Loading...
HomeMy WebLinkAboutAgenda - 06-05-2001-8lORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 5, 2001 Action Age~a Item No. SUBJECT: Em to ee Assistance Pro ram Contract Renewal DEPARTMENT: Personnel PUBLIC HEARING: (Y/N) No ATTACHMENT(S): 1 - 2001-02 EAP Contract 2 -Draft Memorandum of Agreement with Town of Hillsborough INFORMATION CONTACT: Elaine Holmes, Personnel Director, Extension 2550 TELEPHONE NUMBERS: Hillsborough 732-8181 Chapel Hill 968501 Durham 688-7331 Mebane 336-227-2031 PURPOSE: To consider renewal of the Employee Assistance Program (EAP) contract with Magellan Behavioral Health (formerly Human Affairs International) at a reduced rate. 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 an employee experiencing 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, requires the County to have a referral agency for an employee who tests positive for substance abuse. The EAP is the required referral resource for drug and alcohol treatment, under the Drug and Alcohol Testing requirements. The EAP also serves as the County's referral source when dealing with critical incident debriefings. The total service EAP employee utilization rate for employees contacting the EAP for assistance averages around 45 to 55 employees per year. In addition the EAP has provided employee training on dealing with eldercare issues. The EAP also has provided training for supervisors and department heads an its supervisory assistance program. Also as noted earlier, the EAP provides individual consultative assistance to supervisors in dealing with specific problem employee situations such as depression. z This year Magellan Behavioral Health has introduced a new small business EAP plan model for employers with 25 to 999 employees to provide more cost-effective workplace support services. The rate for this plan is $1.56 per employee per month as compared to the present Gounty rate of $1.83 per employee per month. As to the new plan model: • The, EAP benefits and services the County would receive under this plan change would be the same with the addition of a new feature providing for child and elder care needs assessment and referrals. • The changes the County would experience by renewing under this plan model are primarily: / Administrative (a new toll free number effective July 1; 2001, a new account consultant out of Utah instead of Virginia, generic communication materials (brochures, posters, wallet cards) without Orange County's name on them), and / Charging (a flat rate of $695 per case associated with a Department of Transportation positive drug test requiring aftercare monitoring). Given the number of DOT covered County positions is small and County policy provides for dismissal for a positive drug test, the circumstances under which such aftercare would be used are quite limited.. Thus, this is a more cost effective approach for the County to provide such services than paying in the base rate. Based on the staff review, staff recommends renewal of the EAP contract under the new small business plan model. Attachment 1 is the draft contract with Magellan Behavioral Health for this plan far 2001-2002. Attachment 2 is a draft updated Memorandum of Agreement with the Tawn of Hillsborough providing for the Town to continue to participate in the County's EAP contract. In 1993, the Board approved including the Town as a subgroup an 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. The inclusion of the Town has no adverse impact on the County's EAP rate or level of service. FINANCIAL IMPACT: The proposed contract renewal is at a reduced rate of $1.56 per employee per month from the current rate is $1.86 per employee per month. The estimated annual cost for the EAP for 2001-2002 is $12,205 as compared to $14,420 with the present rate. Funds are included in the recommended 2001-2002 budget. RECOMMENDATION(S): The Manager recommends the Board: Authorize the Board Chair to sign the contract with Magellan Behavioral Health for the EAP renewal under the small business plan model for 2001-2002, subject to contract review and approval by staff and the County Attorney. • Authorize the Manager to continue, the agreement for Town of Hillsborough inclusion in the County EAP program. AttaChme SERVICES AGREEMENT THIS SERVICES AGREEMENT (this "Agreement") is entered into as of this day of (the "Effective Date") in Salt Lake City, Utah, by and between MAGELLAN BEHAVIORAL HEALTH, INC., on behalf of itself and its Affiliates, ("Magellan") and ("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 progxam services to designated eligible persons in accordance with the terms of the Plan; and WHEREAS, Sponsor has requested Magellan to provide certain administrative and/or employee assistance program services in connection with the Plan, and Magellan agrees to provide such services in accordance with the terms and conditions of this Agreement NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Magellan and Sponsor hereby agree as follows: ARTICLE I SERVICES; SERVICE FEES 1.1 Services. Magellan agrees hereby to provide the Services to Sponsor during the Term and according to the terms and conditions of this Agreement (a) For purposes of this Agreement, "Services" means only the Services selected by Sponsor by designation directly below, as more fully described in the Addenda made applicable to this Agreement by such designation, and the Basic Services (as defined.in Section 1. l(bl): 1. Employee Assistance Prograrn Services (Addendum A) 2. Insights Services (Phone-based EAP) (Addendum B) (b) For purposes of this Agreement, "Basic Services" means the following Services: (1) Account Mara ement Magellan will provide account management to Sponsor for the purpose of coordinating the provision of Services under this Agreement (2) Installation. Commencing on or prior to the Effective Date, Magellan shall, as applicable, provide (i) advance hiring and training of new Magellan stag, (ii) communication to Participants, (iii) . development and maintenance of relationships with referral resources and Participating Providers servicing the LL Participants, and (iv) installation of additional telephone equipment and capacity at Magellan facilities. Magellan Behavioral Health O1/03/OI RSBM Services Agteement (3) Employee Communications. Sponsor, or its designee, shall be deemed the Plan Administrator and Named Fiduciary under ERISA with respect to such booklets or other communications, and Magellan shall nat act as Plan Administrator or Named Fiduciary, neither shall Magellan have any discretionary authority with respect to the design, preparation or distribution of employee booklets or communications to Employees. (4) Provider Network. If the Services include providing, arranging or making referrals for delivery of clinical services, Magellan shall maintain a network of Participating Providers. (5) 24-Hour Intake. If the Services include providing, arranging or making referrals for delivery of clinical services, Magellan shall provide intake for Participants on a continuous basis, twenty-four (24) hours per day, seven (7) days per week; as more specifically described and provided in the Addenda. hereto. (6) Reporting. Magellan shall provide Sponsor with periodic reports with respect to the Services, as more specifically described and provided in the Addenda hereto. 