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HomeMy WebLinkAbout2016-614-E HR - Magellan Healthcare, Inc. - EAP services to OC Employees DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 SERVICES AGREEMENT THIS SERVICES AGREEMENT (the"Agreement") is entered into as of the 1st day of January,2017 (the"Effective Date") by and between MAGELLAN HEALTHCARE, INC., with offices at 14100 Magellan Plaza Drive, Maryland Heights, MO 63043 ("Magellan") and ORANGE COUNTY, with offices at 200 South Cameron Street, Hillsborough,NC 27278 ("Sponsor"). RECITALS 1. Magellan is engaged in the business of providing employee assistance program and related wellness services to employers and labor organizations. 2. Sponsor desires to contract with Magellan for certain of its services 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,Magellan and Sponsor hereby agree as follows: AGREEMENT 1. DEFINITIONS 1.1 Base Fee: the PEPM Rate multiplied by the applicable Employee Count. 1.2 Contract Anniversary Date: the day following the last day of the initial term or any renewal term of this Agreement. 1.3 Contract Year: a one (1) year period commencing on the Effective Date or an anniversary of such Effective Date,as applicable. 1.4 Employee: an individual whose current employment or employment status (e.g., retiree, beneficiary under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended) with Sponsor is the basis for the individual's eligibility for Services. 1.5 Employee Assistance Program ("EAP"): a systematic program to help individuals resolve personal problems, such as family conflict, stress, and drug or alcohol abuse; to address common work/life issues; and to provide training, consultation, and other management services relating to the effective utilization of the EAP by Sponsor and its Employees. 1.6 Employee Count:the number of Employees eligible for Services at any point in time. 1.7 ERISA: the Employee Retirement Income Security Act of 1974,as amended. 1.8 Household Member: an individual who either a) permanently, physically resides in the household of an Employee or b) is a dependent of an Employee. 1.9 Participant: an Employee or a Household Member. 1.10 PEPM Rate: the sum of the rates that are calculated on a per Employee per month basis as set forth on Addendum B. 2016MM 1 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 1.11 Supplemental Fees: all fees and charges except for the Base Fee as set forth on Addendum B. 2. SERVICES Magellan will provide EAP services to Sponsor and its Employees and Household Members within the United States (including Puerto Rico) as set forth in Addendum A ("Services"). 3. SERVICE FEES 3.1 Payment Obligation. As consideration for the Services to be performed by Magellan hereunder, Sponsor agrees to pay Magellan the Base Fee and all applicable Supplemental Fees as set forth on Addendum B, all as may be adjusted according to the provisions of this Agreement (collectively, as so adjusted, the "Service Fees"). Any undisputed Service Fees not paid when due shall be subject to interest charges at the lesser of one percent (1.0%) per month or the maximum rate allowed under applicable law. 3.2 Determination of Payment Amounts. The Base Fee will be due in advance in monthly or quarterly installments (or as otherwise required by law), as mutually agreed upon by the parties from time to time. Any Supplemental Fees incurred by Sponsor will be invoiced at the next regular billing interval. The Base Fee shall be calculated in accordance with the PEPM Rate set forth on Addendum B and the Employee Count that exist as of the date no later than the first day of the applicable billing period. Sponsor agrees that any failure to provide Magellan with an accurate Employee Count on which an invoice is based or to correctly calculate any self-bill payment shall not serve as a basis to dispute or adjust the amount of any payment to Magellan without prior notice to Magellan. As appropriate, any retrospective reconciliations and adjustments will be made in accordance with Section 3.4.2. All payments due to Magellan that are not paid via electronic funds transfer shall be addressed to: Magellan Healthcare, Inc., Magellan Lockbox, P.O. Box 785341, Philadelphia, PA 19178-5341, or to such other address as may be communicated to Sponsor by Magellan from time to time. 3.3 Covered Population. The PEPM Rate assumes an Employee Count of 900. In the event Sponsor adds Employees located in the State of California, Sponsor will promptly notify Magellan so Magellan can take appropriate measures to ensure compliance with California EAP regulations. 3.4 Fee Adjustments. 3.4.1 Renewals. No later than ninety (90) days prior to the Contract Anniversary Date, Magellan will provide Sponsor with the PEPM Rate and Supplemental Fees applicable to the next renewal term and such Service Fees will become effective on the Contract Anniversary Date unless this Agreement is terminated pursuant to the terms of this Agreement. 3.4.2 Population Variances. If the Employee Count reported by Sponsor and used to calculate the Base Fee for any billing period varied by fifteen percent (15%) or more above or below the actual Employee Count for such period or periods, Magellan may adjust the Base Fee in accordance with the new Employee Count as of the effective date of the change in population for a period not to exceed six (6) contract months. As applicable, Sponsor shall pay Magellan the amount of any undisputed underpayment or Magellan shall credit the amount of any overpayment to Sponsor,within thirty(30) days of the resolution of any variation. 