorporated P.O. Box 27727 Salt Lake City, Utah 81127-0727 (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 HAI within sixty(60)days of Sponsor's receipt of HAI's invoice. In addition, Sponsor shall reimburse HAI for any costs HAI incurs, including without limitation reasonable attorney fees, with respect to(1) the collection of any late payment of Service:Fees or(2) the failure of Sponsor to fund benefit payments in a timely and adequate manner in connection with any Claims Management Services. (e) Sponsor acknowledges that various components of initial and subsequent PEPM Charges assume an Employee pool equal to the Base Population. HAI reserves the right, upon sixty(60)days' written notice to Sponsor, to adjust components of the PEPM Charge at any time at which the most recent Employee Count varies from the Base Population by ten percent(10%)or more in either direction. If HAI so adjusts any component of the PEPM Charge, then Base Population shall also be adjusted to equal to Employee Count at the time of such adjustment. (f) Except as rate adjustments are permitted by Section 1.2(e), HAI hereby guarantees the rates under this Agreement for a period of twelve(12) months. Prior to each Contract Anniversary Date, Sponsor and HAI 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, HAI shall provisionally charge Sponsor such new rates as HAI may determine; provided, however, that such provisional rates shall not exceed the prior rates by more than ten percent(10%). Upon agreement between Sponsor and HAI as to new rates, Sponsor's account shall be adjusted to reflect such agreed-upon rates retroactive to the most recent Contract Anniversary Date. ARTICLE Il TERM; TERMINATION 2.1 Term. The term of this Agreement(the "Term")shall commence on the Effective Date and shall continue for a period of one year unless terminated in accordance with this Section 2.2. Unless either party cancels this Agreement in accordance with Section 2.2 or unless the parties fail to agree on material terms, this Agreement shall automatically renew, and the Term shall be automatically extended, for successive periods of one year, and the terms and conditions of this Agreement shall continue in full force and effect without,ntcrniption or modification, except as permitted expressly herein. 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 and by paying an early termination premium in the amount indicated on the Fee Schedule multiplied by the number of full calendar months between the effective date of termination pursuant to this Section and the first Contract Anniversary Date thereafter with respect to which Sponsor and HAI would negotiate and establish new rates hereunder. 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. Human Affairs International. Incorporated 5/7/97 Services Agreement 3 • e 6 (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) Nothwithstanding Section 2.2(b), HAI 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(1 5)days from the date of written notice provided by HAI 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 parry 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 HAI or Sponsor. 2.3 Covenants upon Termination. Upon termination of this Agreement, (a) provided Sponsor has paid to HAI all Service Fees due hereunder, HAI shall release to Sponsor, in HAI's standard format,all final aggregate utilization reports hereunder on the next scheduled report date. (b) 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 Information, including without limitation Proprietary Materials, in its possession or control except to the extent such information must be retained or kept confidential by HAI(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 HAI's transfer of such Information. At the request of Sponsor or HAI, 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). (c) 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, HAI 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, Human Affairs International,Incorporated 5n�7 Services Agreement 4 � • 7 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 taw. HAI 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 HAI 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 HAI except with the prior written consent of HAI or as otherwise expressly authorized by this Agreement. (b) Sponsor expressly acknowledges that HAI 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 HAI (collectively, the "Proprietary Materials"). Sponsor agrees that the Proprietary Materials shall remain the sole property of HAI and that Sponsor will refrain from interfering with and/or appropriating any of HAI'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 (c) Notwithstanding any other provision of this Agreement, HAI 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 HAI 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(4), 3.I(b)and 3.1(c)above would result in irreparable injury and damage to the other party for which the otlier party would have no adequate remedy at law; the parties hereto therefore also acknowledge and agree that in the 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, HAI shall retain all books and records relating to Services performed hereunder by HAI (and other books and required 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,HAI shall make such records available to Sponsor during regular business