1.2 Pa~.ents. As consideration for Magellan's agreement to perform the Services, Sponsor agrees to pay Magellan on a timely basis all amounts due under this Agreement for performance of the Services including, witliout limitation, the Basic Fees and all' Supplemental Fees, all as may be adjusted according to the provisions of this Agreement (collectively, as so adjusted, the "Service Fees"), in accordance with the following terms and conditions: (a) Magellan shall invoice Sponsor during the Term for Service Fees hereunder quarterly in advance. To the extent that any Service Fees are incurred on afee-for-service basis hereunder, Magellan will - imoice Sponsor during the Term for such Service Fees at the next regular billing interval. (b) After the Term, Magellan shall, at such times as it deems appropriate in its discretion, invoice Sponsor for all Service Fees which remain due and payable under this Agreement. (c) Sponsor shall pay invoiced Service Fees to Magellan within thirty (30) days of Sponsor's receipt of such invoice. All payments due to Magellan. hereunder shall. be addressed to: Magellan Behavioral Health, Inc. W40S0 MBH P.O. Box 7777 Philadelphia,, FA 19175-0050 (d) Sponsor shall pay interest at the rate of one and one-half percent (1.5°/a) per month on all payments due hereunder which are not received by Magellan within sixty (60) days of Sponsor's receipt of Magellan's invoice, In addition, Sponsor shall reimburse Magellan for any costs Magellan incurs, including without limitation reasonable attorney fees, with respect to the collection of a~+ late payment of Service Fees, (e) No later than sixty (60) days prior to the Contract Anniversary Date, Sponsor and Magellan shall reach agreement as to new rates for the Services under this Agreement to go into effect on such Contract Anniversary Date. If no agreement regarding new rates is reached prior to the Contract Anniversary Date, Magellan shall provisionally charge Sponsor such new rates. Magellan 9ehavioral Health 01/03/01 RSRM Services Agreement ARTICLE II TERM; TERMINATION 2.1 Term. The term of this Agreement (the "Term") shall commence on the Effective Date and shall remain in full force and effect unless terminated in accordance. with this Section 2.2. 2.2 Termination. (a) Either party may terminate this Agreement without cause at any time by providing ninety (90) days' prior written notice to the other party hereto. Termination pursuant to this Section shall be effective a5 of the date ninety (90) days following the date of such notice of termination or such later date as may be provided in such notice. (b) Either party may terminate this Agreement for cause, provided that, the complaining party shall provide at least thirty (30) days' written notice to the breaching party specifying the nature and, so far as then known, the extent of the breach and the action required to correct the breach. The breaching party shall be afforded thirty (30) days (or such additional time as the complaining party may determine, as confirmed in writing, to be reasonable) to cure the breach or, as determined by the complaining party, to achieve substantial cure if a complete cure cannot be neasonably effectuated within the designated period. If the breach remains un~vred 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 c;aucel 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 illation, or as of such later date as set forth in such notice. (d) Notwithstanding Section 2,2(bl, Magellan may terminate this Agreement due to Sponsor's failure to comply with its payment obligations under Section 1.2 in a timely manner, and such termination shall be effective, uNess previously cured, as of the date fifteen (lS) days tom the date of written notice provided by Magellan to Sponsor or as of such later date as set forth in such notice. (e) Notwithstanding any other provision, this Agreement may be terminated by either party effective as of the date of notice or such later date as specified in such notice if a filing in bankruptcy, the appointment of a receiver, the marshaling of debts or assets or the proposed settlement of outstandiugg debts under applicable reorganization or insolvency laws is filed by or against Magellan or Sponsor. (fj Ifthis Agreement is terntixtated due to failure of Sponsor to make timely payment of Service Fees due hereunder, then this Agreement shall be reinstated, as though it had never been terminated, upon the frill payment of such Service Fees by Sponsor to Magellan prior to or on the first due date for the payment of Service Fees under Section 1.2 following the due date with respect to which Sponsor was delinquent; provrded, however, that if Magellan receives such payment in satisfaction of delinquent Service Fees more than fifteen (15) days after the issuance of its notice of termination, then Magellan may, in its sole discretion, either (1) deny such reinstatement by refunding payment within twenty (20) business days of its receipt thereof, or (2) accept Sponsor reinstatement within twenty (20) business days of its receipt thereof. 2.3 Covenants u n Termination. Upon termination of this Agreement, (a) if requested by the other party, each party shall promptly return to the other, or its designee, (or, upon written instruction by such other party, destroy) all originals and copies of the other's Magellan Behavioral Health RSBM Services Agreement 01/03/01 3 Information, including without limitation Proprietary Materials, in its possession or control except to the extent such information must be retained or kept confidential by Magellan (or by Providers rendering Services hereunder) according to applicable law or as expressly provided in this Agreement. Sponsor shall pay reasonable costs and fees associated with Magellan's transfer of such Information. At the request of Sponsor or Magellan, the other party shall deliver promptly to the requesting party a certificate representing and certifying that such party has either destroyed or returned to the requesting party all Information of the requesting party in compliance with this Section 2.3(b). (b) with respect to Participants who require treatment which continues or is related to treatment received under this Agreement, and to the extent authorized by,Participants or state law, Magellan agrees to deliver copies of relevant Clinical Records in its possession, and to make reasonable efforts to obtain the cooperation of Providers in delivering copies of relevant Clinical Records in their possession, directly to the new providers of such treatment or to the new vendor of the applicable administrative or managed care services. Sponsor agrees that it shall be responsible for all rreasonable costs associated with copying and transfer of such Clinical Records. ARTICLE III GENERAL COVENANTS AND OBLIGATIONS 3.1 Confidentiality:_Proprietar~! 