3.5 Taxes. Any applicable sales, use,premium, excise or other tax,fee or surcharge imposed on Services provided under this Agreement("Taxes") will be paid by Sponsor. Notwithstanding the foregoing,in no event shall Sponsor be liable for any taxes, license fees, or other amounts levied against Magellan that relate to Magellan's normal business operations,income taxes, gross receipts taxes, or state licensing fees. Sponsor shall indemnify Magellan for any Taxes and any penalties and/or interest thereon paid by Magellan. 4. TERM AND TERMINATION 2016MM 2 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 4.1 Term. The term of this Agreement shall be for forty-two (42) months beginning on the Effective Date. Thereafter, the Agreement shall automatically renew for successive one (1) year terms from the Contract Anniversary Date unless terminated as provided in Section 4.2 or either party gives the other written notice of nonrenewal not less than sixty(60) days prior to the expiration of the term of this Agreement or any renewal thereof. 4.2 Termination. This Agreement may be terminated as follows: 4.2.1 Material Breach. Either party may terminate for a material breach of the Agreement, other than non-payment of Service Fees, but only if the party seeking to terminate has first given the party in breach written notice specifying the nature and, so far as then known, the extent of the breach and the action required to correct the breach. The party in breach shall be afforded thirty (30) days (or such additional time as the non-breaching party may reasonably allow, as confirmed in writing) to cure the breach or 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, the non-breaching party may, at any time that the breach remains uncured thereafter, terminate this Agreement upon five (5) business days' advance written notice. 4.2.2 Non-payment of Fees. Magellan may terminate for a default by Sponsor in its payment obligations under this Agreement unless there is a bona fide dispute regarding the Service Fees due. Provided, Magellan shall not terminate the Agreement for non-payment of undisputed Service Fees unless Sponsor's payment is delinquent for more than thirty (30) days, Sponsor has been duly notified of the delinquency by Magellan, and at least thirty (30) days have elapsed since the date of notification of delinquency. If Sponsor pays the delinquent amount in full, including any accrued interest, prior to the next payment date after cancellation of the Agreement and the Agreement was not previously cancelled for non-payment during the 12-month period prior to the effective date of cancellation, Magellan shall reinstate the Agreement as though it had never terminated. During the period of time from the date of notice to Sponsor of the delinquency through any reinstatement of the Agreement, Magellan shall not be obligated to perform on- site services (e.g., Service Hours, CISM Services), deliver print communications materials to Sponsor, or refer new Participant cases to an EAP Counselor for In-Person Sessions (as defined in Addendum A of this Agreement). 4.2.3 Miscellaneous Events. Either party may terminate this Agreement immediately upon written notice to the other party if: (a) the other party engages in fraud or intentional misrepresentation in connection with a decision to enter into this Agreement or fulfill any obligations hereunder, (b) the other party ceases to operate, or (c) the other party becomes legally disqualified to perform, unless such disqualification can be remedied without a disruption in the performance of this Agreement. 4.2.4 Non-Appropriation. Magellan acknowledges that Sponsor is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Sponsor's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Sponsor immediately upon written notice to Magellan of the unavailability and non-appropriation of public funds. It is expressly agreed that Sponsor shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the Sponsor's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Sponsor's authority to continue its 2016MM 3 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Sponsor upon written notice to Magellan of such limitation or change in Sponsor's legal authority. 4.3 Effect of Termination. 4.3.1 Continuity of Care. Sponsor and Magellan shall cooperate to avoid any interruption in the continuity of care to Participants. 4.3.2 Reports. Provided Sponsor has paid Magellan all undisputed Service Fees due under this Agreement, Magellan shall release to Sponsor all final aggregate utilization reports on the next scheduled report date. 4.3.3 Use of Materials. Sponsor's right to use Magellan proprietary materials furnished during the term of this Agreement, including without limitation, manuals, videotapes, DVDs, employee print communications, and Web site, shall cease upon the effective date of termination. Upon Magellan's request,Sponsor shall return or destroy any such proprietary materials. 4.3.4 Return of Service Fees. Magellan shall,within thirty(30) days of termination,return to Sponsor the pro rata portion,if any, of the Service Fees paid to Magellan which corresponds to any unexpired period for which payment has been received,less any undisputed amount then due Magellan. 