hours at the principal administrative offices of HAI for examination,auditing or copying. HAI shall maintain all such books and records in accordance with prudent standards of record keeping. Human Affairs International,Incorporated 517197 Services Agreement 5 8 3.2 Sponsor Cooperation. Sponsor acknowledges that the effective performance of the Services by HAI hereunder requires that Sponsor cooperate with HAI in its efforts. Sponsor agrees to cooperate with HAI in HAI's performance of the Services by furnishing, among other things, timely reports and information in a form and manner specified by HAI, including,without limitation, the number of Participants covered under the Plan, identification of Participants, the kinds of benefits to which such Participants are entitled, the dates of eligibility for such Participants, the geographic distribution of Participants, and such other information as may be necessary for performance of Services, including without limitation the processing of benefit payments. Sponsor shall provide HAI continuing access to all books and records necessary for HAI to fulfill its duties hereunder to Sponsor and Participants. HAI 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 HAI any such information on a timely basis. 3.3 Emplovee Count. Prior to or on the Effective Date, Sponsor shall furnish HAI a listing of Employees(the"Employee List"),by zip code of each Employee's place of residence. (a) Membership File Tape. Sponsor may, in its discretion,elect to provide the Employee List by membership file tape;provided, however, that if Sponsor has selected HAI in Section__l:1(a)to perform Claims Management Services hereunder, then Sponsor must provide the Employee List by membership file tape. If Sponsor provides the Employee List by membership file under this Section 3.3(a), then Sponsor shall provide HAI with an updated Employee List on membership file tape on a monthly basis. (b) Otherwise. If Sponsor provides the Employee List by means other than membership file tape, then if at any time during the Term the number of Employees increases or decreases more than five percent (5%) relative to the Employee Count, Sponsor shall notify HAI of such change, and the necessary financial adjustment shall be made in the next billing cycle to reflect the correct Employee Count. Sponsor shall provide HAI with an updated Employee List at the time of renewal. Upon ten(10)days'written notice from HAI to Sponsor, HAI 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. HAI, in its sole discretion, shall provide the Services hereunder either from its employees or the employees of an Affiliate of HAI, or by retaining, directly or indirectly through an Affiliate of HAI, independent contractors to provide the Services. (b) Professional Services. Except as otherwise provided in this Agreement. HAI 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. (1) Care Managers. "Care Manager" means an employee of HAI or of an Affiliate of HAI who is a clinical professional licensed or certified under applicable state law to provide treatment in the areas of mental health and substance abuse. (2) Staff Clinicians. "Staff Clinician" means an employee of HAI or of an Affiliate of HAI 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 HAI or an Affiliate or designee of HAI in accordance with HAI's credentialing policies and(iii) has Human Affairs International.Incorporated 517197 Services Agreement 6 9 been designated as "participating"by HAI or an Affiliate of HAI and has entered into a participation agreement with HAI or an Affiliate of HAI to provide specified services to Participants. (4) Non-Participating Providers. In circumstances where a Participant resides or is working in a location farther than(i)twenty(20) miles or twenty(20) minutes away from the nearest Staff Clinician or individual Participating Provider(or, in the case of International Support Services, the nearest individual International Participating Provider)who is qualified and available to provide needed Services to such Participant and(ii) thirty(30) miles or thirty(30) minutes away from the nearest Participating Provider facility(or, in the case of International Support Services, the nearest International Participating Provider facility)which is qualified and available to provide needed Services to such Participant, and only in such circumstances, Sponsor agrees that HAI may provide such Services through a Non-Participating Provider which is accessible 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 HAI's use of Non-Participating Providers under these circumstances. 3.5 Compliance with Law. HAI 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 HAI in obtaining or maintaining such licenses or permits. HAI 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 HAI shall bear no responsibility with respect to Sponsor's discipline or termination of its Employees and that Sponsor shall defend HAI and hold HAI harmless from any and all claims or liability arising from any such discipline or termination. 3.7 Insurance. HAI agrees to obtain and maintain during the Term the following insurance coverages: (a)comprehensive general liability in a minimum amount of Five Million Dollars($5,000,000) in the aggregate and 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 claim made(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. 