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 anal not by reason of any act or emission of the disclosing party, or (3) as maybe required by law. Magellan agrees that it shall not use any Luformation of Sponsor or any Participant except for the.purpose of performing the Services. Notwithstanding the above, Sponsor agrees that Magellan may make accurate references to Sponsor and the Plan in its marketing activities and in informing health care providers as to the organizations and benefit plans for which Services are to be provided Sponsor agrees that it shall net use any Information of Magellan except with the prior written consent of Magellan or as otherwise expressly authorized by this Agreement. (b) Sponsor expressly acknowledges that Magellan has developed manuals, procedures, processes, publications, systems, management reports, knowledge, names, logos, trademarks, service marks and information related to the Services which are proprietary in nature and which constitute trade secrets or other intellectual property of Magellan (collectively, the "Proprietary Materials"). Sponsor agrees that the Proprietary Materials shall remain the sole property of Magellan and that Sponsor will refrain from interfering with and/or appropriating any of Magellan's proprietary rights therein. Sponsor agrees that all Proprietary Materials shall constitute Information for purposes of the covenants and obligations contained in Sections 2.3Lb) and 3.1 a . (c) Notwithstanding any other provision of this Agreement, Magellan shall not be compelled to disclose or deliver to Sponsor any Clinical Record, except with the written consent of the relevant Participant or except as required by applicable law. For purposes of this Amt, Clinical Records are deemed to be Information of Magellan and/or Providers, as applicable. Non-Clinical Records constitute Information of Sponsor. (d) 1fie parties hereto acknowledge and agree that any breach of the terms of Sections 3.l a , 3.1(b) and.3.1(c1 above would result in irreparable injury and damage to the other party for which the other party would have no adequate remedy at law; the parties hereto therefore also acknowledge and agree that in the Magellan Behavioral Health RSHM Services Agreement 01/03/01 4 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 maybe 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 p~1~~*+t to the terms of this Agreement or as required by law, Magellan shall retain all books and records relating to Services performed hereunder by Magellan (and other books and records as may be required by law) for a period of seven (7) years from the date of the relevant treatment or filing of claim, as applicable, or such longer period as may be required by law. Upon reasonable request, for purposes related to the administration of the Plan and to the extent permitted by law or regulatioq Magellan shall make such records available to Sponsor during regulaz business hours at the principal administrative offices of Magellan for examination, auditing or copying. Magellan shall maintain all such books and records in accordance with prudent standazds of record keeping. 3.2 Sponsor Cooperation. Sponsor acknowledges that the effective performance of the Services by Magellan hereunder requires that Sponsor cooperate with Magellan in its efforts. Sponsor agrees to cooperate with Magellan in Magellan's performance of the Services by furnishing, among other things, timely reports and information in a form and manner specified by Magellaq including, without limitation, the number of Participants covered under the Plaq the kinds of benefits to which such Participants aze entitled, and such other information as may be necessary for performance of Services, including without limitation the processing of benefit payments. Sponsor shall provide Magellan continuing access to all books and records necessary for Magellan to fulfill its duties hereunder to Sponsor and Participants. Magellan shall not be responsible for any delay in the performance of its duties under this Agreement to the extent that such delay arises from the failure of Sponsor m provide W Magellan any such information on a timely basis. 3.3 Employee Count Prior to or on the Effective Date, Sponsor shall .furnish Magellan a listing of Sponsor's eligible employees ("Employee Count"). (a) Employee Count Changes. If at any time during the Term the number of Employees increases or decreases more than fifteen percent (15%) relative to the Employee Count, Sponsor shall notify Magellan of such change, and the necessary financial adjustment shall be made in the next billing cycle W reflect the correct Employee Count If Sponsor's Employee Count decreases to less than twenty-five) employees in any billing cycle, Sponsor will be billed for a minimum of twenty five (25) employees. Sponsor shall provide Magellan with an updated Employee Count at the time,of'renewal. Sponsor's rates will be~ determined by the Employee Count at the time of renewal. If the Employee Count changes, moving Sponsor into a different rate tier, implementation of a tier rate change shall occur at the next semi-annual billing. Upon ten (LO) days' written notice from Magellan to Sponsor, Magellan shall have the right to engage an independent party to audit the operations of Sponsor at any time during Sponsor's normal business hours for the sole purpose of verifying the accuracy of the Employee Count 3.4 Provision of Services. (a) Generally. Magellan, in its sole discretion, shall provide the Services hereunder either from its employees or the employees of an Affiliate of Magellan, or by retaining, directly or indirectly through an Affiliate of Magellan, independent contractors to provide the Services. (b) Professional Services. Except as otherwise provided in this Agreement, Magellan shall provide, in its sole discretion and to the extent permitted by law, all professional services required by this Agreement through Care Managers, Staff Clinicians or Participating Providers. - Magellan Behaviptal Health R58M Services Agteement 01/03/01 S (1) Care Manasers. "Care Manager" means an employee of Magellan or of an Affiliate of Magellan who is a clinical professional licensed or certified under applicable state law to provide treatment in the areas of mental health and substance abuse. (2) 5ta$ Clinicians. "Staff Clinician" means an employee of Magellan or of an Affiliate of Magellan who is a duly qualified mental health and/or substance abuse treatment provider. For purposes of this Section, "duly qualified" includes being licensed or certified where required by state law. (3) Partici tin Providers. "Participating Provider" means an individual practitioner, group of practitioners, facility, or other specialized provider of services which (i) maintains a practice or operates a facility or program that provides mental health and/or substance abuse treatment, (ii) has been credentialed by Magellan or an Affiliate or designee of Magellan in accordance with Magellan's credentialing policies and (iii) has been designated as "participating" by Magellan or an Affiliate of Magellan and has entered into a participation agreement wifh Magellan or an Affiliate of Magellan to provide specified services to Parkicipants. (4) Non-Participatine Providers. In circumstances where a Participant resides or is working in a location farther than twenty (20) miles or twenty (20) minutes away from the nearest Staff Clinician or individual Participating Provider who is, qualified and available to provide needed Services to such Participant, and only in such circumstances, Sponsor agrees that Magellan may provide such Services through aNon- 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 Magellan's use of Non Participating Providers under these circumstances. 