5. OBLIGATIONS OF SPONSOR 5.1 Sponsor Cooperation. Sponsor agrees to cooperate with Magellan by furnishing accurate information necessary for the delivery of Services hereunder on a timely basis in a form and manner reasonably specified by Magellan. 5.2 Notice of Employee Count. If at any time the actual Employee Count varies from the previously reported Employee Count by fifteen percent(15%) or more,Sponsor shall provide prompt notice to Magellan of such variation, the effective date of the change, and the revised Employee Count. Sponsor shall bear the risks associated with an inaccurate Employee Count reported to Magellan, whether such report was made by Sponsor or by a third party on behalf of Sponsor. 6. INSURANCE AND INDEMNIFICATION 6.1 Insurance. Without limiting the scope or extent of the protection afforded Sponsor for the liabilities assumed by Magellan under this Agreement, Magellan agrees to maintain during the term of this Agreement the following coverages: (a) commercial general liability insurance with limits of liability of no less than $1,000,000 per occurrence and $3,000,000 aggregate, and (b) managed care errors and omissions insurance with limits of liability of no less than $5,000,000 per claim and aggregate. 6.2 Indemnification. To the extent provided by North Carolina law,each party(the"Indemnifying Party") agrees to defend and indemnify the other party, its affiliates and their respective officers, directors and employees (the "Indemnified Party") from any third-party claims, losses, damages, liabilities, or expenses (including court costs and reasonable attorneys' fees) arising out of or resulting from the breach of this Agreement by the Indemnifying Party or its officers,directors, employees, or agents,but only if the Indemnified Party has not,by act or failure to act,materially jeopardized the position of the Indemnifying Party with respect to the resolution or defense of the claim. Third party claims include those asserted by regulatory agencies against the Indemnified Party for which Indemnification by the Indemnifying Party would be available under this Agreement. The Indemnified Party must promptly notify the Indemnifying Party upon receipt of notice of any claim or lawsuit and must permit the Indemnifying Party's authorized attorneys and personnel to handle and control the defense of any such claim or lawsuit. The Indemnified Party agrees to fully cooperate and aid in such defense at its own cost. An Indemnifying Party may not,without the prior written 2016MM 4 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judo ent with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such claim, and does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of its respective affiliates. 7. PROPRIETARY INFORMATION In connection with the performance of Services under this Agreement, each party may disclose to the other certain confidential information concerning the disclosing party's business, including confidential information that may have been disclosed prior to execution of this Agreement, regardless of whether such information is marked or otherwise designated "confidential" or "proprietary," and regardless of whether such information is furnished in oral, written, or electronic form ("Proprietary Information"). The parties recognize and agree that any such Proprietary Information shall remain the exclusive property of the disclosing party and shall not be used or disclosed for any purpose other than as contemplated by this Agreement. By disclosing Proprietary Information,neither party shall be deemed to have waived any copyright,trademark or patent right that it,its parent, subsidiary or affiliate,may have. In the event that the receiving party is requested, or required by applicable law, regulation or legal process, to disclose any Proprietary Information of the disclosing party, the receiving party agrees that it will provide the disclosing party with prompt notice of such request or requirement and reasonable cooperation in order to enable the disclosing party to seek an appropriate protective order or take such other steps as it deems reasonably necessary. This section shall not apply to any information which the receiving party can demonstrate (a) was already available to the public at the time of disclosure, or subsequently became available to the public, other than by breach of this Agreement, (b) was available to the receiving party on a nonconfidential basis prior to its disclosure by the disclosing party, (c) becomes available to the receiving party on a nonconfidential basis from a person other than the disclosing party who is not otherwise bound by a confidentiality agreement with the disclosing party, or is otherwise not under an obligation to the disclosing party or any of its representatives not to transmit the information to the receiving party, or(d) was independently developed or discovered by the receiving party. 8. MISCELLANEOUS 8.1 Compliance with Laws. Each party shall comply with all applicable federal, state and local laws and regulations relating to performance under this Agreement including, without limitation, all applicable privacy laws. Magellan further agrees it will not discriminate against any Participant or applicant for employment because of race, color,religion,gender,national origin,ancestry,marital status,sexual orientation,age,disability or other protected class. Magellan will reasonably accommodate Participants seeking Services. 