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): Human Affairs Intemational,Incorporated 5/7j97 Services Agreement 7 10 To HAI: Human Affairs International, Incorporated 10150 South Centennial Parkway Sandy, Utah 84070 Attention: Legal Department telecopier: (801) 256-7088 To Sponsor: Attention: telecopier: (� 4.3 Assi ng ment. 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 HAI 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 HAI or by Affiliates of HAI. 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. HAI and Sponsor agree that HAI 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 HAI or Sponsor nor is any Provider authorized to act on behalf of HAI or Sponsor in any manner and(b) neither HAI 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. 4.8 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 party. !-Human Affairs lntemational, Incorporated 5/7/97 Services Agreement 8 • 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 riot 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 vs-riting signed by HAI and Sponsor. 4.12 Counterparts. 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 terns shall have the meanings specified or 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 'Base Population" means a number initially equal to the Employee Count as of the Effective Date, and thereafter equal to the Employee Count as of any adjustment pursuant to Section 1.2(e). 5.4 'Basic Fees" for a month during the Term means the PEPNf Charge multiplied by the applicable Employee Count. 5.5 'Basic Services" shall have the meaning set forth in Section 1.1(b). 5.6 "California Participan t" means a Participant who resides in. or whose place of employment with Sponsor is located in, the State of California. 5.7 "Care Manager"shall have the meaning set forth in Section 3.4(b)(1). 5.8 "Claims Management Services" means those Services described in Addendum C, if any. to this Agreement. Human Affairs International.Incorporated v7/97 Services Agreement 9 12 5.9 "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 HAI 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. 5.10 "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. 5.11 "Contract Anniversary Date" shall mean each annual anniversary of the Effective Date. 5.12 "Contract Year"shall mean one year, commencing with the Effective Date or a Contract Anniversary Date, as applicable, and ending with the day before the succeeding Contract Anniversary Date. 5.13 "Dependent" means any natural person(other than an Employee) eligible to receive benefits under the Plan. In addition, with respect to EAP Services, International Support Services or Person-to-Person Services, "Dependent" shall also include any natural person residing with an Employee on a non-commercial basis. 5.14 "Dollars" and "S" mean the lawful currency of the United States of America. 5.15 "EfTcctivc Date" shalt mean that date first set forth at the beginning of this Agreement. Permanent 5.16 'Emplovcc" 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-emplovee of Sponsor determined by Sponsor to be eligible to receive such benefits pursuant to COBRA. 5.17 "Emplovcc Assistance Proerarrt Services" or"EAP Services" means those Services described is Addendum A. if any, to this Agreement. 5.13 "Emplovcc Count" means the number of Employccs listed on the Employee List most recently provided to HAI, or the number of Employees indicated by Sponsor pursuant to an adjustment under Section 3. (hl. For purposes of calculating Service Fees, adjustments in Employee Count shall be cfTcctive as o f t he first day of the first billing cycle following such ,idjtistincn(. 5.19 "Employee List" shall have the meaning set forth in Section 3.3. 5.20 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 521 "Fee Schedule" means that schedule of fees and charges attached to this Agreement and describing the fees and charges payable to HAI by Sponsor pursuant to this Agreement. 5.22 "HAI' means Human Affairs International, Incorporated, a Utah corporation. 5.23 "HAI-CA" means the wholly-owned subsidiary of HAI, 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. 5.24 "information" shall have the meaning set forth in Section 3.tfal. Human Affairs(ntemanonal. Incorporated 5/7197 Services Agreement 10 ' 13 5.25 "International Employee" means an English-speaking Employee who(a) resides outside of, or whose place of employment with Sponsor is located outside of, the United States and(b) is(i)an American national or(ii) a Canadian national who resides in, or whose place of employment with Sponsor is located in, Canada. 5.26 "International Participant" means an English-speaking Participant who(a) resides outside of,or whose place of employment with Sponsor is located outside of, the United States and(b) is(i)an American national or(ii) a Canadian national who resides in, or whose place of employment with Sponsor is located in, Canada. 5.27 "International Participating Provider" means an individual practitioner, group of practitioners, facility or other specialized provider of services which(a)maintains a practice or operates a facility or program outside of the United States that provides mental health and/or substance abuse treatment, (b) has been credentialed by HAI or an Affiliate or designee of HAI in accordance with HAI's credentialing policies for International Participating Providers and(c) has been designated as "participating"by HAI or an Affiliate of HAI and has entered into a participation agreement with HAI or an Affiliate of HAI to provide specified services to International Participants. 