3.5 Compliance with Law. ,Magellan shall obtain and maintain, at its sole expense, all licenses and pernuts necessary for it. to perform the Services. Sponsor agrees to provide such information and documents as may be necessary ro assist Magellan in obtaining or maintaining such licenses or permits. Magellan and Sponsor agree to comply with all applicable Legal Requirements regulating terms and conditions of employment. 3.6 Emplovment Relationslu,,;ps. Ia entering into this Agreement, Sponsor is not relinquishing any of its rights and obligations to control any facets of any employment relationship that may exist between .Sponsor and an Employee, including without limitation rights to take disciplinary action relating to any Employee. Sponsor agrees that Magellan shall bear no responsibility with respect to Sponsors discipline or termination of its Employees and that Sponsor shall defend Magellan and hold Magellan harmless fxom any and all claims or liability arising from any such discipline or termination. 3.7 Insurance. Magellan agrees to obtain and maintain during the Term the followiztg insurance coverages: (a) comprehensive general liability in a minimum amount of three million dollars (53,000,000) in the aggregate and one million dollars (51,000,000) per occurrence (in excess of deductible amounts) and (b) professional liability insurance (malpractice) in a minimum amount of five million dollars (55,000,000) in the aggregate and per occurrence (in excess of deductible amounts). ARTICLE IV MISCELLANEOUS 4.1 Survival. In addition to those covenants and obligations, if any, specified elsewhere herein to survivE, the covenants and obligations contained in Sections 1.2, 22^3, and 3~„1 shall survive the termination of this Agreement. - Magellan Behavioral Eealth RSBM Services Agreement 01/03/01 4.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when (i) delivered personally or (ii) received by the addressee, if sent by telecopier (receipt confirmed by telephone), Express Mail, Federal Express or other express delivery service (receipt requested) or by registered or certified mail, return receipt requested, in each case to the other party at the following addresses and telecopier numbers (or to such other address or telecopier number for a party as shall be specified by like notice; provided that notices of a change of address or telecopier number shall be effective only upon receipt thereof): To Magellan: Magellan Behavioral Health, Inc. 10150 South Centennial Parkway Sandy, Utah 84070 Attention: Legal Department telecopier: (801) 256-7088 To Sponsor: Attention: telecopier: ~, 4.3 Assignment. Neither party shall assign or transfer any duty or interest in this Agreement without the written consent of the other party, except (a) as otherwise herein permitted or (b) to the extent permitted by law, to a parent corporation or wholly owned subsidiary as long as such assignment does not result in a material change in the other party's rights and/or duties hereunder, and exceptthat Magellan may, in its sole discretion and without notice to Sponsor, but subject to the provisions of this Agreement regarding professional qualifications, provide the Services hereunder through its own employees, employees of its Affiliates or independent contractors retained by Magellan or by Affiliates of Magellan. Any attempted transfer or assignment contrary to the provisions of this Section shall be void. This Agreement shall be binding on any successor in interest of either party. 4.4 Status of the Parties. Magellan and-Sponsor agree that Magellan and all Providers are , independent contractors with respect to the Services performed under this Agreement and, except as otherwise ~~ specifically provided in this Agreement, (a) no Provider is the agent of Magellan or Sponsor nor is any Provider authorized to act on behalf of Magellan or 5ponsor~in any manner and (b) neither Magellan nor Sponsor is the agent of the other, nor is either party authorized to act on behalf of the other in any manner. 4.S Waiver. The failure of either party in arty one or more instances to insist upon strict perforn-ance 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_Taw. 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. ff 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 oNy to the extent as it maybe 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 ox provisions, and all other rights and obligations of the parties shall be construed and enforced accordingly. Magellan Behavioral Health RSEM Services Agreement O]/03/OI 7 4.8 Authori .Each party hereto represents and warrants to the other that the person executing this Agreement an behalf of such party has been duly authorized to execute and deliver this Agreement on behalf of said party. 4.9 Force Majeure. 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 parry. Lf either party becomes aware of any such factor which would cause a delay or failure in performance, it shall immediately notify the other party of the existence of such factor and probable length of continuation thereof. 4.10 Construction. The article, section and paragraph headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. Unless otherwise provided, all references in this Agreement to articles, sections and paragraphs refer to the corresponding articles, sections and paragraphs of this Agreement. All words used herein shall be construed to be of such gender or number as the circumstances require. Unless otherwise specifically noted, the words "herein," "hereof," "hereby," "hereinabove," "hereinbelow," "hereunder," and words of similar import, refer to this Agreement as a whole and not to any particular article, section, subsection, paragraph, clause or other subdivision hereof. Whenever the term "including" or a similar term is used in this Agreement, it shall be read as if it were written "including by way of example only and without in any way limiting the generality of the clause or concept to which reference is made." 4.11 Entire_Agreement: Modification. This Agreement, including all Addenda and exhibits hereto, represents the entire Agreement betareen the parties and supersedes any and all previously written or oral agreements or understandings. This Agreement may only be changed by a writing signed by Magellan and Sponsor. 