8.2 Fiduciary Status. To the extent that any Services hereunder are governed by ERISA, Magellan shall be a fiduciary, within the meaning of ERISA, of the applicable group health plan. Such fiduciary status, however, is limited to the responsibilities specified in this Agreement. Magellan is not intended to be and shall not be the plan administrator,within the meaning of ERISA,of such group health plan. 8.3 Status of the Parties. Magellan and Sponsor agree that they are independent contractors and 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. 8.4 Third Party Beneficiaries. The parties have not created and do not intend to create by this Agreement any enforceable rights in any Participant,provider, or other person not a party to this Agreement. 8.5 Survival. Any terms of this Agreement that by their nature extend beyond their expiration or termination shall remain in effect until fulfilled. No confidentiality or indemnification obligation contained in this Agreement shall be affected by expiration or termination of this Agreement. This Agreement shall bind the parties and their legal representatives,successors,heirs and assigns. 2016MM 5 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 8.6 Notices. Unless otherwise provided in this Agreement, all notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently provided if given by personal service or sent by registered, certified or express mail, reputable overnight courier service or facsimile with receipt confirmed as follows: To Magellan: Magellan Healthcare,Inc. 14100 Magellan Plaza Drive Maryland Heights,MO 63043 Attention: Legal Department FAX: 314-387-4958 To Sponsor: Orange County 200 South Cameron Street Hillsborough,NC 27278 Attention:Diane Shepherd FAX: 919-644-3009 From time to time, either party may designate a different name or address for purposes of notice by notice to the other party given in accordance with this paragraph. 8.7 Waiver. The failure of any 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 in this Agreement, 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. 8.8 Force Majeure and Excuse of Performance. Neither party shall be liable to the other for damages or monetary penalties of any kind or deemed in default under this Agreement for any failure to perform or delay in performing to the extent that its performance is hindered, delayed, or rendered impossible due to an event or occurrence beyond the reasonable control of the party, and without its fault or negligence,including,without limitation, the breakdown, malfunction or other failure of any external third party telecommunication system or other system or mechanism by which information and data is stored or transmitted. 8.9 Enforceability. The invalidity or unenforceability of any term or provision herein shall in no way affect the validity or enforceability of any other term or provision. 8.10 Entire Agreement. This Agreement, including all attached addenda, represents the entire agreement between the parties and supersedes any and all prior written or oral agreements or understandings related to the subject matter hereof. Notwithstanding the foregoing, this Agreement hereby incorporates any business associate agreement executed by or on behalf of the parties in compliance with the Health Insurance Portability and Accountability Act of 1996,as amended("HIPAA"). 8.11 Modification of Agreement. Any modification, alteration, or change to the terms of this Agreement, or any addenda attached hereto, shall be made only by a written agreement duly executed by the parties, subject to the approval of any applicable regulatory authority if required by applicable law or regulation. 8.12 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. 8.13 Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been 2016MM 6 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 identified, and has not utilized the services of any agent or subcontractor, on the list created by the North Carolina State Treasurer pursuant to G.S. 147-86.58. 8.14 Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF, Magellan and Sponsor have executed this Agreement by their duly authorized representatives. MAGELLAN HEALTHCARE, INC. ORANGE COUNTY DocuSigned by: DocuSigned by: sfaue Giva(�0 rt561AAAA, NUAAWturs By: By: -4A3501-E77B0E47E... Date: 11/1/2016 Date: 11/1/2016 2016MM 7 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 ADDENDUM A STATEMENT OF WORK A. EAP Services 1. Definitions. 1.1 Brief Counseling: a problem-focused form of individual or family outpatient counseling that (a) seeks resolution of problems in living (e.g., parenting concerns, emotional stress, marital and family distress, alcohol- and drug-related problems) rather than basic character change, (b) emphasizes counselee skills, strengths and resources, (c) involves setting and maintaining realistic goals that are achievable in a one (1) to five (5) month period, (d) encourages counselees to practice behavior outside the counseling session to promote therapeutic goals, and (e) in which the counselor provides structure,interprets behavior,offers suggestions, and assigns "homework" activities. 