5.28 "International Support Services" means those Services described in Addendum D, if any, to this Agreement. 5.29 "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. 5.30 "Managed Behavioral Health Services" or"MBH Services" means those Services described in Addendum B. if any, to this Agreement. 5.31 "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 HAI act as a Named Fiduciary. 5.32 "Non-Clinical Records" means any documentation. electronic media,data, notes, records or other information. including benefit and claims payment information, pertaining to HAI's performance of Services hereunder, except for any Clinical Records. 5.33 "Non-Participating Provider" means a practitioner or other specialized provider of services which is not a Participating Provider but which has represented to HAI 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 HAI's standard policies regarding Non-Participating Providers. 5.34 "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. 5.35 "Participating Provider" shall have the meaning set forth in Section 3.4{2)(3). 5.36 "PEPM" means"per Employee per month." Human Affairs International.Incorporated 5!7/97 Services Agreement l l 14 5.37 "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. 5.38 "Person-to-Person Services" means those Services described in Addendum E, if any, to this Agreement. 5.39 "Plan" shall have the meaning set forth in the Recitals. 5.40 '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 HAI act as or be deemed,by virtue of its performance of the Services or otherwise for any reason, to be a Plan Administrator. 5.41 'Proprietary Materials" shall have the meaning set forth in Section 3.1(b). 5.42 'Providers" means Participating Providers, International Participating Providers and Non- Participating Providers, as applicable. 5.43 "Service Fees" shall have the meaning set forth in Section 1.2. 5.44 "Services" shall have the meaning set forth in Section 1.1. 5.45 "Sponsor" means the undersigned party to this Agreement identified as such in the first paragraph of this Agreement. 5.46 "Staff Clinician" shall have the meaning set forth in Section 3.4(b)(2). 5.47 "Supplemental Fees" means all fees and charges, except for Basic Fees, due and payable by Sponsor to HAI for performance of Services at the rates listed on the Fee Schedule for such Services. 5.48 "Tenn" shall have the meaning set forth in Section 2.1. [INTENTIONALLY LEFT BLANK-SIGNATURE PAGE FOLLOWS] Human Affairs International. Incorporated 5/7/97 Services Agreement 12 r • 15 IN WITNESS WHEREOF, HAI and Sponsor have executed this Agreement to be effective as of the Effective Date. HAI: SPONSOR: HUMAN AFFAIRS INTERNATIONAL, ORANGE COUNTY INCORPORATED By: By: Jack Williams Name: '. President/Chief Executive Officer Title: Date: Date: Witness: Witness: Human Affairs Intemational,Incorporated 517197 Services Agreement 13 16 ADDENDUM A TO SERVICES AGREEMENT (Employee Assistance Program Services) This Addendum A to Services Agreement(this"Addendum A") is an addendum to the Services Agreement between HAI and Sponsor. Unless otherwise defined in this Addendum A, capitalized terms used herein shall have the meanings defined in the Services Agreement. X Basic EAP Services Dependent Care Services A-1. Description of Services. The Employee Assistance Program Services to be provided by HAI 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 abuse, stress or other personal matters: A-1.1 Toll-Free Telephone Access. HAI shall maintain a toll-free I-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. HAI shall provide Participants access to assessment,counseling and referral services 24 hours per day,7 days per week. HAI 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. HAI shall provide up to 3 Sessions(as defined below)per Participant per problem per year. A-1.3 Treatment Compliance Monitoring. If the Plan covers chemical dependency treatment, then HAI 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 HAI 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. Human Affairs International,Incorporated 5!7/97 Services Agreement A-I 1 17 A-1.4 Referral of Legal Issues. HAI 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. HAI shall generate reports of Participant utilization of access to legal services hereunder. A-1.5 Records and Reporting. HAI shall maintain records for each Participant who contacts HAI for EAP Services. Subject to the restrictions of Section 3.1, HAI will provide Sponsor a statistical report on a quarterly basis of Participant utilization of EAP Services. HAI reports hereunder reflect aggregate data and do 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, HAI shall respond to inquiries by Sponsor's managers and supervisors«ith 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. HAI 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. HAI 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. At the request of Sponsor, HAI shall provide training pursuant to this paragraph (a) to Sponsor's supervisors to assist them in recognizing Employee problems and encouraging Employees to snake use of EAP Services and(b)to Employees to explain how they can make use of EAP Services. Unless otherwise agreed by HAI and Sponsor, all training sessions shall be held at Sponsor's place of business. Such request shall provide HAI with at least thirty(30)days'advance notice of the desired dates and times for such training. Sponsor agrees to pay HAI additional Service Fees in the amount per hour indicated in the Fee Schedule, plus expenses, for the provision of any such training. A-1.9 _Critical Incident Debriefing. HAI shall provide CID (as defined below)to Sponsor's management and Participants to counter emotional distress caused by catastrophic or traumatic events. CID shall be at the initial request of Sponsor and shall be coordinated by HAI's account management staff pursuant to Section 1.1(b)(11. Sponsor agrees to pay HAI additional Service Fees in the amount indicated in the Fee Schedule per hour (excluding hours spent by HAI planning and coordinating such CID). plus expenses, for CID performed by HAI hereunder. A-1.10 Optional Dependent Care. If Sponsor and HAI have so agreed, as indicated by their designation on page A-1 above, then HAI shall provide Participants referral and assistance services for elder and child care ("Dependent Care Services"). In such case. HAI shall produce and incorporate usage reports on Dependent Care Services offered by HAI hereunder into its statistical report pursuant to Paragraph A-1.5. Sponsor agrees to pay HAI additional Service Fees for Dependent Care Services hereunder on a PEPM basis. Human Affairs Intemadonal,Incorporated 5/7/97 Services Agreement A-2 18 A-1.11 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 HAI), HAI will furnish Sponsor a listing of the number of existing cases which require on- going EAP Services. Sponsor shall allow HAI to continue to provide such Services or to make other clinically acceptable arrangements for continued provision of Services. Sponsor agrees to pay HAI 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 Qualifications. 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 HAI 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 HAI 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 arc not and shall not be deemed agents of HAI or Sponsor. Vendors have represented to HAI that they consider Sponsor as a third-party beneficiary of their indemnity obligations to HAI for such vendors'acts and omissions(but not for acts or omissions of HAI or Sponsor). A-23 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 HAI-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 HAI-CA and Sponsor, but not pursuant to this Agreement. A-24 Definitions. For purposes of this Addendum A, the following terms shall have the meanings set forth below: (a) "CID"or"Critical Incident 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 HAI, when HAI 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. Human Affairs International. Incorporated 5/7/97 Services Agreement A-3 19 (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). (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). Human Affairs Intemadonai,Incorporated 5/7/97 Services Agreement A-4 20 FEESCHEDULE TO SERVICES AGREEMENT EAP Services(PEPM) $1.80 MBH Services(PEPM) 0.00 Claims Management Services(PEPM) 0.00 International Support Services(PEPM) 0.00 Person-to-Person Services(PEPM) 0.00 Supplemental Fees: EAP Services: Claims Nlanaeement Services:(N/A) Additional Training $150.00/hour plus Run-In Services $0.00 per claim expenses processed CID 5190.00/hour plus Additional Reports 590.0&bour expenses Run-OtPServices 5100.00 per Printing of Employee HAI cost plus 15% Session Literature or Forms Dependent Care Services 50.00 PEPM Other Optional Services is negotiated International Support Services:(N/A) Person-to-Person Services: (N/A) international Sessions $0.00 per CID 5190.00/hour International plus expenses Session Additional Training S0.00/hour plus Dependent Care Services 50.00 PEPM expenses CID 50.00/hour plus expenses Early termination premium: $0.00 Human Affairs/ntemadonal.Incorporated 5/7/97 Services Agreement 1 21 Attachment 2 June 30, 1997 MEMORANDUM TO: Sherry Carter, Interim 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 Human Affairs International (HAI) 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 HAI. 2. Coverage The Town of Hillsborough's permanent employees and their eligible dependents. 3. Period Covered The coverage will extend from July 1, 1997 through June 30, 1998 unless the County should terminate its EAP contract with HAI prior to this date. 4. Costs The annual EAP rate will remain at$1.80 per employee per month. The estimated annual cost for Hillsborough's 72 employee is about$1,555 for the period July 1, 1997 through June 30, 1998. As agreed, the Town of Hillsborough will pay Orange County in full at the beginning of the 1997-98 fiscal year. For additional information, please refer to the original contract and amendments. 22. r 5. EAP Utilization Information HAI will provide the Town of Hillsborough with a separate utilization report at the end of the fiscal year(i.e., July 1, 1998). If the foregoing agreement is acceptable, please sign the original of this letter and return it to me for signature. Town of Hillsborough Orange County By: By: Sherry Carter John A Link,Jr. Interim Town Manager County Manager Date: Date: Witness: Witness: JMLIdj cc: Elaine Holmes