4.12 Counterparts. This Agreement maybe executsd 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 . Fir the purposes of this Agreement, the following terms.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 "Basic Fees" for a month during the Term means the PEPM Charge multiplied by the applicable Employee Count 5.4 "Basic Services" shall have the meaning set forth in Section 1.1 . 5.5 "Californi_a_Partici~an„_t" means a Participant who resides in, or whose place of employment with Sponsor is located in, the State of California. 5.6 "Care Manager" shall have the meaning set forth in Section 3.4(b)(1). Magellan Behavioral Health O1/03/D1 RSHhf Services Agreement 5.7 "Clinical Records" means any documentation, electronic media, data, notes, records or other information pertaining to the counseling, clinical treatment ar condition of a specific Participant obtained or developed by Magellan or any Provider in connection with performance of the Services hereunder or the delivery of clinical treatment or care to such Participant.. Clinical Records include information which identifies specific Participants who receive treatment or care hereunder. 5.8 "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. 5.9 "Contract Annive Date" shall mean July 1 of each calendar year. 5.10 "Contract Year" shall mean the contract period, commencing with the Effective Date or a Contract Axuriversary Date, as applicable, and ending with the day before the succeeding Contract Anniversary Date. 5.11 "Dependent" means any natural person (other than an Employee) eligible to receive benefits under the Plan. In addition, with respect to EAP Services or Insights Services, "Dependent" shall also include any natural person residing with an Employee on a noni:ommercial basis. 5.12 "Dollars" and "~" mean the lawful currency of the United States of America. 5.13: "Effective Date" shall mean that date first set forth at the beginning of this Agreement. 5.14 "Employee" means any natural person eligible to receive benefits under the Plan by viitue of being a current employee of Sponsor or a retiree of Sponsor or ex~mployee of Sponsor determined by Sponsor to be eligible to receive such benefits pursuant to COBRA. 5.15 "Employee Assistance Pro Service" or "EAP Services" means those Services described in Addendum A, if any, to this Agreement. 5.16 "Emolovee Count" shall mean the number of Sponsor's eligible employees. 5.17 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 5.18 "Fee Schedule" means that schedule of fees and charges attached to this Agreement and describing the fees and charges payable to Magellan by Sponsor pursuant to this Agreement. 5.19 "HAI-CA" means Human Affairs International of California, a Californa corporation. HAI-CA performs EAP Services in California as a licensed specialty health plan under the California Knox-Keene Health Care Service Plan Act of 1975, as amended, and is subject to the regulatory oversight of the Department of Corporations of the State of California. 5.20 "Information" shall have the meaning set forth in Section 3.1(al. 5.21 "Insi~hts_Services" means those Services described in Addendum B, if any, to this Agreement. 5.22 "Le al R uirement" 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. - Magellan Behavioral Health RSBM Services Agreement pl/03/pl 9 5.23 "Named Fiduci "means, for Plans governed by ERISA, the Sponsor or such other party identified by Sponsor in accordance with Section 402(a) of ERISA. In no case shall Magellan act as a Named Fiduciary. 5.24 "Non-Clinical Rewords" means any documentation, electronic media, data, notes, records or other information, including benefit and claims payment information, pertaining to Magellan's performance of Services hereunder, except for any Clinical Records. 5.25 "Non-Participating_Proyider" means a practitioner or other specialized provider of services which is not a Participating Provider but which has represented to Magellan prior to performing Services p~ssumit to this Agreement that, to the extent applicable, such provider (a) holds an appropriate medical or clinical degree, (b) holds appropriate licensors unencumbered and otherwise in good standing, and (c) maintains professional liability insurance coverage which satisfy Magellan's standard policies regarding Non-Participating Providers. 5.26 "Participant" means any Employee or Dependent; provided, that if the Sponsor offers a Plan governed by ERISA, "Participant" shall have the meaning set forth in Section 3(4) of ERISA. 5.27 "~'articipating Provider" shall have the meaning set forth in Section 3.4(b)(3). 5.28 "PEPM" means "per Employee per month." 5.29 "PEPM Chores" 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 pu*-~~nt to the terms of this Agreement. 5.30 "Plan" shall have the meaning set forth in the Recitals. 5:31 "Plan Administrator" means Sponsor or such other party designated by. Sponsor-as,. or otherwise deemed to be, an administrator of the Plan for purposes of ERISA or any applicable state law of similar nature. In no case shall Magellan act as or be deemed, by virtue of its performance of the Services or otherwise for any reason, to be a Plan Administrator, 5.32 "Proprietary Materials" shall have the meaning set forth in Section 3.1(b). 5.33 "Providers" means Participating Providers, International Participating Providers and Non- Participating Providers, as applicable. 5.34 "Service Fees" shall have the meaning set forth in Section 1.2. S.3S "Services" shall have the meaning set forth in Section 1.1, 5.36 "tensor" means the undersigned party to this Agreement identified as such in the first paragraph of this Agreement. 5.37 "Staff Clinician" shall have the meaning set forth in Section 3.4(b)(2). 