1.2 Computerized Cognitive Behavioral Therapy: web-based, interactive software that uses psychoeducation and behavior change activities to assist Participants in the management of certain health conditions, including substance abuse, depression,insomnia,anxiety,and obsessive-compulsive disorder. 1.3 Crisis Counseling: the process of responding to a request for immediate services in order to determine whether an emergency exists and,based on that determination, of making a referral to emergency behavioral health services, to community resources, or to an EAP Counselor. Crisis Counseling includes communication with the person in crisis that is focused on defusing the person's severe emotional reaction to a situation in order to enable that person to accept the referral and deal with the immediate crisis without causing harm to self or others. 1.4 Critical Incident Stress Management ("CISM") Services: a response to and consultation in connection with a sudden,unanticipated,traumatic incident or circumstance (e.g., accident, death, threat of violence, natural disaster) that produces a high degree of distress in the affected workplace of Sponsor or an immediate or delayed emotional reaction in Employees, that surpasses normal coping mechanisms. 1.5 Customer Service Associate or "CSA": an intake service representative employed by Magellan at its service center to respond telephonically to Participant requests for EAP services. 1.6 EAP Consultant: a licensed behavioral health professional employed by Magellan at its service center to respond telephonically to Participant requests for EAP services. 1.7 EAP Counselor: a psychologist, clinical social worker, marriage family and child counselor, or other professional licensed or certified to deliver behavioral health counseling services under the laws of the state in which he or she practices,who is under contract with Magellan to provide EAP services,and who has (a) training and experience in assessing substance abuse problems and in conducting focused, problem-resolution counseling and (b) at least a master's level degree in an appropriate field. 1.8 Episode of Care: a continuous course of counseling for a specific problem or set of problems, up to the number of In-person Sessions specified in Section 3.2 of this Addendum A. 1.9 In-person Session: a counseling session of approximately fifty (50) minutes at the office of an EAP Counselor for a Participant individually,or with others, as appropriate for the Participant's concern. 2. Magellan Web Site. Magellan will provide Sponsor and Participants with access to its Web site,which includes information on wellness subjects, general health and workplace topics for organizations, interactive self- improvement programs and self-assessment tools, Computerized Cognitive Behavioral Therapy modules, a directory 2016MM 8 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 of EAP Counselors and a database of child and elder care providers. In addition, Sponsor and Participants may access an enhanced comprehensive,interactive, online health improvement program that includes a personal health assessment, e-coaching courses, an enhanced wellness library, exercise and nutrition planners, health and fitness trackers, a fitness club discount affinity program, managed blogs, email wellness reminders and online competitive challenges between individuals and groups ("E-Wellness Services"). 3. Personal Consultation Services. 3.1 Telephonic EAP Services. Magellan will maintain a toll-free telephone access line twenty-four (24) hours per day, seven (7) days per week,for Participants to access EAP services. EAP Consultants will be available through the telephone access line to assess the caller's problem, arrange for appropriate assistance (e.g., provide coaching and/or refer to relevant Computerized Cognitive Behavioral Therapy, a benefit program, community resource or other service provider) and provide any necessary Crisis Counseling. 3.2 In-person EAP Services. Magellan will link each Participant who requests in-person counseling services to an EAP Counselor. The EAP Counselor will assess the Participant's problem(s) and, in accordance with the EAP Counselor's best judgment, provide Brief Counseling and/or refer the Participant to an appropriate treatment provider and/or community resource. Each Participant is eligible for up to five (5) In-person Sessions per problem per year, as clinically appropriate. 3.3 Run-off Services. For a period of thirty (30) days following termination of this Agreement, Magellan will provide In-person Sessions, so long as In-person Sessions remain available and are clinically appropriate, to those Participants with open routine cases as of the effective date of termination. Any open formal supervisory referrals to the EAP will be transitioned to a successor vendor or other provider as directed by Sponsor. 