5.38 "Supplemental Fees" means all fees and charges, except for Sasic Fees, due and payable by Sponsor to Magellan for performance of Services at the rates listed on the Fee Schedule for such Services. Magellan behavioral Health tll/03/tl1 RSBM Services Agreement 10 5.39 "Term" shall have the meaning set forth in Section 2.1. [INTENTIONALLY LEFT BLANK -SIGNATURE PAGE FOLLOWS] Magellan Behavioral Health RSBM Services Agreement O1/03/Q1 11 IN WITNESS WI~REOF, Magellan and Sponsor have executed this Agreement to be effective as of the Effective Date. Magellan: SPONSOR: MAGELLAN BEHAVIORAL HEALTH, INC. By: Gregory A. Bayer Executive Vice President By: Name: Title: Date: Witness: Magellan Behavioral Health RSBM Services Agreement Date: Witness: 01/03/01 l2 ADDENDUM A TO SERVICES AGREEMENT m to ee Assistance Pro Services This Addendum A to Services Agreement (this "Addendum A") is an addendum to the Services Agreement between Magellan and Sponsor. Unless otherwise defined in this Addendum A, capitalized terms used herein shall have the meanings defined in the Services Agreement. A-1. Descnintion of Services. The Employee Assistance Program Services to be provided by Magellan pursuant to the Agreement shall consist of the following services in connection with the behavioral difficulties of Participants relating m family problems, marital discord, drug or alcohol use, stress or other personal matters: A-1.1 Toll-Free Telephone Access. Magellan shall maintain atoll-free 1-800 or 1-888 telephone access line (the "Access Line") 24 hours per day, 7 days per week available for Participants to obtain referral and emergency crisis intervention services. A-1.2 Assessment. Counseling and Referral Services. Magellan shall provide Participants access to assessment, counseling and referral services 24 hours per day, 7 days per week.. Magellan shall provide Emergency Sessions, Urgent Sessions and Routine Sessions (as each are defined below) for the requesting Participant within the time periods.specified below in such definitions. Magellan shall provide up to [insert 3, S or 8 sessions, whichever model Sponsor selects] Sessions (as defined below) per Participant per.problem per year. A-1.3 Treatment Com fiance Monitorin . If the plan covers chemical dependency treatment, then Magellan may continue to monitor treatment. compliance with respect to the chemical dependency treatment of a Participant, with the concurrence of the Participant, for up to one year, For Employees only, (a) to the extent that an Employee so elects or (b) if Sponsor makes a mandatory referral with respect to an Employee, then Magellan shall (1) monitor the compliance of the Employee with respect to treatment recommendations received in connection with EAP Services and (2) provide regular telephonic recovery support to the Employee with regard to chemical dependency treatment. A-1.4 Referral of Le al Issues, Magellan shall provide Participants with access, through the Access Line, to a third-party vendor for referral of Participants to attorneys who can assess and assist with the routine legal needs of such Participants, except for legal needs relating to employment law. Participants engaging attorneys through this process shall be entitled to one free initial consultation per problem, either by telephone or face-to-face at the option of the Participant, and to a 2S% reduction in the attorney's usual and customary fees for legal work beyond the initial consultation. Magellan shall generate reports of participant utilization of access to legal services hereunder. , A-1.5 Records and Reporting. Magellan shall maintain rerArds for each Participant who contacts Magellan for EAP Services. Subject to the restrictions of Section 3.1, for Sponsors with X250 employees Magellan will provide a statistical report on an armual basis of Participant utilization of EAP Services and for Sponsor's with X250 employees, Magellan shall provide a statistical report on a quarterly basis of Participant utilization. Magellan Behavioral Sealth RSEM Services Agreement 01/03/01 A-1 Magellan reports hereunder shall reflect customer specific data provided, however, the reports will not include Participant-specific clinical information or other patient-identifiable information. A-1.6 Management Consultation. To the extent authorized by the relevant Employee or otherwise by law, Magellan shall respond to inquiries by Sponsor's managers and supervisors with consultation in the following areas: (a) dealing with Employees identified by Sponsor whose persona! problems may be adversely impacting their job performance, (b) coordinating Employee referrals to EAP Services, (c) consulting regazding management of high-risk situations in which an Employee's personal problems may lead to a threat of violence in the workplace; (d) facilitating the return of an Employee to work process, as appropriate, and (e) assessing and facilitating critical incident intervention, A-1.7 Publications and Documents, Magellan shall provide various publications and documents in connection with the EAP Services. Any additional materials requested by Sponsor shall be provided at additional cost to Sponsor. Magellan agrees that dissemination of such materials will be in accordance with Sponsor's policies and only with Sponsor's prior approval. A-1.8 Trainine. Magellan shall provide the training hours as outlined in the Fee Schedule per Contract Year free of additional chazge hereunder (a) to Sponsor's supervisors to assist them in recognizing Employee problems and encouraging Employees to make use of EAP Services and (b) to Employees to explain how they can make use of EAP Services. Unless otherwise agreed by Magellan and Sponsor, all training sessions shall be held at Sponsor's place of business. At the request of Sponsor, Magellan shall provide training p~~*r+»nt to this paragraph in addition W the number of hours set forth in the Fee Schedule. Such request shall provide Magellan with at least thirty (30) days' advance notice of the desired dates and times for such additional training. Sponsor agrees to pay Magellan additional Service Fees in the amount per hour indicated in the Fee Schedule, plus expenses, for the provision of any, such additional training. A-1.9 De ndent Care Trainin . At Sponsor's request, Magellan shall coordinate and/or provide training pursuant to paragraph A.1.11 on a variety.af dependent care, elder care and work-life related topics. Unless otherwise agreed by Magellan and Sponsor, all training sessions shall be held at Sponsor's place of business. Such request shall provide Magellan with at least thirty (30) days' advance notice of the desired dates and times for such training. Sponsor agrees to pay Magellan additional Service Fees in the amount per hour indicated in the Fee Schedule, plus expenses, for the provision of any such training. A-1.10 Critical Incident Stress Debriefine.. Magellan shall provide CISD (as defined below) to Sponsor's management and Participants to counter emotional distress caused by catastrophic or traumatic events. CISD shall be at the initial request of Sponsor and shall be coordinated by Magellan's Work/Life Management Services staff. Sponsor agrees to pay Magellan additional Service Fees in the amount indicated in the Fee Schedule per hour (excluding hours spent by Magellan planning and coordinating such CISD), plus expenses, for CISD performed by Magellan hereunder. A-1.11 D~endent Care. Magellan shall provide Participants referral services for elder and child care ("Dependent Care Services"). Magellan shall produce and incorporate usage reports on Dependent Cara Services offered by Magellan hereunder into its statistical report pursuant to Paragraph A-1.5. A-1.12 Run-Off Services. Sponsor acknowledges that, at the time of termination of this Agreement, some Participants may be engaged in counseling pursuant to