3.4. Online Chat: Live chat is available to Participants to obtain program information, locate resources, and to get answers to concerns, such as stress, family/life issues and more. 4. Treatment Compliance Monitoring. Upon request and with the concurrence of the Employee,Magellan will monitor an Employee's compliance with a substance abuse treatment program monthly, as needed, for up to one (1) year. 5. Management Consultation. Upon request, Magellan will provide telephonic consultation services (i) to any supervisor who is considering the referral of an Employee to the EAP, and in the case of a formal, supervisor- referred Employee,remain in regular contact with the referring supervisor regarding work performance issues; (ii) with regard to the management of high-risk situations in which an Employee's personal problems may create a threat of violence in the workplace; and (iii) as appropriate and to the extent authorized by an Employee or permitted by law, on the process required to facilitate an Employee's return to work. In addition, for payment of a Supplemental Fee to be mutually agreed upon,Magellan will provide onsite conflict management consultation in any situation in which two (2) or more Employees experience difficulty in their work relationship. Any advice or recommendations made pursuant to this paragraph is not and shall not be construed as a legal opinion. 6. Orientation. Magellan will provide any reasonably necessary Employee orientations to the EAP upon implementation of EAP services. At Sponsor's option, orientations may be conducted in person at a Sponsor worksite in exchange for an equivalent number of Service Hours (as defined below). All other orientations will be conducted telephonically or via Webinar. 7. Seminars and Related Services. At the request of Sponsor and a minimum of three (3) weeks' notice, Magellan will attend Sponsor health fairs or open enrollments and/or provide Magellan's standard employee wellness seminars and supervisor training ("Service Hours"). Ten (10) Service Hours are included in the Base Fee per Contract Year. Unless otherwise agreed by Magellan and Sponsor, all Service Hours shall be delivered at a Sponsor worksite. Service Hours in excess of those included in the Base Fee,if any,are available for a Supplemental 2016MM 9 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 Fee at the rate indicated on Addendum B. Service Hours do not include non-local travel expenses (i.e., those reasonable expenses in connection with travel in excess of fifty (50) miles or one (1) hour from the office of the Magellan representative to the worksite, charged at Magellan's actual cost), special instructional materials and certain specialized training services,if any. In the event that any service is scheduled and subsequently canceled with less than five (5) business days'notice,Sponsor will be billed or debited as if the scheduled services had been delivered. 8. Critical Incident Stress Management. At the request of Sponsor, Magellan will provide CISM Services to impacted Employees. Up to ten (10) hours per incident will be made available to Sponsor at no additional charge for services delivered within the United States. There is no limitation on the number of incidents for which CISM Services may be requested. Unless otherwise agreed by Magellan and Sponsor, CISM Services shall be delivered at a Sponsor worksite. CISM Services in excess of those included in the Base Fee,if any, are available for a Supplemental Fee at the rate indicated on Addendum B. In the event that any CISM session is scheduled and subsequently canceled with less than a minimum notice of seventy-two (72) business hours, Sponsor will be charged a cancellation fee in accordance with Addendum B. CISM Services do not include non-local travel expenses (i.e.,those reasonable expenses in connection with travel in excess of fifty (50) miles or one (1) hour from the office of the Magellan representative to the Sponsor worksite,at Magellan's actual cost). 9. Employee Communications Program. Magellan will provide its standard communications materials to Sponsor for use and dissemination to its Employees. Materials will be delivered to one (1) Sponsor location and may consist of print and/or electronic materials including, employee brochures with wallet cards, workplace posters that include the toll-free telephone number for accessing Services, a supervisor manual, and employee and supervisor videos. Sponsor agrees that Magellan's obligation under this section does not include the costs associated with home mailings and notices to Employees or Household Members required by state or federal law. 10. Legal and Financial Consultation Services. (a) Legal Consultation Services. Services ("Legal Consultation Services") consist of an initial telephonic or in-person consultation with a plan attorney located in the Participant's state of domicile for routine legal needs. During the consultation, a plan attorney will explain the Participant's rights,identify options, and, if needed, recommend a course of action, which may include referral to a different plan attorney. The Participant will choose whether to retain a plan attorney at his or her expense or adopt an alternative plan of action,which may include referral to a different plan attorney. Participants who elect to retain legal counsel from a plan attorney after the initial consultation will be entitled to a twenty-five percent (25%) reduction in fees from the plan attorney's normal hourly rate and/or fee schedule, as applicable. Participants are entitled to one (1) free initial office or telephone consultation with a plan attorney per separate legal matter per Contract Year. Legal Consultation Services do not include services (i) in connection with employment- related matters, (ii) in connection with disputes or proceedings involving Magellan, its subsidiaries, affiliates or customers, a Participant's employer, Magellan's legal and/or financial services vendor(s) or any of its attorneys,or (iii) that are frivolous,harassing,or otherwise involve the violation of ethical rules. (b) Financial Consultation Services. Services ("Financial Consultation Services") include telephonic information and consultation on debt management, basic financial planning, insurance, retirement, savings and investments, budgeting for vacations, family financial issues and identity theft resolution. Participants are entitled to one (1) free telephone consultation per separate financial matter per Contract Year. Financial Consultation Services are intended to assist Participants in formulating financial planning strategies and to serve as an information resource and planning tool. Financial consultants will not advise nor instruct Participants as to any course of action, nor be responsible for any decisions made by Participants about their financial planning. 11. Commencement and Termination of Coverage. The eligibility of an Employee for Services under this Agreement shall commence on the first day of his or her employment by Sponsor (or such other time as specified by Sponsor) on or after the Effective Date. A Household Member shall commence eligibility on the later of the 2016MM 10 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 date he or she becomes a Household Member and the date on which the Employee becomes eligible. The eligibility of an Employee for Services under the Agreement shall terminate on the earlier of (i) the last day of the month following the month of his or her termination of employment by Sponsor, or,if Employee is a COBRA beneficiary, the last day of his or her continuation coverage under COBRA or (ii) termination of the Agreement. Household Members shall remain eligible for Services until the eligibility of the Employee related to them ceases or until they cease to be Household Members, whichever occurs first. Notwithstanding, each Participant will be entitled to receive the full number of In-person Sessions identified in Section 3.2 of this Addendum A for an identified problem, as clinically appropriate, if he or she has scheduled an appointment with an EAP Counselor for that problem prior to the last date of eligibility as specified in this section. Magellan reserves the right to terminate the eligibility of any Participant, without right of reinstatement, for fraud or deception in the use of Services or for knowingly permitting such fraud or deception by another. Any such termination will be effective on the date Magellan mails notice of cancellation, unless the notice specifies a later date. Magellan will not terminate the eligibility of any Participant because of his or her health status or use of the EAP. A Participant does not have the right to renew his or her eligibility for Services under this Agreement once his or her relationship (employment or otherwise) to Sponsor is terminated. A Participant's right to receive Services is determined solely by this Agreement. 12. Exclusions. The EAP services provided hereunder do not include any of the following: (a) Evaluations required by any state or federal judicial officer or other governmental official or agency mandating that a Participant undergo counseling; (b) Court-mandated counseling and evaluations or recommendations to be used in child custody proceedings,child abuse proceedings, criminal proceedings,workers' compensation proceedings,or any legal actions of any kind; (c) Evaluations for fitness for duty determinations or excuses for leaves of absence or time off; (d) Medical care, including services for a condition that requires psychiatric treatment (for example, a psychosis); (e) Inpatient treatment; (f Services by providers who are not part of Magellan's EAP Counselor network; (g) Group counseling; (h) In-person Sessions that were not accessed through Magellan (either through the toll-free telephone access line or the on-line self-referral service) for the particular Episode of Care; (i) Psychological,psychiatric,neurological, educational,or IQ testing; (j) Remedial and social skills education services, such as evaluation or treatment of learning disabilities, learning disorders, academic skill disorders, language disorders, mental retardation, motor skill disorders,or communication disorders;behavioral training;cognitive rehabilitation; (k) Medication or medication management; (1) Examinations and diagnostic services in connection with obtaining employment or a particular employment assignment, admission to or continuing in school, securing any kind of license (including professional licenses),or obtaining any kind of insurance coverage; (m) Testimony, creation of records, or other services in connection with legal proceedings; (n) Guidance on workplace issues when the Participant sues,or threatens to sue,Sponsor; (o) Acupuncture; (p) Biofeedback or hypnotherapy;and (q) Services to permit individuals to fulfill any group health plan prerequisite that EAP services be utilized prior to behavioral health services becoming available. 13. Choice of Providers. Participants may select an EAP Counselor identified by an EAP Consultant or CSA, or through the online referral service at MagellanHealth.com. Magellan has no obligation to provide or arrange for EAP services by any person who is not an EAP Consultant or EAP Counselor. 14. Financial Responsibility. Participants have no financial responsibility in connection with EAP services provided under this Agreement. However, fees for professional services provided by resources other than Magellan or 2016MM 11 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 EAP Counselors, including, but not limited to, the retention of lawyers, financial consultants, dependent care providers, or other professional or service providers, will be the responsibility of the Participant and/or his or her group health plan or other benefit programs,as applicable. B. Administrative Services 1. Account Management. Magellan will designate a member of its account management staff to act as a liaison to Sponsor and to respond to questions, resolve service delivery issues, facilitate consultation on behavioral health topics and provide advice on the effective use of services. All account management services will be delivered telephonically unless otherwise mutually agreed upon by the parties. 2. Reporting. Via a password-controlled customer website dashboard,Magellan will offer a comprehensive set of standard reports online, available to Sponsor at any time other than regularly scheduled maintenance downtime of the dashboard. Additional or customized reports requested by Sponsor may be provided by Magellan for an additional fee to be mutually upon. Reports provided by Magellan will include aggregate Sponsor data and will comply with applicable laws regarding confidential information. C. Limited Liability and Warranties Magellan warrants that it and its third party vendors will make every effort to ensure the accuracy of the information or the appropriateness of any service or product provided to Participants. Referrals given by Magellan to Participants for elder or child care, legal or financial consultation services or other community services are not endorsements or recommendations for the referred programs or providers. The responsibility for selecting and engaging such providers lies solely with the Participant. Vendors and such other providers are not and shall not be deemed agents of Magellan or Sponsor. D. Suspension of Services Magellan reserves the right to suspend or terminate access to Legal Consultation Services, Financial Consultation Services, and/or E-Wellness Services upon ninety (90) days'written notice if,in Magellan's judgment, such services cease to be available on commercially reasonable terms from third party vendors. If Magellan elects to suspend or terminate any such services, the remaining provisions of this Agreement will remain in full force and effect, except that Magellan will adjust its Service Fees pro rata to reflect the suspension or termination of these services. 2016MM 12 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 ADDENDUM B FEE SCHEDULE PEPM Rate 1-5 In-person Session EAP,EAP Consultant Answer $1.39 (including all Services per Addendum A) Supplemental Fees Service Hours,in excess of 10 per Contract Year $230.00 per hour plus non-local travel costs (per Addendum A) CISM Services,in excess of 10 hours per incident $250.00 per hour plus non-local travel costs (per Addendum A) CISM Cancellation Fee $250.00 per hour 2016MM 13 DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) ‘.,...-' 6/17/2017 9/27/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONT PRODUCER Lockton Companies NAME:CT 1185 Avenue of the Americas,Suite 2010 PHONE FAX New York 10036 (A/C.No,Ext): (NC,No): 646-572-7300 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Lexington Insurance Company 19437 INSURED MAGELLAN HEALTH,INC. INSURER B:Liberty Mutual Fire Insurance Company 23035 1345009 4800 N. SCOTTSDALE ROAD INSURER C:Liberty Insurance Corporation 42404 SCOTTSDALE AZ 85351 INSURER D: INSURER E: INSURER F: COVERAGES MAGHEOI CERTIFICATE NUMBER: 11461505 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY N N 7055341 6/17/2016 6/17/2017 EACH OCCURRENCE $ 1,000,000 DAMAGE RETE CLAIMS-MADE X OCCUR PREMISES O(Ea occur ence) $ 50,000 MED EXP(Any one person) X000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 X POLICY PRO-JECT LOC PRODUCTS-COMP/OPAGG $ 1,000,000 OTHER: $ B AUTOMOBILE LIABILITY N N AS2-651-004219-116 10/1/2016 10/1/2017 COMBINED SINGLE LIMIT $ (Ea accident) 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX AOUTOS ONLY SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX HIRED NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY AUTOS ONLY (Per accident) X COMP.$1,000 X COLL.$1,000 $ XXXXXXX A UMBRELLA LIAB OCCUR N N 7055342 6/17/2016 6/17/2017 EACH OCCURRENCE $ 10,000,000 X EXCESS LIAB X CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ $ XXXXXXX WORKERS PER OTH- C AND EMPLOYERS'LIABILITY N WC7-651-004219-106 10/1/2016 10/1/2017 STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A MANAGECARE LIAB. N N 01-423-23-98 6/17/2016 6/17/2017 $10,000,000 per Med Incident A CLATMS MADE STR applies per policy $10,000,000 Aggregate A terms&conditions • DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER.APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S)REFERENCED. EVIDENCE OF COVERAGE CERTIFICATE HOLDER CANCELLATION 11461505 MAGELLAN HEALTH, INC. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 4800 N. SCOTTSDALE ROAD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN SCOTTSDALE AZ 85351 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATI E e ° a s 77 ©1088-2015 ACORD CORPORATION. All rights reserved. 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