this Addendum A and that it may be unethical and/or illegal to terminate such counseling without providing or arranging on-going treatment for such Participants. Accordingly, upon receipt of notice of termination (if termination is by Sponsor) or upon its notice of termination (if termination is by Magellan), Magellan will furnish Sponsor a listing of the number of existing cases which require on-going EAP Services. Sponsor shall allow Magellan to continue to provide such Services or to make other clinically acceptable arrangements for continued provision of Services: Sponsor agrees to pay Magellan Magellan Behavioral Health RSBM Services Agreement 01/03/01 A-2 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~ualifications. Except as otherwise provided in this Agreement, (a) all direct clinical services provided through the Access Line shall be provided by Care Managers or Participating Providers and (b) all clinical Sessions shall be conducted by Staff Clinicians or Participating Providers who have (1) training and experience in assessing substance abuse problems and in conducting focused, problem-resolution counseling and (2) at least a Master's level degree in the appropriate field or such other training and practical experience in such behavioral health treatment settings as qualify them to provide the applicable EAP Services. A-2.2 Referrals. Referrals given by Magellan to Participants for elder or child care, legal services or other community services are not endorsements or recommendations for the referred programs or providers, nor has Magellan necessarily subjected the referred programs or providers to a detailed screening process. The responsibility for selecting and engaging such providers lies solely with the Participant_ Vendors and other providers. of elder or child care, legal services or other community services are not and shall not be deemed agents of Magellan or Sponsor. Vendors have represented to Magellan that they consider Sponsor as a third-party beneficiary of their indemnity obligations to Magellan for such vendors' acts and omissions (but not for acts or omissions of Magellan or Sponsor). A-2.3 Exclusions. For purposes of this Addendum A only, the terms "Participant" and "Employee" shall be deemed to exclude all Participants (as otherwise defined) whose residence or place of employment with Sponsor is located (a) outside of the United States or(b) in the State of California. Notwithstanding the above, if (i) no Participant would be entitled to more than three (3) Sessions total during any six-month period pursuant to Para ra h A-1.2 above and (ii) Sponsor is not providing for EAP Services for California Participants pursuant to a separate agreement with. Magellan-CA, then the terms "Parpicipant" and "Employee" shall be deemed, as applicable, to include California Participants. if Sponsor desires EAP Services in California in excess of the limitations set forth above, such EAP Services must be provided pursuant to an agreement between Magellan-CA and Sponsor, but not pursuant to this Agreement. A-2.4 Definitions. For purposes of this Addendum A, the following terms shall have the meanings set forth below: (a) "CISD" or "Critical Incident Stress Debriefing" means response to and consultation in connection with a sudden, unanticipated incident pr circumstance that produces a high degree of distress in the affected workplace of Sponsor or an immediate or delayed emotional reaction by Participants, including Employees, that surpasses normal coping mechanisms. (b) "Session" means each separate occasion, as determined by Magellan, when Magellan provides or offers counseling as an EAP Service to a Participant, whether by telephone or in person, provided that post-counseling evaluations and post-referral telephone follow-up calls shall not be deemed Sessions. (c) "Emergency Session" means a Session scheduled in response to a situation requiring immediate assessment and intervention that cannot typically be delayed longer than six (6) hours. (d) "Routine Session" means a Session scheduled in response to a situation that can safely be handled through an appointment available within a reasonable time (typically within seventy-two (72) hours). Magellan Behavioral Health RSBM Services Agreement 01/03/01 A-3 (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 na longer thantwenty-four (24) hours). Magellan Behavioral Health RSBM Services Agreement 01/03/01 A~ ADDENDi1M B TO SERVICES AGREEMENT Insi hts Services This Addendum B to Services Agreement (this "Addendum B") is an addendum to the Services Agreement between Magellan and Sponsor. Unless otherwise defined in this Addendum B, capitalized terms used herein shall have the meanings defined in the Services Agreement. Notwithstanding the foregoing, this Addendum B shall be deemed a part of the Agreement and incorporated therein if and only if Sponsor has not selected EAP Services as part of the Services by designation pursuant to Section 1.1(a). B-1. Description of Services. The Insights Services to be provided by Magellan pursuant to the Agreement shall consist of the fallowing services in connection with the behavioral dill culties of Participants relating to family problems, marital discord, drug or alcohol use, stress or other personal matters: B-1.1 Assessment, Crisis Intervention. Consultation,and Referral Services. Magellan shall provide Participants access to telephone-based assessment, crisis intervention, consultation and referral services 24 hours per day, 7 days per week via a toll free 1-800 or 1-888 telephone access line the ("Access Line"). -Magellan shall provide telephonic follow-up services (a) within 24 hours of Magellan's receipt of a "crisis" calls from a Participant and (b) within thirty (30) days of Magellan's receipt of any other Participant request for services. Magellan shall determine whether a call is a "crisis" call in accordance with its standard policies and practices. 8-1.2 Publications and Documents. Unless otherwise directed by Sponsor, Magellan shall provide various publications and documents in connection with the Insights Services. Any additional materials requested by Sponsor shall be provided at additional cost to Sponsor. Magellan agrees that dissemination of such materials will be in accordance with Sponsor's policies and only with Sponsor's prior approval. B-1.3 Referral of Le al Issues. Magellan shall provide Participants with access, through the Access Line, to a third-party vendor for referral of Participants to attorneys who can assess and assist with the routine legal needs of such Participants, except for legal needs relating to employment law. Participants engaging attorneys through this process shall be entitled to one free initial consultation per problem, either by telephone or face-to-face at the option of the Participant, and to a 25% reduction in the attorney's usual and customary fees for legal work beyond the initial consultation. B-1.4 Manasement Consultation. To the extent authorized by the relevant Employee or otherwise by law, Magellan shall respond to inquiries by Sponsor's managers and supervisors with consultation in the following areas: (a) dealing with Employees ideatitxed 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. Magellan Behavioral Health R59M Services Agreement 01/03/01 B-1 B-1.5 Training. Magellan shall provide the training hours as outlined in the Fee Schedule per Contract Year free of additional charge hereunder (a) to Sponsor's supervisors to assist them in recognizing Employee problems and encouraging Employees to make use of EAP Services and (b) to Employees to explain how they can make use of EAP Services. Unless otherwise agreed by Magellan and Sponsor, all training sessions shall be held at Sponsor's place of business. At the request of Sponsor, Magellan shall provide training pursuant to this paragraph in addition to the number of hours set forth in the Fee Schedule. Such request shall provide Magellan with at least thirty (30) days' advance notice of the desired dates and times for such additional training. Sponsor agrees to pay Magellan additional Service Fees in the amount per hour indicated in the Fee Schedule, plus expenses, for the provision of any such additional training. A. ~ B-1.6 Dependent Care Trainine. At Sponsor's request, Magellan shall coordinate and/or provide training pursuant to paragraph B-1.5 on a variety of dependent care, elder care and work-life related topics. Unless otherwise agreed by Magellan and Sponsor, all training sessions shall be held at Sponsor's place of business. Such request shall provide Magellan with at least thirty (30) days' advance notice of the desired dates and times for such training. Sponsor agrees to pay Magellan additional Service Fees in the amount per hour indicated in the Fee Schedule, plus expenses, for the provision of any such training. B-1.7 Critical Incident Stress Debriefing. At Sponsor's request, Magellan shall provide CISD (as defined below) to Sponsors management and Participants to counter emotional distress caused by catastrophic or traumatic events. CISD. shall, be at the initial request of Sponsor and shall be coordinated by Magellan's Work/Life Masaagement Services staff. Sponsor agrees to pay Magellan additional Service Fees in the amount indicated in the Fee Schedule per hour (excluding hours spent by Magellan planning and coordinating such CISD), plus expenses, for CISD performed by Magellan hereunder. For purposes of this Addendum B, "CLSD" or "Critical Incident Stress Debriefing" means response to and consultation in connection with a sudden, unanticipated incident a;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-1.8 Dependent Care. Magellan shall provide Participants referral services for elder and child care ("Dependent Care Services"). Magellan shall produce and incorporate usage reports on Dependent Care Services offered by Magellan hereunder into its statistical report pursuant to Param~aoh B-1_.5. . B-2. Additional Terms and Conditions. B-2.1 Professional ualificadans. Except as otherwise provided in this Agreement, all direct clinical services provided through the Access Line shall be provided by Care Managers or Staff Clinicians who have training and experience which qualify them to provide the applicable Insights Services. B-2.2 Referrals. Referrals given by Magellan to Participants for elder or child care, legal services or other community services are not endorsements or recommendations for the referred programs or providers, nor has Magellan necessarily subjected the referred programs or providers to a detailed screening process. The responsibility for selecting and engaging such providers lies solely with the Participant. Vendors and other providers of elder or child carte, legal services or other community services are not and shall not be deemed agents of Magellan or Sponsor. Vendors have represented to Magellan that they consider Sponsor as athird-parry beneficiary of their indemnity obligations to Magellan for such vendors' acts and omissions (but not for acts or omissions of Magellan or Sponsor): Magellan Behavioral Health RSRM Services Agreement 01/03/02 B-2 B-2.3 Exclusions. For purposes of this Addendum B 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 no Participant would be entitled to more than three (3) Sessions total during any six-month period pursuant to Paragraph B-1.2 above and 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 I-IAI-CA and Sponsor, but not pursuant to this Agreement. Magellan Behavioral Health RSBM Services Agreement O1/03/OI B-3 05/24/01 05:33 '$801 5787671 HAI CUSTOMER KGT a f. FEE SCHEDULE APPROVED FOR TRANSTTIUN CLISTUMERS ONLY FEE SCI~IEDULE TQ 5ERVICE5 AGREEMENT EAP Assessmend Referral Number of Employees 1-3 Faae~o-$ace Sessions 25 to 99 employees 52.27 100 to 249 employees ~ S 1.97 250 to 499 employees 51.73 S00 to 749 employees 51.56 7S0 to 999 employees 51.49 EAP Brief Therapy EAP Briet Therapy 1-5 Face-to-Face Sessions 1-S Face-ta-Face Sessions 52.56 53,77 52.35 53.02 52.11 52.79 51.93 32.59 $1.86 52.53 Su{},{ilemental Fees: FAP fieryleea: Training 595.00/hour plus expenses C15D 5190,00/hour plus expenses Dependent Care Trnining 5300.OOMour plus expenses Run~)ff5ervices (sessions delivered fo 5100.00 per complete Irealment on opened cases when a Session cuslomcr lerminatea) Ins his Services: Training Carede-Face Mandatory Referral Sessions CISD C~j 002 Insights T Based Co 51 $l 3l 5. ~. S95.OO/haur plus expenses 5100.00 per Session 3190.00/haur plus expenses 23 Attachment 2 ORANGE COUNTY HILLSBOROUGH NORTH CAROLINA Manager's Office July 5, 2001 Established 1752 MEMORANDUM TO: Eric Peterson, Hillsborough Town Manager FROM: John Link, Orange County Manager SUBJECT: Memorandum of A reement for Em to ee Assistance Pro ram 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 for an Employee Assistance Program (EAP). 1. General The Town of Hillsborough accepts and will abide by the terms and conditions of Orange County's contract with Magellan Behavioral Health (formerly Human Affairs International). 2. Coverage The Town of Hillsborough's permanent employees and their eligible dependents 3. Period Covered The coverage will extend from July 1, 2001 through June 30, 2002 unless the County should terminate its EAP contract with Magellan Behavioral Health prior to this date. 4. Costs The annual EAP. rate will be $1.56 per employee per month effective July 1, 2001. The estimated annual cost for Hillsborough's 80 employees is about $1,498 for the period July 1, 2001 through June 30, 2002. As agreed, the Town of Hillsborough will pay Orange County in full at the beginning of the 2001-2002 fiscal year. For additional information, please refer to the contract. If the foregoing agreement is acceptable, please sign the original of this letter and return it to me for signature. By: Eric Peterson Hillsborough Town Manager By: John M. Link, Jr. Orange County Manager Date: Date: