Attachment 1
FOURTH AMENDMENT TO AGREEMENT
This FOURTH AMENDMENT TO AGREEMENT is effective September 1, 2016 and
amends that certain SERVICES AGREEMENT dated September 1, 2009, made by and between the
Town of Los Gatos, ("Town,") and MAGELLAN BEHAVIORAL HEALTH, INC and/or
MAGELLAN HEALTH SERVICES OF CALIFORNIA INC. – EMPLOYER SERVICES,
(“Consultant.”)
RECITALS
A. Town and Consultant entered into a Services Agreement on September 1, 2009,
(“Agreement”), by which Consultant furnishes employee assistance program services to the
Town. Please find as reference a copy of which is attached hereto and incorporated by
reference as Attachment 1 to this Amendment. The First Amendment is attached hereto and
incorporated by reference as Attachment 2. The Second Amendment is attached hereto and
incorporated by reference as Attachment 3. The Third Amendment is attached hereto and
incorporated by reference as Attachment 4.
B. Town desires to extend the term of the amended Agreement dated September 1, 2014 at a
continued rate of $2.68 per employee per month based on 0 non-California and 175
California-based employees.
AMENDMENT
1. Extend the term of the Agreement dated September 1, 2009 and the amended Agreement
dated September 1, 2012 and subsequently renew for an additional term of one (1) year from
September 1, 2016 through August 31, 2017 for an amount not to exceed $7,000.
2. All other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of Los Gatos CONSULTANT
By: _______________________________ By: ______________________________
Laurel Prevetti, Town Manager Magellan Behavioral Health, Inc.
Town Manager
Department Approval: CONSULTANT
__________________________________ By: _______________________________
Lisa Velasco, Human Resources Director Magellan Health Services of
California, Inc. – Employer Services
Approved as to Form:
_________________________________
Robert Schultz, Town Attorney
CLERK DEPARTMEIVT
MH
THIRD AMENDMENT TO AGREEMENT itEC
This THIRD AMENDMENT TO AGREEMENT is effective Septeri'etl 2{I#I §end amErtd
that certain SERVICES AGREEMENT dated September 1, 2009, made by and between the Town of
Los Gatos, ( "Town, ") and MAGELLAN BEHAVIORAL HEALTH, INC and/or MAGELLAN
HEALTH SERVICES OF CALIFORNIA INC. — EMPLOYER SERVICES, ("Consultant. ")
RECITALS
A. Town and Consultant entered into a Services Agreement on September 1, 2009,
Agreement"), by which Consultant furnishes employee assistance program services to the
Town. Please find as reference a copy of which is attached hereto and incorporated by
reference as Attachment 1 to this Amendment. The First Amendment is attached hereto and
incorporated by reference as Attachment 2. The Second Amendment is attached hereto and
incorporated by reference as Attachment 3.
B. Town desires to extend the term of the amended Agreement dated September 1, 2014 at a
continued rate of $2.68 per employee per month based on 0 non - California and 175
California -based employees.
AMENDMENT
1. Extend the term of the Agreement dated September 1, 2009 and the amended Agreement
dated September 1, 2012 and subsequently renew for an additional term of one (1) year from
September 1, 2015 through August 31, 2016 for an amount not to exceed $7,000.
2. All other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of s Gato ) CONSULT T ,
J
By. . ( ! j By. aQ.
Laurel Prevetti, Town Manager Magellan Behavioral Health, Inc.
Town Manager
e at ent Appr
i
RuT ortillo, H an Resources Director
Approved as to o :
l f
rt Schultz, To orney
CONSULTANT % /
By /` X.(./G
Magellan Health Services of
California, Inc. — Employer Services
Li RK DEPARTMENT
SERVICES AGREEMENT
TIES SERVICES AGREEMENT (the "Agreement") is entered into as of the 1st day of ScptemGer_1_121007Uie
Effective Date') by and between MAGELLAN BEHAVIORAL, HEALTH, INC., with'T #e"t.44100- Magellan—
Plaza Drive, Maryland Freights, MO 63043 and/or MAGELLAN HEALTH SERVICES OF CALIFORNIA,
INC.--EMPLOYER SERVICES, a California corporation, with offices at 300 Continental Boulevard, Suite 240, EI
Segundo, CA 90245 (collectively, as appropriate, "Magellan'), and TOWN OF LOS GATOS, with offices at 110 E.
Main Street, Los Gatos, CA 95031 ( "Sponsor').
RECITALS
1_ Magellan is engaged in the business of providing Employee Assistance Program ( "EAP ") and related
services to employers and labor organizations.
2. Sponsor desires to contract with Magellan for EAP services and Magellan agrees to provide such EAP
services in accordance with the terms and conditions of this Agreement.
3. Magellan Behavioral I3ealth, Inc. and/or Magellan Trealth Services of Caiiforma, Inc: - Employer Services, as
successor -in- interest to Merit Behavioral Care of California, Snc., and Sponsor have previously entered into
an agreement For the provision of EAP services.
4. Sponsor and Magellan have agreed to terminate, the agreement described above (except For any business
associate agreement which may be attached or otherwise incorporated therein) and to adopt this Agreement .
in its place.
NOW, THEREFORE, in consideration of die mutual covenants and promises set forth herein, Magellan and Sponsor
hereby agree as follows:
AGREEMENT
1. DEFINITIONS
For the purposes of this Agreement, the following terms shall have the meanings specified below
1.1 Base Fee: die PEPM Rate multiplied by the applicable Employee Coact,
1.2 Base Popular on: the Employee Count as of the Effective Date and thereafter, the Employee Count as of any
adjustment pursuant to Section 3.4.
1.3 Brief Counst n ; a problem - Focused form of individual or fatirgy outpatient counseling that (a) seeks
resolution of problems in living (e.g, parenting concerns, emotional stress, marital and family distress, alcohol- and
shrug- related problems) rather than basic character change; (b) emphasizes counselee skills, strengths and resource's;
c) involves setting and maintaining realistic goals that are achievable in a one to five month period; (d) encourages
counselees to practice behavior outside the counseling session to promote therapeutic goats; and (e) in which the
counselor provides structure, interprets behavior, offers suggestions, and assigns "homework" activities.
1.4 Contract Anniversary Date: the day following the last day of the initial term or any renewal term of this
Agreement.
1.5 C_c ntract Year: a one year period commencing on the Effective. Date or an anniversary of such Effective
Date, as applicable.
ATTACHMENT i
1.6 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.
1.7 Critical Incident S xess Management "CISM ") Scn ices: a response to and consultation in connection with
a sudden, unanticipated, traumatic incident or circumstance occurring at the workplace (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.
1.8 EAP Consultan a licensed behavioral health professional employed by Magellan at its service center to
respond telephonically to Participant requests for EAP services.
1.9 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.
1.10 i tnolovee: 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 to participate in the HAP.
1.11 Emplloyec Assistance Program ( "EAP' : a systematic program to help individuals resolve personal
problems, such as family conflict, stress, and drug or alcohol abuse, and 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.
1.12 Emnlo vee Counc the number of Employees eligible for EAP services at any point in time, excluding any
Employees working or residing in locations other than the United States, Puerto Rico and Canada.
1.1.3 Episode of fare: a continuous course of counseling for a specific problem or set of problems, up to the
number of In- person Sessions specified in Section 2.2 of Addendum A.
1.14 ERISA: the Employee Retirement Income Security Act of 1974, as amended.
1.15 Io s h ld t mb_s: an individual who permanently, physically resides in the household of an Employee, or
who meets the requirements of a "dependent" as defined by the U.S. Internal Revenue Code.
1.16 - ers n Session: a 50- minute counseling session at the office of an EAP Counselor for a Participant,
individually or with Participants or others, as appropriate.
1.17 Eatttcip an Employee or a Household Member.
1.18 PEPM Rate: the sum of the rates that are calculated on a per Employee per month basis as set forth on
Addendum C.
1.19 Supplemental Pees: all fees and charges, except for Base fees, due and payable by Sponsor to Magellan for
performance of Services at the rates listed on Addendum C for such Services.
2. SERVICES
Magellan will provide services to Sponsor and Participants as set forth in Addendum A. Services will be delivered
only to those Participants whose residence or place of employment with Sponsor is located within tiie United States,
Puerto Rico or Canada unless Sponsor has elected International Services as designated on Addendum C.
3. SERVICE FEES
3.1 Payment Gbliga io As considetation for the services to be performed by Magellan hereunder, Sponsor
agrees to pay Magellan file Base Fees and all applicable Supplemental Pees as set forth on Addendum C, all as may
be adjusted according to the provisions of this Agreement (collecdvely; as so adjusted, the `Service Pees ").
3.2 Invoicing and Payment. Magellan will invoice Sponsor for Base Pees quarterly in advance in accordance
wrt6 the Employee Count represented on Addendum C, provided that, if an Employee Count Is less than ten (10)
for any billing period, Magellan shah invoice and Sponsor shall pay a Base Fee calculated upon a minimum of ten
10) Employees. Any Supplemental Fees incurred by Sponsor will be invoiced at the next regular billing interval.
Sponsor agrees to pay all Service Fees due within thirty (30) days of the date of invoice. Any undisputed Service
Fees not paid when due shall be subject to interest charges at the lesser of one and one -half percent (1.5 %) per
month or the maximum rate allowed under applicable law. All payments due Magellan shall be addressed to:
Magellan Behavioral Health, Inc.
Magellan Lockbox
P.G. Box 785341
Philadelphia, PA 19178 -5341
33 Fee Assumptions.
3.3.1 Po _uiadon Var ante. As of the Effective Date, the PEPM Rate assumes a Base Population as set
forth on Addendum B, with a standard population variation of up to fifteen percent (15 %).
3.3.2 C.ommnrit Ra 'nv. PEPM Rates are established on a community basis.
3.3.3 Cafeteria Plans. Services provided under this Agreement are not available as an employee choice
under a cafeteria plan.
14 Ac ' ustments.
3.4.1 enewals. No later than ninety (90) days prior to the Contract Anniversary Date, Llagellan will
provide Sponsor with the PEPfv1 Rate for the next renewal term.
14.2 P412U11 tion V:uiancc. if the actual Employee Count varies by fifteen percent (15 %) or more above
the Base Population for any billing period, Magellan may adjust the Base Fee in accordance with the current Employee
Count as of the effective date of the change in population, regardless of the date of discovery, and Sponsor shall pay
Magellan within thirty (30) days of receipt of an invoice from ivfsigellan for the undisputed underpayment. If the actual
Employee Count varies by fifteen percent (15 %) or more below the Base Population for any billing period, Magellan
will, for a period of time not to exceed one (1) contract quarter, credit the amount of any resulting overpayment of the
Base Pee to Sponsor at the PEPM Rate set forth on the most recent affected invoice. Any Employee Count that varies
by fifteen per cent (15 %) or more from the these current Base Population shall become the new Base Population for
purposes of nature invoicing and payment of Base Fees. Tlvs provision shall survive ternvnadon of the Agreement,
4. TERM AND TERMINATION
4.1 'Term. The term of this Agreement shall be for three (3) years beginning on the Effective Date. Thereafter,
the Agreement shall automatically renew for successive two (2) 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 Tennm=on. This Agreement may be terminated as follows:
4.2.1 jcrm'nation fox Cause.
a) Material Breach. Either party may terminate for a material breach of the Agreement, other than non-
payment of 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 die 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 complaining
party may reasonably allow, as confirmed in writing) to cure the breach or achieve substantial care 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 complaining party may, at any time that the breach remains
uncured thereafter, terminate this Agreement upon five (5) business days' advance written notice.
b) Nou - payment of Pees. Magellan may terminate for a default by Sponsor in its payment obligations under
this Agreement unless there is a bona fide dispute regarding the amount of such fees. Provided, Magellan
shall not terminate the Agreement for non - payment of fees unless Sponsor's payment is delinquent for
more than thirty (30) days, Sponsor has been duly notified and billed by Magellan, and at least fifteen (15)
days have elapsed since the date of notification of delinquency. If Sponsor pays the delinquent amount in
hill, including any accrued interest, prior to the next payment date after such 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 refer Participants to an EAP Counselor for In- Person
Sessions, perform on -site services (e.g., training, seminar, CISM services), or deliver communications
materials to Sponsor.
4.2.2 Terminal on for Coavenienee. Sponsor may terminate this Agreement at any time upon ninety (90)
days' advance written notice to Magellan.
4.3 EffectofTerminadon.
43.1 Co city of Care. Sponsor and Magellan shall cooperate to avoid any interruption in the
continuity of care to Participants.
4.3.2 Ret or[s. Provided Sponsor has paid Magellan all 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, such as manuals, videotapes, employee communications, Web site, and other materials, shall
cease upon the effective date of termination. Upon Magellan's request, Sponsor shall rearm or destroy such
materials.
5. OBLIGATIONS OF SPONSOR,
5.1 apaaairo—r(,ocopentivai, Sponsor agrees to cooperate with Magellan by furnishing accurate information on a
t mely basis in a form, and manner reasonably specified by Magellan,
5.2 Notice of Fmulo ice Counf. As of the }affective Date, the Rase population will be as set forth on Addendum
B. If Sponsor determines at any time that the Employee Count varies from the Base Population in either direction by
fifteen percent (15 %) or more, Sponsor shall provide prompt notice to Magellan of such variation, the effective date,
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 litxuting the scope or extent of the protection afforded Sponsor for the liabilities assumed
by Magellan under this Agreement, Magellan agrees to maintain during the tetra of this Agreement the following
coverages: (a) comprehensive general liability insurance with limits of liability of no less than $1,000,000 per claim and
3,000,000 aggregate, and (b) managed care errors and om ssions insurance with lisnits, of !ability of no less than
5,000,000 per claim and aggregate.
6.2 Indemn ftca on. Each party (the "Indemnifying Party") agrees to hold harmless and indemnify the other
party (file "Indemnified Party ' } from any claims, losses, damages, liabilities, or expenses (including court costs and
reasonable attorneys' fees) arising out of or resulting from the negligent or willful act or omission or breach of this
Agreement by the Indemnifying Party or its officers, directors, employees, or agents, but only if die Indemnified Party
has not, by act or failure to act, materially jeopardized the position of the Indemnifying Party with respect to die
resolution or defense of the claim. An Indemnifying Party may not, without the prior written consent of the
Indemnified Party, settle or compromise any claim or consent to the entry of any judgment 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 air interferes with the business of the Indemnified Party or anyofitsrespectiveaffiliates.
7. PROPRIETARY INFORMATION
In connection with the performance of Services under this Agreement, each party may disclose to the other certain
information conceiving the disclosing party's business ( "Proprietary Information "). The parties recognize and agree
that any such information shall be the Proprietary Information of the disclosing party, 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. 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. 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 nonconfidentiai basis prior to its disclosure by the
disclosing party, (c) becomes available to the receiving party on a nonconfidential basis £coin 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 n:anstnit the information to the
receiving party, or (d) was independently developed or discovered by the receiving parry. For purposes of this
section, Proprietary Information includes that ditclosed prior to execution of this Agreement.
MISCELLANEOUS
8.1 f ornnliance with laws. Each patty shall comply with 911 applicable federal, state and local laws and
regulations relating to performance under this Agreement. In addition, Magellan will not discriminate against anyParticipantorapplicantforemploymentbecauseofrase, color, religion, gender, national origin, ancestry, natitai status,
sexual orientation, age or disability. Magellan will reasonably accommodate Participants seeking services. Magellan
shall obtain and maintain all licenses and permits necessary for it to perform services pursuant to this Agreement.
8.2 Special Terms in Cal forma. Special terms, set forth in Addendum D of this .Agreement, apply in California
in order to comply with the Knox -Keene Health Care Service Plan Act of California. In the event of any conflict
between the provisions in Addendum D of this Agreement and the remainder of the Agreement, the provisions in
Addendum D control with respect to Participants located in the state of California.
8.2 Eidu ia- ,Status. To the extent that any services hereunder are governed by MUSA, Magellan shall be a
fiduciary, within the meaning of ERISA, of the applicable group health plan. Such fiduciary status, however, is
limited to fiduciary status with respect to the responsibilities specified in this Agreement. Notwithstanding any term
of 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.
83 Starits of the Parties. Magellan and Sponsor agree that Magellan and all EAI' Counselors are independent
contractors with respect to the services performed under this Agreement and, except as otherwise specifically
provided in this Agreement (a) no EAP Counselor is the agent of Magellan or Sponsor nor is any EAP Counselor
authorized to act on behalf of Magellan or Sponsor in any manner, and (b) neither Magellan nor Sponsor is the
agent of the other, nor is either party authorized to act on behalf of the other in any manner.
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, EAP Counselor, or other person not a party to this Agreement.
8.5 Sijrzivaj . Any terms of this Agreement that by their nature extend beyond their expiration or termination
shall remain in effect until fulfilled. This Agreement shall hind the parties and their legal representatives, successors,
heits and assigns.
8.6 Noticq. Unless otherwise provided in this Agreement, all notices required or permitted under this
Agreement shall be in writing and shall be deemed sufficiently given if given by personal service or sent by
registered, certified or express mail, reputable overnight courier service or facsirrle with receipt confirmed as
follows:
To Magellan: Magellan Behavioral Health, Inc.
14100 Magellan Plaza Drive
Maryland Heights, MO 63043
Attention: Legal Department
Facsimile Transmission: (314) 387 -4958
With a copy to: Magellan Health Services of California, Inc. — Employer Services
300 Continental Boulevard, Suite 240
El Segundo, CA 90245
Attu: President
Facsimile Transmission: (310) 726 -7090
To Sponsor: As per Addendum B
8.7 Waive . 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 terns, provisions
or options on any future occasion.
8.8 Force Mairenre. Neither party shall be liable to the other for damages or monetary penalties of any kind or
deemed in default Binder this Agreement for any fa hire 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 d.e reasonable
control of the party, and without in; 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 Enforc ability. 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.
8.16 Erie Agreetent. This Agreement represents the entire agreement between the parties and supersedes any
and all previously written or oral agreements or understandings.
IN WIINESS WHEREOF, Magellan and Sponsor have executed this Agreement by their duly authorized
representatives.
MAGELLAN BEHAVIORAL HEALTH, INC.
Signature required only if Employees located
outside state of California)
r
By:_
Date:_ AUG 13 2009
MAGELLAN HEALTIi SERVICES OF
CALIFORNIA, INC.--EMPLOYER SERVICES
Signature required only if Employees located in
state elf 941ifornia) 11
s
49;s c i
Date: 7 -Z> -0 ?
Approved as to form:
L7
ls` yt`. Korb, Towtt rit,ro) ts4
ATTEST FOR THE TOWN OF LOS GATOS
4 ,le AthninistfaIor
ADDENDUM
STATEMENT OF
A. Basic Services
1. TMggdkn Web Site. Magellan will provide Sponsor and Participants with access to its Web site, which includes
information on wellness subjects, general health, workplace topics for organizations, interactive self-improvement
programs and self - assessment tools, a directory of EAP Counselors and a database of child and elder care providers.
2. Personal Consultation Services.
2.1 Telephonic EAP Services. Magellan will maintain a toll -free telephone access line 24 hours per day, 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 educational materials, refer to
benefit program, community resource or other treatment provider) and provide any necessary Crisis Counseling.
2.2 fin- e s on EAP Services. In addition to the services described in Section 2.1 of this Addendum A, if
Sponsor has selected an EAP model that includes in- person counseling 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
the number of In- person Sessions per problem per year, as clinically appropriate, in accordance with the EAP model
selected on Addendum C.
2.3 Run -off Scn=js. 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 mandatory referrals to the
EAP will be transitioned to a successor vendor or other provider as directed by Sponsor on a case -by -case basis.
3. 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 year.
4. Maar,gement Consul. Upon request, Magellan will provide consultation to any supervisor who is
considering the referral of an Employee to the EAP. In the case of a supervisor - referred Employee, Magellan will
remain in regular contact with the referring supervisor regarding work performance issues. Magellan will also
provide consultation regarding management of high -risk situations in which an Employee's personal problems may
create a threat of violence in the workplace. As appropriate and to the extent authorized by an Employee or permitted
by law, Magellan will provide consultation on the process required to facilitate an Employee's return to work. Any
advice or recommendations made pursuant to this paragraph is not and shall not be construed as a legal opinion.
5. Orientation. Magellan will provide all reasonably necessary orientations to the EAP within ninety (90) days
of implementation of EAP services. Such orientations will be conducted at Sponsor's primary worksite and at
secondary Sponsor worksites with 50 or more Employees at no additional charge to Sponsor, provided, however,
for those orientations conducted at secondary Sponsor worksites, Sponsor agrees to pay Magellan's non -local travel
costs (4e., travel in excess of 50 miles from the office of the Magellan representative to the worksim).
6. Seminars and Related Sery s. At the request of Sponsor and a minimum of four (4) weeks' notice,
Magellan will attend Sponsor health fairs or open enrollments, provide Employee education, supervisor training,
seminars, and /or other services but not including CISM services ( "Service Hours "). The number of Service Hours
included in the Base Fee per Contract Year is as follows:
Up to 99 Employees 0 hours 750 — 999 Employees 4 hours
100 — 249 Employees 1 hour 1,000 — 1,499 Employees 5 hours
250 — 499 Employees 2 hours 1,500 —1,999 Employees 6 hours
500 — 749 Employees 3 hours
Unless otherwise agreed by Magellan and Sponsor, all Service Hours shall be delivered at it Sponsor worksite. Service
Flours in excess of those included in the Base Fee acre available for a Supplemental Fee at the rate indicated on
Addendum C. Service 1 fours do not include the costs of non -Loco] travel ({.e., travel in excess of 50 miles from the
office of the Magellan representative to the worksite) or special instructional materials, if any. In the event that any
service is scheduled and subsequently canceled with less than a minimum notice of five (5) business days, Sponsor will
be billed or debited as if the scheduled services had been delivered. Unless otherwise agreed by Magellan and
Sponsor, all Service Hours shall be delivered at a Sponsor worksite.
7. C'-itk Indent S ess Menanr fn At the request of Sponsor, Magellan will provide all reasonably necessary
CISM services to Employees. Unless otherwise agreed by Magellan and Sponsor, CISM services shall be delivered at a
Sponsor worksite. In the event: that any CIS2vi session is scheduled and subsequently canceled with less than a
mirilmum notice of 72 hours, Sponsor will be charged a cancellation fee as set forth on Addendum C. CISM services
do not include the costs of non -local travel (i.e., travel in excess of 50 miles from the office of the Magellan
representative to the Sponsor worksite).
S. fu i ommut ca ors Prc ruu. Magellan will provide its standard commtmira ohs materials to
Sponsor for use and dissemination to its Employees. Materials will he delivered to one (7) Sponsor location and will
consist of the following:
Brochures with 2 Wallet. Cards 1.3 per Employee
Posters 1 per 150 Employees
Employee Videos I per 500 Employees
Supervisor Videos I per 500 Employees
Supervisor Manual 1 per 20 Employees
Quarterly Newsletter Electronic distribution
Sponsor agrees that Magellan's obligation under this section does not include the costs of postage and stationary
associated with home mailings and notices to Employees or Household Members required by state or federal law.
9. Reports and Reporting. Subject to any legal restrictions on the release of confidential of other personally
identifiable information, Magellan will provide Sponsor a statistical report of Participant utilization of services (al on
a quarterly basis if the number, of Employers is 250 or greater, or (b) or an annual basis- if the number of Employees
is less than 250. Such reports will reflect aggregate data and will not include Participant- identifiable information.
Reporting by Sponsor division, business units or other subgroup is not included.
10. Account Mana e ne t. Magellan will designate it member of it's account management staff who will act as a
liaison to Sponsor and who will respond to questions, resolve service delivery issues, facilitate consultation on
behavioral health topics and provide advice on the effective use of the EAR All account management services shall
be provided telephonicahly.
E. Optional Services
The following services will be trade available to Sponsor and Participants in accordance with the services effected on
Addendum C. Participants may access such services by calling the assigned Magellan toll-free number.
I. Legal Consultation Services. Services consist of free initial consultation for routine legal needs with a plan
attorney located in the Participant's state, province or territory of domicile. 'the consultation may be in- person or
telephonic. 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 ("Legal Consultation
Services'). 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. There is no
restriction on the number of times a Participant may use Legal Consultation Services, however, Legal Consultation
Services are not intended to provide a Participant with continuing access to a plan attorney in order to undertake his
or her own representation. Legal Consultation Services do not include consultation (i) in connection with
employment- related or business - related matters, (ii) in connection with disputes or proceedings involving Magellan,
its subsidiaries, affiliates or customers, a Participant's employer, Magellan's legal services vendor or any of its
attorneys, or (iii) that are frivolous, harassing, or otherwise involve violation of ethical rules.
2. Financial Consultation Servicga. 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 ( "Financial Consultation Services'). Iinancial Consultation Services are
intended to assist Participants in formulating financial planting 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.
3. WorklLife Services. Services ("Work /life Services ") consist of the following:
a) Llasic L.ifeMaaagement: telephone consultation, information, education and referral services in
connection with child and elder care options; or
b) Full Lifetyfanaggment: telephone consultation, information, education, access to an expanded on-
line library of information and tools, and referral services in connection with child care, elder care,
parenting issues, children with special needs, schooling and education, teen and young adult issues
and adoption assistance.
When a Participant requests a referral for child care or elder care, a consultant will gather information about the
Participant's dependent care needs and send the Participant a packet of educational materials and a list of licensed,
certified or registered dependent care resources located in the Participant's area by ZIP code or mileage radius. In
all cases, information provided to Participants by consultants about a particular information agency, resource
organization, placement agency, or direct child care or elder care service provider, does not imply, and is not a
recommendation or endorsement of that particular information agency, resource organization, placement agency, or
direct child care or elder care service. The information about, and description of, a particular information agency,
resource organization, placement agency, or direct child care or elder care service provider has been provided by the
agency, organization, or direct child care or elder care service provider. Magellan or its third party Work /Life
Services provider will make reasonable efforts to ensure the accuracy of the information provided to Participants,
but cannot guarantee its accuracy. The final decision about any child cue or elder care arrangement must be made
by Participants themselves. In addition, Participants shall be responsible for determining and monitoring the quality
and appropriateness of a particular child care or elder care arrangement.
4. Convenience Services. Services consist of telephonic referral and information regarding pet care, relocation
services, home repair /improvement and other personal services ( "Convenience Services ").
5. Nurse Advice Line Services. Services consist of telephonic general health and symptom management
information and consultation, including, but not limited to, symptom triage, in -depth health information,
consultation on day -to -day health issues and management of chronic conditions, practical tips for communicating
with physicians and specialists, information regarding proper use of prescription and over- the - counter drugs, and
advice and support for diet and exercise compliance for various health conditions ( "Nurse Advice Line Services ").
Health Risk Assessment Services. Services consist of Web -based access to the viefaf individualized health
and well -being assessment tool, analysis and feedback of completed assessments in the form of personalized health
profiles with recommendations targeting specific areas of risk, information directed at appropriate lifestyle
nuprovement strategies and behavioral changes, and a health and wellness library of online courses, articles, quizzes,
and related tools ( "licaldz Risk Assessment Services "). Data from the health risk assessments completed by
Employees will be aggregated annually and used to develop a company -wide health and wellness profile to be
included in the reports described in Section A -9 of this ,Addendum A. Participants who are under the age of 18 are
not eligible for Health Irisk Assessment Services,
I Igternational RAP Services. Magellan will arrange for one (1) or more third party vendors to provide
telephonic consultation and Brief Counseling services, including up to the number of in- person sessions per problem
per year designated on Addendumn C, as clinically appropriate, to those Employees located in Canada and other
international Iocation& Participants located in Canada will also receive Work,/life Services, Legal Services and /or
Financial Services, in accordance with Sponsor's election on Addendum C.
S. New Parent Support Services. Magellan will provide a needs assessment, information, consultation,
coaching and referrals to appropriate resources to those Employees who have recently become or will soon become
a parent, whether by birth or adoption (`New Parent "), and are planning a return to work. In addition, Magellan
will provide consultation and assistance to the New Parent's supervisor to plan for and / moraccommodate the
individual's return to work. Services will be promoted in the workplace, through Sponsor's benefits portals and /or
FI II_A processes. All services are designed for electronic access and will be provided to New Parents who
voluntarily seek such services.
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 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 decaned agents
of Magellan or Sponsor.
D. 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 Chat a Participant undergo counseling
b) Court- mandated counseling; evaluations or recommendations to be used in child custody proceedings,,
child abuse proceedings, criminal proceedings, workers' compensation proceedings, or any Iegal 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);
te} Inpatient treatment;
t) Services by providers who are not part of Magellan's 1,AP Counselor network;
f) In- person Sessions that were not accessed through i igelian (either through the toll-free telephone
access line or die on -line self - referral service) for the particular Episode of Care;
th) Psychological, psychiatric, neurological, educational, or IQ testing;
O 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;
j) _Medication or medication management;
k) 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;
1) Testimony, creation of records, or other services in connection with legal proceedings;
in) Guidance on workplace issues when the Participant sues, or threatens to sue, Sponsor;
n) Acupuncture;
o) Biofeedback or hypnotherapy; and
p) Gatekeeping to the behavioral health component of Sponsors group health plan.
E. Financial Responsibility
Participants have no financial responsibility in connection with HAP services provided under this Agreement.
However, fees for professional services provided by resources other than Magellan or 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.
F. Participant Coverage
L omen ncement znd Termi ration of Coverava. The eligibility of an Employee for Services under this
Agreement shall commence on the first day of his or her employment by Sponsor on or after the Effective. Date, A
Household Member shall commence eligibility on the later of the date he or she becomes a Household Member and
the date on which the E,niptoyee 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 the individual is a
beneficiary under COBRA, the Iast day of his or her continuation coverage under COBRA., or (h) 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, as defined in this Agreement, whichever occurs first.
However, each Participant will be entitled to receive the full number of In- person Sessions identified in Addendum
C for an identified problem, as clinically appropriate, if he or she has scheduled an appointment with an HAP
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, for threatening the safety of Magellan
employees, HAP Counselors, or others eligible for or receiving HAP services and for repeated behavior substantially
interfering with Magellan's ability to furnish or arrange services for the Participant or others or the ability of an HAP
Counselor to provide services to others. 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 HAP.
2. Individual Continuation of El' bi ice. An individual 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 such Services is determined solely by this Agreement.
MMIRRM
Number of Employees as of the Effective Date
iZ Califormal
United States (Non- California) & Puerto Rico
Canada
Other Intu national (Nora- Canada)
Sponsor Information for Legal Notice per Section 8.6
Address:
Town of Los Gatc„.g
110 E. Main Street
L1-(2s Gatos CA 9 Qat
P,2 csinule: 405.399.5709
Attention: Rumi PortiLo Director of HR
t If none, enter "b" ar " N/ A'
FEESCHEDULE
SASE FEES PEPM Rate
Select only 1 front this category:
x In- person LAP Services (Choose session model) 2.39
1 -3 session (l 1 -6 session
1 -4 session N 1 -8 session
1 -5 session [l 1 -10 session
OR
Telephonic Erie Services
x Legal /Financial Consultation Services' - Choose model 07
Legal Consultation Services Only
Financial Consultation Services Only
N Legal & Financial Consultation Services
X Work /Life Services' - Choose model 37
N Basic LifeMartagement 1
Q Full LifeManagement
Q Full LifaManagement with Convenience Services
Nurse Advice Line Services'
Health Risk Assessment Services
New Parent Support Services
SUPPLEMENTAL FEES
Services
Additional In- person Sessions 90-00 per In- person Session
Additional Service Hours 140.00 per trainer hour
Mandatory Refecrats2 700.00 per case
CISM Cancellation Fee 190.00 per consultant
International EAP Services Other than Canaria
Annual Fee 3000.00
In- person Counseling Session 225.00 per one -hour session
Communication Materials
Videos 14.00 per writ– Estimate
Brochures with 2 wallet cards 0.40 per unit – Estimate
Posters 1.60 per unit – Estimate
Services may only be selected if EAP services are purchased
2 Charge applies only if Sponsor selects Telephonic BAP Service model.
ADDENDUM D
SPECIAL TERMS APPLICABLE TO CALIFORNIA
The Agreement is subject to the following additional terms and conditions in Caluouna,
1, Definitions
In addition to the definitions set forth in Section i of the Agreement and Section 1 of Addendum A to the
Agreement, the follow ng terins shall have the meanings specified below.
1.1 Combined Fvidetnce of Coverage and Disdosnre Form: the document issued to at) Enrollee setting
forth his /her eligibility for participation in the EAP.
1.2 fi ro e: a Participant who resides in California. Eveay reference in the Agreement to Par ti pants
shall include Enrollees.
2. Principal Services and Coverage
2,1 General. Magellan Health Services of California, Inc. — Employer Services ('Magellan of California')
shall, upon the request of Enrollees, directly provide or arrange for the provision of all Services described it:
Sections 2.2, 2.3 and 3 of Addendum A.
2.2 Utilization of Pro ram Se vices. Enrollees will be able to access LAP services by calling 1- 800 -523-
5668.
3. Enrollee Disputes and Complaints
11 Grievance Process. Magellan of California will maintain grievance policies and procedures that
comply with Knox -Keene and make theta available to Sponsor and to Enrollees upon request. Magellan of
California will offer a resolution for each grievance within thirty (30) days of receipt.
3.2 Prohibition of Retaliation. Neither Magellan of California nor any EAP Counselor will discriminate
against an Enrollee for having filed a grievance. Magellan of California will investigate any alleged retaliation
and take appropriate action.
33 Department of an red Health Care. The following information wil be made available to Enrollees
on all communications relating to Magellan of California's grievance procedures or Enrollee grievances:
The California Department of Managed Health Care is responsible for regulating health care service
plans. If you have a grievance against your health plan, you should first telephone your health plan at
1 -800- 523 -5668 and use your health plan's grievance process before contacting the department.
Utilizing this grievance procedure does not prohibit any potential legal rights or remedies that may be
available to you. If you need help with a grievance involving an emergency, a grievance that has not
been satisfactorily resolved by your health plan, or a grievance that has remained unresolved for more
than 30 days, you may call the department for assistance You may also be eligible for an
Independent Medical Review (1MR). If you are eligible for INIR, the IMR process will provide an
impartial review of medical decisions made by a health plan related to the medical necessity of a
proposed service or treatment and payment disputes for emergency or urgent medical services. The
department also has a toll-free telephone number (1- 888 -HN10 -2219) and a TDD line (1- 877 -688-
989'1) for the hearing and speech impaired. The department's Internet `~web site
luiU: Z NrNvw1mohe 1p.aa. ov1 has complaint forms, IMR application forms and instructions
online.
4. Confidentiality
Magellan of California shall comply with the Confidentiality of Medical Information Act, California Civil
Code 56 ct seq. and all other applicable laws relating to the confidentiality of counseling records.
5. Review of I'ermination of Coverage by Director
If any person believes that an Enrollee has been canceled or denied eligibility or services under the
Agreement because of an Enrollee's health status ox requirements for health services, he /she may request a
review by the Director of the Department of Managed Health Care of the State of California under Section
1365(6) of the California Health and Safety Code.
6. Sponsor's Obligations Under Knox -Keene
6.1 Distribution ofInforin on. Sponsor shall disseminate to Employees its information about the EAT
and their eligibility for participation in the EAP, and copies of Magellan of California's Combined Evidence
of Coverage and Disclosure Form, a sample of which is provided under separate attachment as Exhibit #1.
Sponsor shall distribute the Combined Evidence of Coverage and Disclosure Form at the inception of the
program, to all individuals who become Employees after the inception of the program, and following receipt
from Magellan of California of a Combined Evidence of Coverage and Disclosure Form with material
revisions.
6.2 I kd! e of Cancellation. In the event that Magellan of California sends notice of cancellation for any
reason to Sponsor, Sponsor shall mail promptly to each Employee a legible, true copy of such notice and
shall, within thirty (30) days of receipt of such notice from Magellan of California, provide Magellan of
California with proof of such mailing and the date thereof.
6.3 Nq_ cc of Material Chanees. In tine event that Magellan of California sends notice to Sponsor with
respect to a material matter, Sponsor shall disseminate such notice to Employees by the next regular
communication to employees but in no event later than 30 days after receipt of the notice from Magellan of
California.
Disruption of Service by EAP Counselors
7.1 Not ce to Sponsor. In the event that any termination, breach of contract, or inability to perform of
any EAP Counselor could materially and adversely affect Sponsor, Magellan of California shall provide
Sponsor written notice thereof within thirty (30) days of termination of Magellan of California's contract with
such EAP Counselor.
7.2 Continuadon of Care. In the event that the LAP Counselor from whom an Enrollee is receiving
counseling under the Agreement terminates his /her contractual relationship with Magellan of California,
Magellan of California will permit the Enrollee to continue counseling with that EAP Counselor, as clinically
appropriate, up to the limit on maximum number of In- person Sessions, provided the EAP Counselor agrees
to provide the counseling on the same terms and conditions, unless Magellan of California terminated the
provider contract because of fraud, criminal activity, incompetence or unprofessional conduct likely to be
harmful to clients. If counseling with that LAP Counselor is not available, Magellan of California will arrange
for another EAP Counselor without charge to Sponsor or the Enrollee.
8. Knox -Keene
The EAP described in this Agreement is subject to Chapter 2.2 of Division 2 of the California I3ealth and
Safety Code and to 'fide 28 of the California Code of Regulations. Any provision required to be in the
Agreement by either of the above shall bind Magellan of California whether or not any such provision
appears in the Agreement. Magellan of California and Sponsor aclmowledge that Magellan of California is
required by statute to include the provision in its provider contracts holding Enrollees harmless for sums
owed by Magellan of California.
May 31, 2012
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95031
To Whom It. May Concern:
CLERK DEPARTMENT
AGR d•G
ORD
This letter is to serve as an amendment of the current agreement for EAP services by and between Magellan
Behavioral Health, Inc. and /or Magellan Health Services of California, Lic.- Employer Services (collectively,
as appropriate, "Magellan ") and Town of Los Gatos, CA ( "Sponsor "), effective as of September 1, 2009
the "Agreenreut ").
Effective September 1, 2012:
1. This Agreement is renewed for an additional tern, of two (2) year(s) from September I, 2012 through.
August 30, 2014,
2. The number of Employees eligible for services is 175. Employees are located as follows:
0 united States (Non- California) & Puerto Rico
17 California
fl Canada
0 Other International (Non- Canada)
3. Addendum C Fee Schedule is deleted in its entirety and replaced with the new Addendum C Fee
ch ° c1 , as attached.
All remaining terms and conditions of the Agreement sh211 remain unchanged and in effect.
If this letter reflects your understanding of the new terms of our agreement, please have this letter signed by
an authorized representative of Sponsor and returned to me fc =r signature by Magellan.
Sincerely,
Sharon A. Malone
Account Specialist
Signature Page Follows]
AGREED TO AND ACCEPTED BY:
MAGELLAN BEHAVIORAL HEALTH, INC.
signature required only if Employees located outside California)
By:
Date:
MAGELLAN IIEALTH SERVICES OF CALIFORNIA,
INC. - EMPLOYER SERVICES
signature quired o ly if Employees located within California)
By' --
Date:
Town of Los Gatos, CA
Date: 1 a
Ir "O"T 'to
ADDENDUM C
FEE SCHEDULE
j BASE FEES PEPM Efate
LJN77 "ED SO'.i1TES:
2.39
In- person EdP Services - Choose session model
El 1 -3 session '1 -6 session
1 -4 session ® 1 -8 session
El 1 -5 session 1 -10 session
Telephonic RAP Services
0.050.05
Legal Consultation &Financial Consultation Services!
0.24
C WorkfLifeServices'- Choose model
Basic 1ife.Management
Full IifeManagement with Convenience Services
Nurse Advice Line Services'
New Parent Support Services', 2
Employee Concern Line'
Other:
In- person EAP Services - Insert session model
1 -^ sessions
elephonic I3AP Services
Work /Life Services'
lxgal Consultation & Financial Consultation Services'
Other; Describe:
SUPPLEMENTAL FEES
United States -_- _ - -_ -
t- f—
Additional In- person Sessions 90.00 per In- person Session
Additional Service Hours 230.00 per provider hour
Mandatory Referrals3 700.00 per case
CISM Cancellation Fee 250.00 per scheduled flour
International
Describe:
Describe:
Communication Materials
Brochures with 2 Wallet Cards
Poetexs 0.40 per rut - E!st mate
LOO per unit RsTirnate
Senates may only be selected if LAP services are purchased.
2 New Parent Support Services may only be selected if Full Lifebrlanagement Work /Life Services arc selected.
x Chugs applies only if Sponsor selects Telephonic FLU' Service model and when an Employee was referred to the E.,\P
under a "last chance" or sinular agrecan pit.
U' n,
SECOND AMENDMENT TO AGREENI -ENT'
This SECOND AMENDMENT TO AGREEMENT is effective Set3lGgik x,.l Ui_4 aau3 _
amends that certain SERVICES AGREEMENT dated September I, 2009• made by and between the
Town of Los Gatos, ( "Town. ") and MAGELLAN BEHAVIORAL HEALTH. INC and/or
MAGELLAN HEAL II SERVICES OF CALIFORNIA INC. — EMPLOYER SERVICES,
Consultant. ")
RECITALS
A. Town and Consultant entered into a Services Agreement on September J. 2009_
Agreement" ), by which Consultant funtishcs employee assistance program services to the
Town. Please find as reference a eopy of which is attached hereto and incorporated by
reference as Attachment I to this Amendment. The First Amendment is attached hereto and
incorporated by reference as Attachment 2.
B. Town desires to extend the teen of the amended Agreement dated September 1, 2014 at a
continued rate of 52.68 per employee per month based on 0 non - California and 175
California -based employees_
AMENDMENT
1 Extend the term of the Agreement dated Septcrnber L 2009 and the amended Agreement
dated September 1, 2012 and subsequently rent, for an additional term of one t i; year from
September 1. 2014 through August 31. 2015 for an amount not to exceed $7,1700_
2. All other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of Los Gatos CONSULTANT
Greg Carson, Town Manager Magellan Behar ioral Health, Inc.
Town Manager
DepaSTtnettt Appro r°
Rum Porttllo, Hman Resources Director
v
Approved as to,Form:
Robdrt Sehu1 x Tlgek n itionfey
i
CONSI '
I.1NT
BY .
ellan lica, t Se,rctc us of
California. Inc. — Fmploier Services
ATTACHMENT
SECOND AMENDMENT TO AGREEMMENT
This SECOND AMENDMENT TO AGREEMENT is effective September 1, 2014 and
amends that certain SERVICES AGREEMENT dated September 1, 2009, made by and between the
Town of Los Gatos, ( "Town, ") and MAGELLAN BEHAVIORAL HEALTH. INC and' 'or
MAGELLAN HEALTH SERVICES OF CALIFORNIA INC. — EMPLOYER SERVICES,
Consultant ")
RECITALS
A. Town and Consultant entered into a Services Agreement on September 1, 2009,
Agreement "), by which Consultant furnishes employee assistance program services to the
Town. Please find as reference a copy of which is attached hereto and incorporated by
reference as Attachment I to this Amendment. The First Amendment is attached hereto and
incorporated by reference as Attachment 2.
B. Town desires to extend the term of the amended Agreement dated September 1, 2014 at a
continued rate of 52.6$ per employee per month based on 0 non - California and 175
California -based employees.
AMENDMENT
1. Extend the term of the Ageement dated September 1, 2009 and the amended Agreement
dated September 1, 2012 and subsequently renew for an additional term of one (1) year from
September 1, 2014 through August 31, 2015 for an amount not to exceed 57,000.
2. All other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS (THEREOF, the Town and Consutnant have executed this Amendment.
Town of Los Gatos CONSULTANT
By:
Greg Larson, Town Manager
Torun Manager
Department Approval:
Rumi Portillo, Human Resources Director
Approved as to Form:
Robert Schultz, Town Attornev
By: ,,
Magellan Behavioral Health, ine.
CONSU TANT
By: -- —
tilage3lan Hea t Senices of
California, Inc. — Employer Services
CLERK DEPARTMENT
AGR) ei • I
II1H
SECOND AMENDMENT TO AGREEMENT
ORD
REC
This SECOND AMENDMENT TO AGREEMENT is effective SdjA6Aber 1 2014 and
amends that certain SERVICES AGREEMENT dated September 1, 2009, made by and between the
Town of Los Gatos, ( "Town. ") and MAGELLAN BEHAVIORAL HEALTH, INC and /or
MAGELLAN HEALTH SERVICES OF CALIFORNIA INC. - EMPLOYER SERVICES,
Consultant.")
RECITALS
A. Town and Consultant entered into a Services Agreement on September 1, 2009.
Agreement "), by which Consultant furnishes employee assistance program services to the
Town. Please find as reference a copy of which is attached hereto and incorporated by
reference as Attachment 1 to this Amendment. The First Amendment is attached hereto and
incorporated by reference as Attachment 2.
B. Town desires to extend the term of the amended Agreement dated September 1, 2014 at a
continued rate of $2.68 per employee per month based on 0 non - California and 175
California -based employees.
AMENDMENT
1. Extend the term of the Agreement dated September 1. 2009 and the amended Agreement
dated September 1, 2012 and subsequently renew for an additional term of one (I) year from
September 1. 2014 through August 31, 2015 for an amount not to exceed $7,000.
2. All other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of Los Gatos
By. _
Greg tkison. Town Manager
Town Manager
Approved
Attorney
CONSULTANT
By: AIQ r lJ
Magellan Behavioral Health, Inc.
CONSU TANT
By: _ _
Magellan HeaS Services of
California. Inc. - Employer Services
SECOND AMENDMENT TO AGREEMENT
This SECOND AMENDMENT TO AGREEMENT is effective September 1, 2014 and
amends that certain SERVICES AGREEMENT dated September 1, 2009, made by and between the
Town of Los Gatos, ( "Town, ") and MAGELLAN BEHAVIORAL HEALTH, INC and /or
MAGELLAN HEALTH SERVICES OF CALIFORNIA INC. — EMPLOYER SERVICES,
Consultant. ")
RECITALS
A. Town and Consultant entered into a Services Agreement on September 1, 2009,
Agreement'), by which Consultant furnishes employee assistance program services to the
Town. Please find as reference a copy of which is attached hereto and incorporated by
reference as Attachment I to this Amendment. The First Amendment is attached hereto and
incorporated by reference as Attachment 2.
B. Town desires to extend the term of the amended Agreement dated September 1, 2014 at a
continued rate of $2.68 per employee per month based on 0 non-California and 175
California -based employees.
AMENDMENT
1. Extend the term of the Agreement dated September 1, 2009 and the amended Agreement
dated September 1, 2012 and subsequently renew for an additional term of one (1) year from
September 1, 2014 through August 31, 2015 for an amount not to exceed $7,000.
2. All other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of Los Gatos
LN
Greg Larson, Town Manager
Town Manager
Department Approval:
Rumi Portillo, Human Resources Director
Approved as to Form:
Robert Schultz, Town Attorney
CONSULTANT
A
By:
Magellan Behavioral Health, Inc.
CONSU TANT
ll
By: 14" IA
Magellan Heanh Services of
California, Inc. — Employer Services
CLERK DEPARTMENT
IHH
SERVICES AGREEMENT ORD
THIS SERVICES AGREEMENT (the "Agreement's is entered into as of the 1st day of S em ex, e
Effective Date's by and between MAGELLAN BEHAVIORAL HEALTH, INC., 4ee"t4.410 Magellan —
Plaza Drive, Maryland Heights, MO 63043 and /or MAGELLAN HEALTH SERVICES OF CALIFORNIA,
INC.--EMPLOYER SERVICES, a California corporation, with offices at 300 Continental Boulevard, Suite 240, El
Segundo, CA 90245 (collectively, as appropriate, "Magellan'), and TOWN OF LOS GATOS, with offices at 110 E.
Main Street, Los Gatos, CA 95031 ("Sponsor').
RECITALS
1. Magellan is engaged in the business of providing Employee Assistance Program ("EAT and related
services to employers and labor organizations.
2. Sponsor desires to contract with Magellan for EAP services and Magellan agrees to provide such EAP
services in accordance with the terms and conditions of this Agreement.
3. Magellan Behavioral Health, Inc. and /or Magellan Health Services of California, Inc. -- Employer Services, as
successor -in- interest to Merit Behavioral Care of California, Inc., and Sponsor have previously entered into
an agreement for the provision of EAP services.
4. Sponsor and Magellan have agreed to terminate the agreement described above (except for any business
associate agreement which may be attached or otherwise incorporated therein) and to adopt this Agreement
in its place.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, Magellan and Sponsor
hereby agree as follows:
i[ Si lrM
1. DEFINITIONS
For the purposes of this Agreement, the following terms shall have the meanings specified below.
1.1 Base Fee: the PEPM Rate multiplied by the applicable Employee Count
1.2 Base Population: the Employee Count as of the Effective Date and thereafter, the Employee Count as of any
adjustment pursuant to Section 3.4.
1.3 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 to five 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.
1.4 Contract Anniversary Date: the day following the last day of the initial term or any renewal term of this
Agreement.
1.5 Contract Ye ar. a one year period commencing on the Effective Date or an anniversary of such Effective
Date, as applicable.
ATTACHMENT 1
1.6 Crisis Counseine 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.
1.7 Critical Incident Stress Management ( "CISM ") Services: a response to and consultation in connection with
a sudden, unanticipated, traumatic incident or circumstance occurring at the workplace (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.
1.8 EAP Consultant: a licensed behavioral health professional employed by Magellan at its service center to
respond telephonically to Participant requests for EAP services.
1.9 EAP Couns elor. 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.
1.10 Emnlovee: 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 to participate in the EAP.
1.11 Emplavee Assistance Progtan,_(` .LAP "l: a systematic program to help individuals resolve personal
problems, such as family conflict, stress, and drug or alcohol abuse, and 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.
1.12 Employee Count: the number of Employees eligible for EAP services at any point in time excluding any
Employees working or residing in locations other than the United States, Puerto Rico and Canada. .
1.13 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 2.2 of Addendum A.
1.14 ERISA the Employee Retirement Income Security Act of 1974, as amended.
1.15 Household Member: an individual who permanently, physically resides in the household of an Employee, or
who meets the requirements of a "dependent" as defined by the U.S. Internal Revenue Code.
1.16 In- person Session: a 50- minute counseling session at the office of an EAP Counselor for a Participant,
individually or with Participants or others, as appropriate.
1.17 ici : an Employee or a Household Member.
1.18 PEPM Rate: the sum of the rates that are calculated on a per Employee per month basis as set forth on
Addendum C.
1.19 Supplemental Fees: all fees and charges, except for Base Fees, due and payable by Sponsor to Magellan for
performance of Services at the rates listed on Addendum C for such Services.
2. SERVICES
Magellan will provide services to Sponsor and Participants as set forth in Addendum A. Services will be delivered
only to those Participants whose residence or place of employment with Sponsor is located within the United States,
Puerto Rico or Canada unless Sponsor has elected International Services as designated on Addendum C.
3. SERVICE FEES
3.1 PPaMent Obligation. As consideration for the services to be performed by Magellan hereunder, Sponsor
agrees to pay Magellan the Base Fees and all applicable Supplemental Fees as set forth on Addendum C, all as may
be adjusted according to the provisions of this Agreement (collectively, as so adjusted, the "Service Fees').
3.2 Invoicing and Payment. Magellan will invoice Sponsor for Base Fees quarterly in advance in accordance
with the Employee Count represented on Addendum C, provided that if an Employee Count is less than ten (10)
for any billing period, Magellan shall invoice and Sponsor shall pay a Base Fee calculated upon a minimum of ten
10) Employees. Any Supplemental Fees incurred by Sponsor will be invoiced at the next regular billing interval.
Sponsor agrees to pay all Service Fees due within thirty (30) days of the date of invoice. Any undisputed Service
Fees not paid when due shall be subject to interest charges at the lesser of one and one -half percent (1.5 %) per
month or the maximum rate allowed under applicable law. All payments due Magellan shall be addressed to:
Magellan Behavioral Health, Inc.
Magellan Lockbox
P.O. Box 785341
Philadelphia, PA 19178 -5341
3.3 Fee Assumptions.
3.3.1 Population Varian ce. As of the Effective Date, the PEPM Rate assumes a Base Population as set
forth on Addendum B, with a standard population variation of up to fifteen percent (15 1/6).
3.3.2 Co==4 Rating. PEPM Rates are established on a community basis.
3.3.3 Cafeteria Plans. Services provided under this Agreement are not available as an employee choice
under a cafeteria plan.
3.4 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 for the next renewal term.
3.4.2 Population Variance. If the actual Employee Count varies by fifteen percent (15 %) or more above
the Base Population for any billing period, Magellan may adjust the Base Fee in accordance with the current Employee
Count as of the effective date of the change in population, regardless of the date of discovery, and Sponsor shall pay
Magellan within thirty (30) days of receipt of an invoice from Magellan for the undisputed underpayment. If the actual
Employee Count varies by fifteen percent (15 0/6) or more below the Base Population for any billing period, Magellan
will, for a period of time not to exceed one (1) contract quarter, credit the amount of any resulting overpayment of the
Base Fee to Sponsor at the PEPM Rate set forth on the most recent affected invoice. Any Employee Count that varies
by fifteen per cent (15 %) or more from the then current Base Population shall become the new Base Population for
purposes of future invoicing and payment of Base Fees. This provision shall survive termination of the Agreement.
4.1 Term. The term of this Agreement shall be for three (3) years beginning on the Effective Date. Thereafter,
the Agreement shall automatically renew for successive two (2) 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:
a) Material Breach. Either party may terminate for a material breach of the Agreement, other than non-
payment of 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 complaining
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 complaining party may, at any time that the breach remains
uncured thereafter, terminate this Agreement upon five (5) business days' advance written notice.
b) Non-p& Amt 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 amount of such fees. Provided, Magellan
shall not terminate the Agreement for non - payment of fees unless Sponsor's payment is delinquent for
more than thirty (30) days, Sponsor has been duly notified and billed by Magellan, and at least fifteen (15)
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 such 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
Daring 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 refer Participants to an EAP Counselor for In- Person
Sessions, perform on -site services (e g., training, seminar, CISM services), or deliver communications
materials to Sponsor.
4.2.2 Termination for Convenience. Sponsor may terminate this Agreement at any time upon ninety (90)
days' advance written notice to Magellan.
4.3 Effect of Termination.
4.3.1 Continuij;: of Caze. Sponsor and Magellan shall cooperate to avoid any interruption in the
continuity of care to Participants.
4.3.2 RTorts. Provided Sponsor has paid Magellan all 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, such as manuals, videotapes, employee communications, Web site, and other materials, shall
cease upon the effective date of termination. Upon Magellan's request, Sponsor shall return or destroy such
materials.
5. OBLIGATIONS OF SPONSOR
5.1 Sponsor Cooperation. Sponsor agrees to cooperate with Magellan by furnishing accurate information on a
timely basis in a form and manner reasonably specified by Magellan.
5.2 Notice of Employee Count. As of the Effective Date, the Base Population will be as set forth on Addendum
B. If Sponsor determines at any time that the Employee Count varies from the Base Population in either direction by
fifteen percent (15 %) or more, Sponsor shall provide prompt notice to Magellan of such variation, the effective date,
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) comprehensive general liability insurance with limits of liability of no less than $1,000,000 per claim 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. Each party (the "Indemnifying Party'o agrees to hold harmless and indemnify the other
party (the "Indemnified Party) from any claims, losses, damages, liabilities, or expenses (including court costs and
reasonable attorneys' fees) arising out of or resulting from the negligent or willful act or omission or breach of this
Agreement by the Indemnifying Parry 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 An Indemnifying Party may not, without the prior written consent of the
Indemnified Party, settle or compromise any claim or consent to the entry of any judgment 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
information concerning the disclosing party's business ("Proprietary Information'). The parties recognize and agree
that any such information shall be the Proprietary Information of the disclosing party, 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. 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. This section shall not apply to any information which the receiving patty 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. For purposes of this
section, Proprietary Information includes that disclosed prior to execution of this Agreement.
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. In addition, Magellan will not discriminate against any
Participant or applicant for employment because of race, color, religion, gender, national origin, ancestry, marital status,
sexual orientation, age or disability. Magellan will reasonably accommodate Participants seeking services. Magellan
shall obtain and maintain all licenses and permits necessary for it to perform services pursuant to this Agreement.
8.2 Special Terms in California. Special terms, set forth in Addendum D of this Agreement, apply in California
in order to comply with the Knox -Keene Health Care Service Plan Act of California. In the event of any conflict
between the provisions in Addendum D of this Agreement and the remainder of the Agreement, the provisions in
Addendum D control with respect to Participants located in the state of California.
8.2 Fiduciga 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 fiduciary status with respect to the responsibilities specified in this Agreement. Notwithstanding any term
of 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 Magellan and all EAP Counselors are independent
contractors with respect to the services performed under this Agreement and, except as otherwise specifically
provided in this Agreement (a) no EAP Counselor is the agent of Magellan or Sponsor nor is any EAP Counselor
authorized to act on behalf of Magellan or Sponsor in any manner, and (b) neither Magellan nor Sponsor is the
agent of the other, nor is either party authorized to act on behalf of the other in any manner.
8.4 Third FaM Beneficiaries. The patties have not created and do not intend to create by this Agreement any
enforceable rights in any Participant, EAP Counselor, or other person not a party to this Agreement.
8.5 Any terms of this Agreement that by their nature extend beyond their expiration or termination
shall remain in effect until fulfilled. This Agreement shall bind the parties and their legal representatives, successors,
heirs and assigns.
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 given 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 Behavioral Health, Inc.
14100 Magellan Plaza Drive
Maryland Heights, MO 63043
Attention: Legal Department
Facsimile Transmission (314) 387 -4958
With a copy to: Magellan Health Services of California, Inc. — Employer Services
300 Continental Boulevard, Suite 240
El Segundo, CA 90245
Attn: President
Facsimile Transmission: (310) 726 -7090
To Sponsor. As per Addendum B
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 Mareure. 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 Enforceabili ty. 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 represents the entire agreement between the parties and supersedes any
and all previously written or oral agreements or understandings.
IN WITNESS WHEREOF, Magellan and Sponsor have executed this Agreement by their duly authorized
representatives.
MAGELLAN BEHAVIORAL HEALTH, INC.
Signature required only if Employees located
outside state of California)
By:
Date: AUG 13 2009
MAGELLAN HEALTH SERVICES OF
CALIFORNIA, INC.--EMPLOYER SERVICES
Signature required only if Employees located in
state of 94lifornia) /A
By: 0AUG132009
Date:
TOWN OF LOS GATOS
By:
45>
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5)
G` rrgj l._M s Oil1 "Tow
Date: 7- 21 3-0°1
J
Approved as to form:
Le - L _:>__
Or . Korb, Town Attcrja.y
ATTEST FOR THE TOWN OF LOS GATOS
le c Administrator
ADDENDUM A
STATEMENT OF WORK
A. Basic Services
1. Alan Web Site Magellan will provide Sponsor and Participants with access to its Web site, which includes
information on wellness subjects, general health, workplace topics for organizations, interactive self- improvement
programs and self - assessment tools, a directory of RAP Counselors and a database of child and elder care providers.
2. Personal Consultation Services.
2.1 Telephonic RAP Services. Magellan will maintain a toll-free telephone access line 24 hours per day, 7 days
per week, for Participants to access RAP services. RAP Consultants will be available through the telephone access
line to assess the caller's problem, arrange for appropriate assistance (e.g., provide educational materials, refer to
benefit program, community resource or other treatment provider) and provide any necessary Crisis Counseling.
2.2 In- person EAP Services. In addition to the services described in Section 2.1 of this Addendum A, if
Sponsor has selected an EAP model that includes in- person counseling services, Magellan will link each Participant
who requests in- person counseling services to an EAP Counselor. The RAP Counselor will assess the Participant's
problem(s) and, in accordance with the RAP 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
the number of In- person Sessions per problem per year, as clinically appropriate, in accordance with the RAP model
selected on Addendum C.
2.3 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 mandatory referrals to the
EAP will be transitioned to a successor vendor or other provider as directed by Sponsor on a case -by -case basis.
3. Treatment Compliance Monitorine. 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 year.
4. Management Consultation. Upon request, Magellan will provide consultation to any supervisor who is
considering the referral of an Employee to the RAP. In the case of a supervisor - referred Employee, Magellan will
remain in regular contact with the referring supervisor regarding work performance issues. Magellan will also
provide consultation regarding management of high -risk situations in which an Employee's personal problems may
create a threat of violence in the workplace. As appropriate and to the extent authorized by an Employee or permitted
by law, Magellan will provide consultation on the process required to facilitate an Employee's return to work. Any
advice or recommendations made pursuant to this paragraph is not and shall not be construed as a legal opinion.
5. Orientation. Magellan will provide all reasonably necessary orientations to the RAP within ninety (90) days
of implementation of EAP services. Such orientations will be conducted at Sponsor's primary worksite and at
secondary Sponsor worksites with 50 or more Employees at no additional charge to Sponsor, provided, however,
for those orientations conducted at secondary Sponsor worksites, Sponsor agrees to pay Magellan's non -local travel
costs (i.e., travel in excess of 50 miles from the office of the Magellan representative to the worksite).
6. Seminars and Related Services. At the request of Sponsor and a minimum of four (4) weeks' notice,
Magellan will attend Sponsor health fairs or open enrollments, provide Employee education, supervisor training,
seminars, and /or other services but not including CISM services ("Service Hours'. The number of Service Hours
included in the Base Fee per Contract Year is as follows:
Up to 99 Employees 0 hours 750 — 999 Employees 4 hours
100 — 249 Employees 1 hour 1,000 —1,499 Employees 5 hours
250 — 499 Employees 2 hours 1,500 —1,999 Employees 6 hours
500 — 749 Employees 3 hours
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 are available for a Supplemental Fee at the rate indicated on
Addendum C. Service Hours do not include the costs of non -local travel (i.e., travel in excess of 50 miles from the
office of the Magellan representative to the worksite) or special instructional materials, if any. In the event that any
service is scheduled and subsequently canceled with less than a minimum notice of five (5) business days, Sponsor will
be billed or debited as if the scheduled services had been delivered. Unless otherwise agreed by Magellan and
Sponsor, all Service Hours shall be delivered at a Sponsor worksite.
7. Critical Incident Stress Management. At the request of Sponsor, Magellan will provide all reasonably necessary
CISM services to Employees. Unless otherwise agreed by Magellan and Sponsor, CISM services shall be delivered at a
Sponsor worksite. In the event that any CISM session is scheduled and subsequently canceled with less than a
minimum notice of 72 hours, Sponsor will be charged a cancellation fee as set forth on Addendum C. CISM services
do not include the costs of non -local travel (i.e., travel in excess of 50 miles from the office of the Magellan
representative to the Sponsor worksite).
8. Employee Communications Prog= . 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 will
consist of the following.
Brochures with 2 Wallet Cards 1.3 per Employee
Posters 1 per 150 Employees
Employee Videos I per 500 Employees
Supervisor Videos 1 per 500 Employees
Supervisor Manual 1 per 20 Employees
Quarterly Newsletter Electronic distribution
Sponsor agrees that Magellan's obligation under this section does not include the costs of postage and stationary
associated with home mailings and notices to Employees or Household Members required by state or federal law.
9. Reports and EQorn. Subject to any legal restrictions on the release of confidential or other personally
identifiable information, Magellan will provide Sponsor a statistical report of Participant utilization of services (a) on
a quarterly basis if the number of Employees is 250 or greater, or (b) on an annual basis if the number of Employees
is less than 250. Such reports will reflect aggregate data and will not include Participant - identifiable information.
Reporting by Sponsor division, business units or other subgroup is not included.
10. Account Management Magellan will designate a member of its account management staff who will act as a
liaison to Sponsor and who will respond to questions, resolve service delivery issues, facilitate consultation on
behavioral health topics and provide advice on the effective use of the EAR All account management services shall
be provided telephonically.
B. Optional Services
The following services will be made available to Sponsor and Participants in accordance with the services elected on
Addendum C. Participants may access such services by calling the assigned Magellan toll-free number.
1. Legai Consultation Services. Services consist of free initial consultation for routine legal needs with a plan
attorney located in the Participant's state, province or territory of domicile. The consultation may be in- person or
telephonic. 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 ("Legal Consultation
Services'). 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 9/0)
reduction in fees from the plan attorney's normal hourly rate and /or fee schedule, as applicable. There is no
restriction on the number of times a Participant may use Legal Consultation Services, however, Legal Consultation
Services are not intended to provide a Participant with continuing access to a plan attorney in order to undertake his
or her own representation. Legal Consultation Services do not include consultation @ in connection with
employment- related or business - related matters, (it) in connection with disputes or proceedings involving Magellan,
its subsidiaries, affiliates or customers, a Participant's employer, Magellan's legal services vendor or any of its
attorneys, or (iii) that are ftivolous, harassing, or otherwise involve violation of ethical rules.
2. Financial Consultation Services. 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 ("Financial Consultation Services'). 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 not instruct Participants as to any course of action, not be
responsible for any decisions made by Participants about their financial planning.
3. Work /Life Services. Services C Work /Life Services') consist of the following:
a) Basic LifeManagement: telephone consultation, information, education and referral services in
connection with child and elder care options; or
b) Full LifeMampment telephone consultation, information, education, access to an expanded on-
line library of information and tools, and referral services in connection with child care, elder care,
patenting issues, children with special needs, schooling and education, teen and young adult issues
and adoption assistance.
When a Participant requests a referral for child care or elder care, a consultant will gather information about the
Participant's dependent care needs and send the Participant a packet of educational materials and a list of licensed,
certified or registered dependent care resources located in the Participant's area by ZIP code or mileage radius. In
all cases, information provided to Participants by consultants about a particular information agency, resource
organization, placement agency, or direct child care or elder care service provider, does not imply, and is not a
recommendation or endorsement of that particular information agency, resource organization, placement agency, or
direct child care or elder care service. The information about, and description of, a particular information agency,
resource organization, placement agency, or direct child care or elder care service provider has been provided by the
agency, organization, or direct child care or elder care service provider. Magellan or its third party Work/Life
Services provider will make reasonable efforts to ensure the accuracy of the information provided to Participants,
but cannot guarantee its accuracy. The final decision about any child care or elder care arrangement must be made
by Participants themselves. In addition, Participants shall be responsible for determining and monitoring the quality
and appropriateness of a particular child care or elder care arrangement.
4. Convenience Services. Services consist of telephonic referral and information regarding pet care, relocation
services, home repair /improvement and other personal services ("Convenience Services').
5. Nurse Advice Line Services. Services consist of telephonic general health and symptom management
information and consultation, including, but not limited to, symptom triage, in -depth health information,
consultation on day -to-day health issues and management of chronic conditions, practical tips for communicating
with physicians and specialists, information regarding proper use of prescription and over- the - counter drugs, and
advice and support for diet and exercise compliance for various health conditions ("Nurse Advice Line Services').
6. Health Risk Assessment Services. Services consist of Web -based access to the sdelafe individualized health
and well -being assessment tool, analysis and feedback of completed assessments in the form of personalized health
profiles with recommendations targeting specific areas of risk, information directed at appropriate lifestyle
improvement strategies and behavioral changes, and a health and wellness library of online courses, articles, quizzes,
and related tools ("Health Risk Assessment Services'). Data from the health risk assessments completed by
Employees will be aggregated annually and used to develop a company -wide health and wellness profile to be
included in the reports described in Section A -9 of this Addendum A. Participants who are under the age of 18 are
not eligible for Health Risk Assessment Services.
7. International RAP Services. Magellan will arrange for one (1) or more third party vendors to provide
telephonic consultation and Brief Counseling services, including up to the number of in- person sessions per problem
per year designated on Addendum C, as clinically appropriate, to those Employees located in Canada and other
international locations. Participants located in Canada will also receive Work /Life Services, Legal Services and /or
Financial Services, in accordance with Sponsor's election on Addendum C.
8. New Parent Support Services. Magellan will provide a needs assessment, information, consultation,
coaching and referrals to appropriate resources to those Employees who have recently become or will soon become
a parent, whether by birth or adoption ("New Parent', and are planning a return to work. In addition, Magellan
will provide consultation and assistance to the New Parent's supervisor to plan for and /or accommodate the
individual's return to work. Services will be promoted in the workplace, through Sponsor's benefits portals and /or
FMLA processes. All services are designed for electronic access and will be provided to New Parents who
voluntatAy seek such services.
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 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. 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; 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) 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;
h) Psychological, psychiatric, neurological, educational, or IQ testing;
i) 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;
j) Medication or medication management;
k) 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;
1) Testimony, creation of records, or other services in connection with legal proceedings;
m) Guidance on workplace issues when the Participant sues, or threatens to sue, Sponsor;
n) Acupuncture;
o) Biofeedback or hypnotherapy, and
p) Gatekeeping to the behavioral health component of Sponsor's group health plan.
E. 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 RAP 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.
F. Participant Coverage
1. 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 on or after the Effective Date. A
Household Member shall commence eligibility on the later of the 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 the individual is a
beneficiary under COBRA., 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, as defined in this Agreement, whichever occurs first.
However, each Participant will be entitled to receive the full number of In- person Sessions identified in Addendum
C for an identified problem, as clinically appropriate, if he or she has scheduled an appointment with an RAP
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, for threatening the safety of Magellan
employees, EAP Counselors, or others eligible for or receiving RAP services and for repeated behavior substantially
interfering with Magellan's ability to furnish or arrange services for the Participant or others or the ability of an EAP
Counselor to provide services to others. 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.
2. Individual Continuation of EL'tgtbility. An individual 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 such Services is determined solely by this Agreement.
ADDENDUM B
SPONSOR INFORMATION
Number of Employees as of the Effective Date
175 California'
United States (Non- California) & Puerto Rico
Canada
Other International (Non- Canada)
Sponsor Information for Legal Notice per Section 8.6
Address:
Town of Los Gatos
u_..
Los Gatos. CA 95031
Facsimile: 408.399.5709
Attention: Rumi Portillo, Director of HR
i I If none, enter "0" or "N /A"
ADDENDUM C
FEESCHEDULE
BASE FEES PEPM Rate
Select only 1 from this category:
x In- person EAP Services (Choose session model) 2.39
1 -3 session 1 -6 session
1 -4 session ® 1 -8 session
1 -5 session 1 -10 session
OR
Telephonic RAP Services
X Legal / Financial Consultation Services' - Choose model 07
Legal Consultation Services Only
Financial Consultation Services Only
Legal & Financial Consultation Services
X Work /Life Services[ - Choose model 37
Basic I ifeManagement
Full LifeManagement
Full LifeManagement with Convenience Services
Nurse Advice Line Services'
Health Risk Assessment Services
New Parent Support Services
SUPPLEMENTAL FEES
Services
Additional In- person Sessions 90.00 per In- person Session
Additional Service Hours 140.00 per trainer hour
Mandatory Refeuals' 700.00 per case
CISM Cancellation Fee 190.00 per consultant
International EAP Services Other than Canada
Annual Fee 3000.00
In- person Counseling Session 225.00 per one -hour session
Communication Materials
Videos 14.00 per unit — Estimate
Brochures with 2 wallet cards 0.40 per unit — Estimate
Posters 1.60 per unit — Estimate
Services may only be selected if EAP services are purchased.
2 Charge applies only if Sponsor selects Telephonic EAP Service model.
E= ADDENDUM D
SPECIAL TERMS APPLICABLE TO CALIFORNIA
The Agreement is subject to the following additional terms and conditions in California.
1. Definitions
In addition to the definitions set forth in Section 1 of the Agreement and Section 1 of Addendum A to the
Agreement, the following terms shall have the meanings specified below.
1.1 Combined Evidence of Coverage and Disclosure Form: the document issued to an Enrollee setting
forth his /her eligibility for participation in the EAP.
1.2 Enrollee; a Participant who resides in California. Every reference in the Agreement to Participants
shall include Enrollees.
2. Principal Services and Coverage
2.1 General. Magellan Health Services of California, Inc.--Employer Services ("Magellan of California')
shall, upon the request of Enrollees, directly provide or arrange for the provision of all Services described in
Sections 2.2, 2.3 and 3 of Addendum A.
2.2 Utilization of Program Services. Enrollees will be able to access EAP services by calling 1- 800 -523-
5668.
3. Enrollee Disputes and Complaints
3.1 Grievance Process. Magellan of California will maintain grievance policies and procedures that
comply with Knox -Keene and make them available to Sponsor and to Enrollees upon request Magellan of
California will offer a resolution for each grievance within thirty (30) days of receipt.
3.2 Prohibition of Retaliation. Neither Magellan of California nor any EAP Counselor will discriminate
against an Enrollee for having filed a grievance. Magellan of California will investigate any alleged retaliation
and take appropriate action.
3.3 Department of Managed Health Care. The following information will be made available to Enrollees
on all communications relating to Magellan of California's grievance procedures or Enrollee grievances:
The California Department of Managed Health Care is responsible for regulating health care service
plans. If you have a grievance against your health plan, you should fast telephone your health plan at
1- 800 - 523 -5668 and use your health plan's grievance process before contacting the department
Utilizing this grievance procedure does not prohibit any potential legal rights or remedies that may be
available to you. If you need help with a grievance involving an emergency, a grievance that has not
been satisfactorily resolved by your health plan, or a grievance that has remained unresolved for more
than 30 days, you may call the department for assistance. You may also be eligible for an
Independent Medical Review (11AR). If you are eligible for IMR, the IMR process will provide an
impartial review of medical decisions made by a health plan related to the medical necessity of a
proposed service or treatment and payment disputes for emergency or urgent medical services. The
department also has a toll-free telephone number (1 -888- HMO -2219) and a TDD line (1- 877 -688-
9891) for the hearing and speech impaired. The department's Internet Web site
hap: / /www.hmohelp.ca gov/ has complaint forms, IMR application forms and instructions
online.
4. Confidentiality
Magellan of California shall comply with the Confidentiality of Medical Information Act, California Civil
Code 56 et seq. and all other applicable laws relating to the confidentiality of counseling records.
S. Review of Termination of Coverage by Director
If any person believes that an Enrollee has been canceled or denied eligibility or services under the
Agreement because of an Enrollee's health status or requirements for health services, he /she may request a
review by the Director of the Department of Managed Health Care of the State of California under Section
1365(b) of the California Health and Safety Code.
6. Sponsor's Obligations Under Knox -Keene
6.1 Distribution of Information. Sponsor shall disseminate to Employees its information about the EAP
and their eligibility for participation in the RAP, and copies of Magellan of California's Combined Evidence
of Coverage and Disclosure Form, a sample of which is provided under separate attachment as Exhibit #1.
Sponsor shall distribute the Combined Evidence of Coverage and Disclosure Form at the inception of the
program, to all individuals who become Employees after the inception of the program, and following receipt
from Magellan of California of a Combined Evidence of Coverage and Disclosure Form with material
revisions.
6.2 Notice of Cancellation. In the event that Magellan of California sends notice of cancellation for any
reason to Sponsor, Sponsor shall mail promptly to each Employee a legible, true copy of such notice and
shall, within thirty (30) days of receipt of such notice from Magellan of California, provide Magellan of
California with proof of such mailing and the date thereof.
6.3 Notice of Material Changes. In the event that Magellan of California sends notice to Sponsor with
respect to a material matter, Sponsor shall disseminate such notice to Employees by the next regular
communication to employees but in no event later than 30 days after receipt of the notice from Magellan of
California.
7. Disruption of Service by E" Counselors
7.1 Notice to Sponsor. In the event that any termination, breach of contract, or inability to perform of
any EAP Counselor could materially and adversely affect Sponsor, Magellan of California shall provide
Sponsor written notice thereof within thirty (30) days of termination of Magellan of California's contract with
such EAP Counselor.
7.2 Continuation of Caxe. In the event that the EAP Counselor from whom an Enrollee is receiving
counseling under the Agreement terminates his /her contractual relationship with Magellan of California,
Magellan of California will permit the Enrollee to continue counseling with that EAP Counselor, as clinically
appropriate, up to the limit on maximum number of In- person Sessions, provided the RAP Counselor agrees
to provide the counseling on the same terms and conditions, unless Magellan of California terminated the
provider contract because of fraud, criminal activity, incompetence or unprofessional conduct likely to be
harmful to clients. If counseling with that EAP Counselor is not available, Magellan of California will arrange
for another RAP Counselor without charge to Sponsor or the Enrollee.
8. Knox -Keene
The EAP described in this Agreement is subject to Chapter 2.2 of Division 2 of the California Health and
Safety Code and to Title 28 of the California Code of Regulations. Any provision required to be in the
Agreement by either of the above shall bind Magellan of California whether or not any such provision
appears in the Agreement. Magellan of California and Sponsor acknowledge that Magellan of California is
required by statute to include the provision in its provider contracts holding Enrollees harmless for sums
owed by Magellan of California.
A G E L L A N
HEALTH SERVICES"
Getting Better All the Time
May 31, 2012
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95031
To Whom It May Concern:
CLERK DEPARTMENT
AGR_ /Ol• 6a
IHH
ORD
REC
rr. SO
This letter is to serve as an amendment of the current agreement for EAP services by and between Magellan
Behavioral Health, Inc. and /or Magellan Health Services of California, Inc. - Employer Services (collectively,
as appropriate, "Magellan ") and Town of Los Gatos, CA ( "Sponsor "), effective as of September 1, 2009
the "Agreement ").
Effective September 1, 2012:
1. This Agreement is renewed for an additional term of two (2) year(s) from September 1, 2012 through
August 30, 2014.
2. The number of Employees eligible for services is 175. Employees are located as follows:
0 United States (Non - California) & Puerto Rico
175 California
0 Canada
0 Other International (Non- Canada)
3. Addendum C Fee Schedule is deleted in its entirety and replaced with the new Addendum C Fee
Schedule, as attached.
All remaining terms and conditions of the Agreement shall remain unchanged and in effect.
If this letter reflects your understanding of the new terms of our agreement, please have this letter signed by
an authorized representative of Sponsor and returned to me for signature by Magellan.
Sincerely,
Sharon A. Malone
Account Specialist
Signature Page Follows]
ATTACHMENT 2
AGREED TO AND ACCEPTED BY:
MAGELLAN BEHAVIORAL HEALTH, INC.
signature required only if Employees located outside California)
By:
Date:
MAGELLAN HEALTH SERVICES OF CALIFORNIA,
INC. - EMPLOYER SERVICES
signatures
ed o y if Employees located within California)
By
Date:
Town of Los Gatos, CA
By: ' reg La,", 76vin A awi -er
Date:
ApprwW u to form:
4 1
PP
roa ,*rn
ADDENDUM C
FEESCHEDULE
BASE FEES PEPM Rate
UNITED STATES:
2.39
X In- person EAP Services - Choose session model
1 -3 session 1 -6 session
1 -4 session ® 1 -8 session
1 -5 session 1 -10 session
Telephonic RAP Services
x Legal Consultation &Financial Consultation Services'
0.05
0.24
Work /Life Services'- Choose model
Basic LifeManagement
Full LifeManagement with Convenience Services
Nurse Advice Line Services'
New Parent Support Services', a
Employee Concern Line'
Other:
INTE_RNATIO •:
In- person EAP Services - Insert session model
1 -_ sessions
Telephonic EAP Services
Work /Life Services'
Legal Consultation & Financial Consultation Services'
Other, Describe: _
SUPPLEMENTAL FEES
United States
Additional In- person Sessions 90.00 per In- person Session
Additional Service Hours 230.00 per provider hour
Mandatory Referrals; 700.00 per case
CISM Cancellation Fee 250.00 per scheduled hour
International
Describe: _
Describe:
Communication Materials
Brochures with 2 Wallet Cards
0.40 per unit — Estimate
Posters
1.60 per unit — Estimate
Services may only be selected if EAP services are purchased.
E New Parent Support Services may only be selected if Full LifeManagement Work /Life Services are selected.
3 Charge applies only if Sponsor selects Telephonic RAP Service model and when an Employee was referred to the EAP
under a `last chance" or similar agreement.
May 31, 2012
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95031
To Whom It May Concern:
CLERK DEPARTMENT
AGR 02• I U
IHH
ORD
REC
SO
This letter is to serve as an amendment of the current agreement for EAP services by and between Magellan
Behavioral Health, Inc. and /or Magellan Health Services of California, Inc. - Employer Services (collectively,
as appropriate, "Magellan ") and Town of Los Gatos, CA ( "Sponsor "), effective as of September 1, 2009
the "Agreement ").
Effective September 1, 2012:
1. This Agreement is renewed for an additional term of two (2) year(s) from September 1, 2012 through
August 30, 2014.
2. The number of Employees eligible for services is 175. Employees are located as follows:
0 United States (Non- California) & Puerto Rico
175 California
0 Canada
0 Other International (Non- Canada)
3. Addendum C Fee Schedule is deleted in its entirety and replaced with the new Addendum C Fee
Schedule, as attached.
All remaining terms and conditions of the Agreement shall remain unchanged and in effect.
If this letter reflects your understanding of the new terms of our agreement, please have this letter signed by
an authorized representative of Sponsor and returned to me for signature by Magellan.
Sincerely,
Sharon A. Malone
Account Specialist
Signature Page Follows]
AGREED TO AND ACCEPTED BY:
MAGELLAN BEHAVIORAL HEALTH, INC.
signature required only if Employees located outside California)
By:
Date:
MAGELLAN HEALTH SERVICES OF CALIFORNIA,
INC. - EMPLOYER SERVICES
signature quired o y if Employees located within California)
By:
Date: 3
Town of Los Gatos, CA
By: /mac ° Q L a, h , wn Ablrzaa,ff
Date:
APPOved as t0 form:
row ,fir
wile fill
14
ADDENDUM C
FEE SCHEDULE
BASE FEES PEPM Rate
UNITED STATES:
2.39
X In- person EAP Services - Choose session model
1 -3 session 1 -6 session
1 -4 session ® 1 -8 session
1 -5 session 1 -10 session
Telephonic EAP Services
0.05
X Legal Consultation & Financial Consultation Servicesl
0.24
X Work /Life Servicesl- Choose model
Basic Life - Management
Full LifeManagement with Convenience Services
Nurse Advice Line Serviced
New Parent Support Servicesl, 2
Employee Concern Linel
Other:
INTERNATIONAL:
In- person EAP Services - Insert session model
1- sessions
Telephonic EAP Services
Work /Life Services'
Legal Consultation & Financial Consultation Services'
Other, Describe:
SUPPLEMENTAL FEES
United States
Additional In- person Sessions 90.00 per In- person Session
Additional Service Hours 230.00 per provider hour
Mandatory Referrals3 700.00 per case
CISM Cancellation Fee 250.00 per scheduled hour
International
Describe:
Describe:
Communication Materials
Brochures with 2 Wallet Cards
Posters 0.40 per unit — Estimate
1.60 per unit — Estimate
Services may only be selected if EAP services are purchased.
New Parent Support Services may only be selected if Full LifeManagement Work /Life Services are selected.
3 Charge applies only if Sponsor selects Telephonic EAP Service model and when an Employee was referred to the EAP
under a "last chance" or similar agreement.
CLERK DEPARTMENT
AGR_M__-J 5_°m?
1HH
SERVICES AGREEMENT ORD
THIS RVICES AGREEMENT (the "Agreement') is entered into as of the 1st day of SIS e em er,3.0Utl (ttiae
Effective Date') by and between MAGELLAN BEHAVIORAL HEALTH, INC., widM'& i%r003 tagell= ---
Plaza Drive, Maryland Heights, MO 63043 and /or MAGELLAN HEALTH SERVICES OF CALIFORNIA,
INC: - EMPLOYER SERVICES, a California corporation, with offices at 300 Continental Boulevard, Suite 240, El
Segundo, CA 90245 (collectively, as appropriate, `Magellan'), and TOWN OF LOS GATOS, with offices at 110 E.
Main Street, Los Gatos, CA 95031 ( "Sponsor'.
RECITALS
1. Magellan is engaged in the business of providing Employee Assistance Program ( "EAP ") and related
services to employers and labor organizations.
2. Sponsor desires to contract with Magellan for RAP services and Magellan agrees to provide such EAP
services in accordance with the terms and conditions of this Agreement
3. Magellan Behavioral Health, Inc. and /or Magellan Health Services of California, Inc.--Employer Services, as
successor -in- interest to Merit Behavioral Care of California, Inc., and Sponsor have previously entered into
an agreement for the provision of EAP services.
4. Sponsor and Magellan have agreed to terminate the agreement described above (eAcept any business
associate agreement which may be attached or otherwise incorporated therein) and to adopt this Agreement
in its place.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, Magellan and Sponsor
hereby agree as follows:
AGREEMENT
1. DEFINITIONS
For the purposes of this Agreement, the following terms shall have the meanings specified below
1.1 Base Fee; the PEPM Rate multiplied by the applicable Employee Count.
1.2 Base Population: the Employee Count as of the Effective Date and thereafter, the Employee Count as of any
adjustment pursuant to Section 3.4.'
1.3 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 to five 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:
1.4 Contract Anniversary Date: the day following the last day of the initial term or any renewal term of this
Agreement
1.5 Contract Year a one year period commencing on the Effective Date or an anniversary of such Effective
Date, as applicable.
GB- CA.MBC1107
1.6 Crisis Counselin g 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.
1.7 Critical Incident Stress Management ( "CISM ") Services: a response to and consultation in connection with
a sudden, unanticipated, traumatic incident or circumstance occurring at the workplace (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.
1.8 EAP Consultant: a licensed behavioral health professional employed by Magellan at its service center to
respond telephonically to Participantrequests for EAP services.
1.9 EAP Counselor: a psychologist, clinical social worker, marriage family and child counselor, or other
professional licensed of 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 RAP 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.
1.10 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 to participate in the EAR
1.11 Employee Assistance Program (`BAP "): a systematic program to help individuals resolve personal
problems, such as family conflict, stress, and drug or alcohol abuse, and 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.
1.12 Employee Count the number of Employees eligible for EAP services at any point in time, excluding any
Employees working or residing in locations other than the United States, Puerto Rico and Canada. -
1.13 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 2.2 of Addendum A.
1.14 ERISA: the Employee Retirement Income Security Act of 1974, as amended.
1.15 Household Member: an individual who permanently, physically resides in the household of an Employee, or
who meets the requirements of a "dependent" as defined by the U.S. Internal Revenue Code.
1.16 In- personn Session: a 50- minute counseling session at the office of an EAP Counselor for a Participant,
individually or with Participants or others, as appropriate.
1.17 P ttuicipant: an Employee or a Household Member.
1.18 PEPM Rate: the sum of the rates that are calculated on a per Employee per month basis as set forth on
Addendum C.
1.19 S_elemental Fees all fees and charges, except for Base Fees, due and payable by Sponsor to Magellan for
performance of Services at the rates listed on Addendum C for such Services.
GB•CAABC1107 2
2. SERVICES
Magellan will provide services to Sponsor and Participants as set forth in Addendum A. Services will be delivered
only to those Participants whose residence or place of employment with Sponsor is located within the United States,
Puerto Rico or Canada unless Sponsor has elected International Services as designated on Addendum C.
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 Fees and all applicable Supplemental Fees as set forth on Addendum C, all as may
be adjusted according to the provisions of this Agreement (collectively, as so adjusted, the "Service Fees').
3.2 Invoicing and Payment. Magellan will invoice Sponsor for Base Fees quarterly in advance in accordance
with the Employee Count represented on Addendum C, provided that, if an Employee Count is less than ten (10)
for any billing period, Magellan shall invoice and Sponsor shall pay a Base Fee calculated upon a minimum of ten
10) Employees. Any Supplemental Fees incurred by Sponsor will be invoiced at the next regular billing interval.
Sponsor agrees to pay all Service Fees due within thirty (30) days of the date of invoice. Any undisputed Service
Fees not paid when due shall be subject to interest charges at the lesser of one and one -half percent (1.5 %) per
month or the maximum rate allowed under applicable law. All payments due Magellan shall be addressed to:
Magellan Behavioral Health, Inc.
Magellan Lockbox
P.O. Box 785341
Philadelphia, PA 19178 -5341
3.3 Fee Assumptions.
3.3.1 Population Variance. As of the Effective Date, the PEPM Rate assumes a Base Population as set
forth on Addendum B, with a standard population variation of up to fifteen percent (15 %).
3.3.2 Coxn_munity Rating. PEPM Rates are established on a community basis.
3.3.3 Cafeteria Plans. Services provided under this Agreement are not available as an employee choice
under a cafeteria plan.
3.4 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 for the next renewal teem.
3.4.2 Population Variance. If the actual Employee Count varies by fifteen percent (15 %) or more above
the Base Population for any billing period, Magellan may adjust the Base Fee in accordance with the current Employee
Count as of the effective date of the change in population, regardless of the date of discovery, and Sponsor shall pay
Magellan within thirty (30) days of receipt of an invoice from Magellan for the undisputed underpayment. If the actual
Employee Count varies by fifteen percent (15 9/4) or more below the Base Population for any billing period, Magellan
will, for a period of time not to exceed one (1) contract quarter, credit the amount of any resulting overpayment of the
Base Fee to Sponsor at the PEPM Rate set forth on the most recent affected invoice. Any Employee Count that varies
by fifteen per cent (15 %) ox more from the then current Base Population shall become the new Base Population for
purposes of future invoicing and payment of Base Fees. This provision shall survive temvnation of the Agreement
GB- CA.MBC1107
4. TERM AND TERMINATION
4.1 Term. The term of this Agreement shall be for three (3) years beginning on the Effective Date. Thereafter,
the Agreement shall automatically renew for successive two (2) 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;
4.21 Termination for Cause.
a) Material Breach. Either party may temn$tate for a material breach of the Agreement, other than non-
payment of fees, but only if the party seeking to terminate has first given the patty 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 complaining
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 complaining party may, at any time that the breach remains
uncured thereafter, terminate this Agreement upon five (5) business days' advance written notice.
b) 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 amount of such fees. Provided, Magellan
shall not terminate the Agreement for non - payment of fees unless Sponsor's payment is delinquent for
more than thirty (30) days, Sponsor has been duly notified and billed by Magellan, and at least fifteen (15)
days have elapsed since the date of notification of delinquency. If Sponsot pays the delinquent amount in
full, including any accrued interest, prior to the next payment date after such 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 ftom the date of notice to Sponsor of the delinquency through any reinstatement
of the Agreement, Magellan shall not be obligated to refer Participants to an EAP Counselor for In- Person
Sessions, perform on -site services (e.g., training, seminar, CISM services), or deliver communications
materials to Sponsor.
4.2.2 Termination for Convenience. Sponsor may terminate this Agreement at any time upon ninety (90)
days' advance written notice to Magellan.
4.3 Effect ofTenmination.
43.1 Continuity of Cate. 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 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, such as manuals, videotapes, employee communications, Web site, and other materials, shall
cease upon the effective date of termination. Upon Magellan's request, Sponsor shall return or destroy such
materials.
G8•CA.M13C1107
5. OBLIGATIONS OF SPONSOR
5.1 Sponsor Cooperation. Sponsor agrees to cooperate with Magellan by furnishing accurate information on a
timely basis in a form and manner reasonably specified by Magellan.
5.2 Notice of Emnlovee Count. As of the Effective Date, the Base Population will be as set forth on Addendum
B. If Sponsor determines at any time that the Employee Count varies from the Base Population in either direction by
fifteen percent (15 %) or more, Sponsor shall provide prompt notice to Magellan of such variation, the effective date,
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) comprehensive general liability insurance with limits of liability of no less than $1,000,000 per claim 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. Each party (the `Indemnifying Party" agrees to hold harmless and indemnify the other
party (the `Indemnified Party") from any claims, losses, damages, liabilities, or expenses (including court costs and
reasonable attorneys' fees) arising out of or resulting from the negligent or willful act or omission or 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 Indetntufying Party with respect to the
resolution or defense of the claim. An Indemnifying Party may not, without the prior written consent of the
Indemnified Party, settle or compromise any claim or consent to the entry of any judgment 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
information concerning the disclosing party s business ("Proprietary Information'D. The parties recognize and agree
that any such information shall be the Proprietary Information of the disclosing party, 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. 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. 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. For purposes of this
section, Proprietary Information includes that disclosed prior to execution of this Agreement.
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. In addition, Magellan will not discriminate against any
Participant or applicant for employment because of race, color, religion, gender, national origin, ancestry, marital status,
GB- CANBC1107
sexual orientation, age or disability. Magellan will reasonably accommodate Participants seeking services. Magellan
shall obtain and maintain all licenses and permits necessary for it to perform services pursuant to this Agreement.
8.2 Special Terms in California. Special terms, set forth in Addendum D of this Agreement, apply in California
in order to comply with the Knox -Keene Health Care Service Platy Act of California. In the event of any conflict
between the provisions in Addendum D of this Agreement and the remainder of the Agreement, the provisions in
Addendum D control with respect to Participants located in the state of California.
8.2 FiduC 'y 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 fiduciary status with respect to the responsibilities specified in this Agreement. Notwithstanding any term
of 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 Patties. Magellan and Sponsor agree that Magellan and all EAP Counselors are independent
contractors with respect to the services performed under this Agreement and, except as otherwise specifically
provided in this Agreement (a) no RAP Counselor is the agent of Magellan or Sponsor not is any EAP Counselor
authorized to act on behalf of Magellan or Sponsor in any manner, and (b) neither Magellan nor Sponsor is the
agent of the other, nor is either party authorized to act on behalf of the other in any manner.
8.4 Third Party Beneficiaries. The parties have not created and do not intend to create by this Agreement any
enforceable tights in any Participant, RAP Counselor, 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. This Agreement shall bind the parties and their legal representatives, successors,
heirs and assigns.
8.6 Notices. Unless otherwise provided in this Agreement, all notices iequixed or permitted under this
Agreement shall be in writing and shall be deemed sufficiently given 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 Behavioral Health, Inc.
14100 Magellan Plaza Drive
Maryland Heights, MO 63043
Attention: Legal Department
Facsimile Transmission (314) 387 -4958
With a copy to: Magellan Health Services of California, Inc: - Employer Services
300 Continental Boulevard, Suite 240
El Segundo, CA 90245
A": President
Facsimile Transmission (310) 726 -7090
To Sponsor. As per Addendum B
8.7 Wave . The failure of any party in any one or more instances to insist upon strict performance of any of
the teems 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 tight to assert or rely upon any such terms, provisions
or options on any future occasion.
GB- CANBC1107
8.8 Force hdJaj rare. 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 Aggeemen t. This Agreement represents the entire agreement between the parties and supersedes any
and all previously written or oral agreements or understandings.
IN WITNESS WHEREOF, Magellan and Sponsor have executed this Agreement by their duly authorized
representatives.
MAGELLAN BEHAVIORAL HEALTH, INC.
Signature required only if Employees located
outside state of California)
By. .
Date: AUG 13 2009
MAGELLAN HEALTH SERVICES OF
CALIFORNIA, INC: - EMPLOYER SERVICES
Signature required only if Employees located in
state of 9#lifornia) A
Y
AUG 13 2009
Date:
GB- CA.MBC1107
TOWN OF LOS GATOS
t'
y, ?
PS) By:
cl l<uv-!' Ctrl, k]l.0 'l YV,CLVl4SJPY
Date: i
Approved as to form:
J0. Korb, Town Atttc+,ir: y
ATTEST FOR THE TOWN OF LOS GATOS
le Administrator
ADDENDUM A
STATEMENT OF WORK
A. Basic Services
1. Magellan Web Site Magellan will provide Sponsor and Participants with access to its Web site, which includes
information on wellness subjects, general health, workplace topics for organizations, interactive self - improvement
programs and self - assessment tools, a directory of EAP Counselors and a database of child and elder care providers.
2. Personal Consultation Services.
2.1 Telephonic EAR Services. Magellan will maintain a toll-free telephone access line 24 hours per day, 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 educational materials, refer to
benefit program, community resource or other treatment provider) and provide any necessary Crisis Counseling.
2.2 In- person EAP Services. In addition to the services described in Section 2.1 of this Addendum A, if
Sponsor has selected an RAP model that includes in- person counseling services, Magellan will link each Participant
who requests in- person counseling services to an RAP Counselor. The RAP 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
the number of In- person Sessions per problem per year, as clinically appropriate, in accordance with the EAP model
selected on Addendum C.
2.3 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 mandatory referrals to the
EAP will be transitioned to a successor vendor or other provider as directed by Sponsor on a case -by -case basis.
3. 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 year.
4. Management Consultation. Upon request, Magellan will provide consultation to any supervisor who is
considering the referral of an Employee to the EAP. In the case of a supervisor - referred Employee, Magellan will
remain in regular contact with the referring supervisor regarding work performance issues. Magellan will also
provide consultation regarding management of high -risk situations in which an Employee's personal problems may
create a threat of violence in the workplace. As appropriate and to the extent authorized by an Employee or permitted
by law, Magellan will provide consultation on the process required to facilitate an Employee's return to work. Any
advice or recommendations made pursuant to this paragraph is not and shall not be construed as a legal opinion.
5. Orientation. Magellan will provide all reasonably necessary orientations to the EAP within ninety (90) days
of implementation of EAP services. Such orientations will be conducted at Sponsor's primary worksite and at
secondary Sponsor worksites with 50 or more Employees at no additional charge to Sponsor, provided, however,
for those orientations conducted at secondary Sponsor worksites, Sponsor agrees to pay Magellan's non -local travel
costs (r. e., travel in excess of 50 miles from the office of the Magellan representative to the worksite).
6. Seminars and Related Services. At the request of Sponsor and a minimum of four (4) weeks' notice,
Magellan will attend Sponsor health fairs or open enrollments, provide Employee education, supervisor training,
seminars, and /or other services but not including CISM services ("Service Hours "). The number of Service Hours
included in the Base Fee per Contract Year is as follows:
GB- CA.MBC1107 8
Up to 99 Employees 0 hours 750 — 999 Employees 4 hours
100 — 249 Employees 1 hour 1,000 —1,499 Employees 5 hours
250 — 499 Employees 2 hours 1,500 —1,999 Employees 6 hours
500 -749 Employees 3hours
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 are available for a Supplemental Fee at the rate indicated on
Addendum C. Service Hours do not include the costs of non -local travel (i.e., travel in excess of 50 miles from the
office of the Magellan representative to the worksite) or special instructional materials, if any. In the event that any
service is scheduled and subsequently canceled with less than a minimum notice of five (5) business days, Sponsor will
be billed or debited as if the scheduled services had been delivered. Unless otherwise agreed by Magellan and
Sponsor, all Service Hours shall be delivered at a Sponsor worksite.
7. Critical Incident Stress Management. At the request of Sponsor, Magellan will provide all reasonably necessary
CISM services to Employees. Unless otherwise agreed by Magellan and Sponsor, CISM services shall be delivered at a
Sponsor worksite. In the event that any CISM session is scheduled and subsequently canceled with less than a
nniuitnum notice of 72 hours, Sponsor will be charged a cancellation fee as set forth on Addendum C. CISM services
do not include the costs of non -local travel (i.e., travel in excess of 50 miles from the office of the Magellan
representative to the Sponsor worksite).
8. 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 will
consist of the following
Brochures with 2 Wallet Cards 1.3 per Employee
Posters 1 Pei: 150 Employees
Employee Videos 1 per 500 Employees
Supervisor Videos 1 per 500 Employees
Supervisor Manual 1 per 20 Employees
Quarterly Newsletter Electronic distribution
Sponsor agrees that Magellan's obligation under this section does not include the costs of postage and stationary
associated-with home mailings and notices to Employees or Household Members required by state or federal law.
9. Reports and Reportu g. Subject to any legal restrictions on the release of confidential or other personally
identifiable information, Magellan will provide Sponsor a statistical report of Participant utilization of services (a) on
a quarterly basis if the number of Employees is 250 or greater, or (b) on an annual basis if the number of Employees
is less than 250. Such reports will reflect aggregate data and will not include Participant - identifiable information.
Reporting by Sponsor division, business units or other subgroup is not included.
10. Account Management. Magellan will designate a member of its account management staff who will act as a
liaison to Sponsor and who will respond to questions, resolve service delivery issues, facilitate consultation on
behavioral health topics and provide advice on the effective use of the EAR All account management services shall
be provided telephonically.
B. Optional Services
The following services will be made available to Sponsor and Participants in accordance with the services elected on
Addendum C. Participants may access such services by calling the assigned Magellan toll-free number.
1. LcW Consultation Services, Services consist of free initial consultation for routine legal needs with a plan
attorney located in the Participant's state, province or territory of domicile. The consultation may be in- person or
telephonic. During the consultation, a plan attorney will explain the Participant's rights, identify options, and, if
GB- CANBC1107
needed, recommend a course of action, which may include referral to a different plan attorney ("Legal Consultation
Services'). 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. There is no
restriction on the number of times a Participant may use Legal Consultation Services, however, Legal Consultation
Services are not intended to provide a Participant with continuing access to a plan attorney in order to undertake his
or her own representation. Legal Consultation Services do not include consultation (t) in connection with
employment - related or business - related matters, (ii) in connection with disputes or proceedings involving Magellan,
its subsidiaries, affiliates or customers, a Participant's employer, Magellan's legal services vendor or any of its
attorneys, or (1) that are frivolous, harassing, or otherwise involve violation of ethical rules.
2. Financial Consultation Services. 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 ( "Financial Consultation Services "). 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 not instruct Participants as to any course of action, not be
responsible for any decisions made by Participants about their financial planning.
3. Work /Life Services. Services ("Work /Life Services ") consist of the following:
a) Basic T_ifeManagement: telephone consultation, information, education and referral services in
connection with child and elder care options; or
b) Full LifeManagement: telephone consultation, information, education, access to an expanded on-
line library of information and tools, and referral services in connection with child care, elder care,
parenting issues, children with special needs, schooling and education, teen and young adult issues
and adoption assistance.
When a Participant requests a referral for child care or elder care, a consultant will gather information about the
Participant's dependent care needs and send the Participant a packet of educational materials and a list of licensed,
certified or registered dependent care resources located in the Participant's area by ZIP code or mileage radius. In
all cases, information provided to Participants by consultants about a particular information agency, resource
organization, placement agency, or direct child care or elder care service provider, does not imply, and is not a
recommendation or endorsement of that particular information agency, resource organization, placement agency, or
direct child care or elder care service. The information about, and description of, a particular information agency,
resource organization, placement agency, or direct child care or elder care service provider has been provided by the
agency, organization, or direct child care or elder care service provider. Magellan or its third party Work /Life
Services provider will make reasonable efforts to ensure the accuracy of the information provided to Participants,
but cannot guarantee its accuracy. The final decision about any child care or elder care arrangement must be made
by Participants themselves. In addition, Participants shall be responsible for determining and monitoring the quality
and appropriateness of a particular child care or elder care arrangement.
4. Convenience Services. Services consist of telephonic referral and information regarding pet care, relocation
services, home repair /improvement and other personal services ("Convenience Services ").
5. Nurse Advice Line Services. Services consist of telephonic general health and symptom management
information and consultation, including, but not limited to, symptom ttiage, in -depth health information,
consultation on day -to -day health issues and management of chronic conditions, practical tips for communicating
with physicians and specialists, information regarding proper use of prescription and over - the - counter drugs, and
advice and support for diet and exercise compliance for various health conditions ("Nurse Advice Line Services').
GB.CA.MBC1107 10
6. Health Risk Assessment Services. Services consist of Web -based access to the vielife individualized health
and well-being assessment tool, analysis and feedback of completed assessments in the form of personalized health
profiles with recommendations targeting specific areas of risk, information directed at appropriate lifestyle
improvement strategies and behavioral changes, and a health and wellness library of online courses, articles, quizzes,
and related tools ("Health Risk Assessment Services "). Data from the health risk assessments completed by
Employees will be aggregated annually and used to develop a company -wide health and wellness profile to be
included in the reports described in Section A -9 of this Addendum A. Participants who are under the age of 18 are
not eligible for Health Risk Assessment Services,
7. International RAP Services. Magellan will arrange for one (1) or more third party vendors to provide
telephonic consultation and Brief Counseling services, including up to the number of in- person sessions per problem
per year designated on Addendum C, as clinically appropriate, to those Employees located in Canada and other
international locations. Participants located in Canada will also receive Work /Life Services, Legal Services and /or
Financial Services, in accordance with Sponsor's election on Addendum C.
S. New Parent Support Services. Magellan will provide a needs assessment, information, consultation,
coaching and referrals to appropriate resources to those Employees who have recently become or will soon become
a parent, whether by birth or adoption ( "New Parent "), and are planning a return to work. In addition, Magellan
will provide consultation and assistance to the New Parent's supervisor to plan for and /or accommodate the
individual's return to work. Services will be promoted in the workplace, through Sponsor's benefits portals and /or
FMLA processes. All services are designed for electronic access and will be provided to New Parents who
voluntarily seek such services.
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 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. 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 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 RAP Counselor network;
pJ 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;
h) Psychological, psychiatric, neurological, educational, or IQ testing;
Ci) 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;
O Medication or medication management;
GB- CA.MBC1107 1 q
k) 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 ( mcluding
professional licenses), or obtaining any kind of insurance coverage;
1) Testimony, creation of records, or other services in connection with legal proceedings;
m) Guidance on workplace issues when the Participant sues, or threatens to sue, Sponsor;
n) Acupuncture;
o) Biofeedback or hypnotherapy; and
p) Gatekeeping to the behavioral health component of Sponsor's group health plan.
E. 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 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.
F. Participant Coverage
1. 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 on or after the Effective Date. A
Household Member shall commence eligibility on the later of the 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 the individual is a
beneficiary under COBRA, 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 die eligibility of the Employee related to
them ceases or until they cease to be Household Members, as defined in this Agreement, whichever occurs first
However, each Participant will be entitled to receive the full number of In- person Sessions identified in Addendum
C 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, for threatening the safety of Magellan
employees, RAP Counselors, or others eligible for or receiving RAP services and for repeated behavior substantially
interfering with Magellan's ability to furnish or arrange services for the Participant or others or the ability of an EAP
Counselor to provide services to others. 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 RAP.
2. Individual Continuation of Eligibiht+. An individual 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 such Services is determined solely by this Agreement.
GB- CA.MBC1107 12
ADDENDUM B
SPONSOR INFORMATION
Number of Employees as of the Effective Date
175 California'
United States (Non- Califomia) & Puerto Rico
Canada
Other International (Non- Canada)
Sponsor Information for Legal Notice per Section 8.6
Address:
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95031
Facsimile: 408.399.5709
Attention: Rumi Portillo. Director of HR
1 1 If none, enter "0" or "N /mil"
GB- CA.MBC1107 13
ADDENDUM C
FEE SCHEDULE
BASE FEES PEPM Rate
Select only 1 From this category:
X In person EAP Services (Choose session model) 2.39
1-3 session 1 -6 session
1 -4 session ® 1 -8 session
1 -5 session 1 -10 session
OR
Telephonic EAP Services
X Legal /Financial Consultation Setvicesr - Choose model 07
Legal Consultation Services Only
Financial Consultation Services Only
Legal & Financial Consultation Services
Work /Life Servicesr - Choose model 37
Basic LiferVfanagement
Full Lifel\Ianagemeat
Full LifeManagement with Convenience Services
Nurse Advice Line Services'
Health Risk Assessment Services
New Parent Support Services
SUPPLEMENTAL FEES
Services
Additional In- person Sessions 90.00 pet In- person Session
Additional Service Hours 140.00 per trainer hour
Mandatory Refertals2 700.00 per case
CISM Cancellation Fee 190.00 per consultant
International EAP Services Other than Canada
Annual Fee 3000.00
In- person Counseling Session 225.00 per one -hour session
Communication Materials
Videos 14.00 pet unit— Estimate
Brochures with 2 wallet cards 0.40 per unit— Estimate
Posters 1.60 per unit — Estimate
I Services may only he selected if EAP services are purchased.
2 Charge applies only if Sponsor selects Telephonic EAP Service model.
GB- CA.MB01107 14
ADDENDUM D
SPECIAL TERMS APPLICABLE TO CALIFORNIA
The Agreement is subject to the following additional terms and conditions in California
1. Definitions
In addition to the definitions set forth in Section 1 of the Agreement and Section 1 of Addendum A to the
Agreement, the following terms shall have the meanings specified below.
1.1 Combined Evidence of Coverage and Disclosure Form: the document issued to an Enrollee setting
forth his /her eligibility, for participation in the RAP.
1.2 Frnlle : a Participant who resides in California. Every reference in the Agreement to Participants
shall include Enrollees.
2. Principal Services and Coverage
2.1 General. Magellan Health Services of California, Inc. — Employee Services (`Magellan of California'
shall, upon the request of Enrollees, directly provide or arrange for the provision of all Services described in
Sections 2.2, 2 3 and 3 of Addendum A.
2.2 UtiliZA&n of Program Services. Enrollees will be able to access EAP services by calling 1- 800 -523-
5668.
3. Enrollee Disputes and Complaints
3.1 Grievance Process. Magellan of California will maintain grievance policies and procedures that
comply with Knox -Keene and make them available to Sponsor and to Enrollees upon request. Magellan of
California will offer a resolution for each grievance within thirty (30) days of receipt.
3.2 Prohibition of Retaliation. Neither Magellan of California nor any EAP Counselor will discriminate
against an Enrollee for having filed a grievance. Magellan of California will investigate any alleged retaliation
and take appropriate action.
3.3 Department of Managed Health Care. The following information will be made available to Enrollees
on all communications relating to Magellan of California's grievance procedures or Enrollee grievances:
The California Department of Managed Health Cate is responsible for xegulating health care service
plans. If you have a grievance against your health plan, you should first telephone your health plan at
1- 800 -523 -5668 and use your health plan's grievance process before contacting the department.
Utilizing this grievance procedure does not prohibit any potential legal rights or remedies that may be
available to you. If you need help with a grievance involving an emergency, a grievance that has not
been satisfactorily resolved by your health plan, or a grievance that has remained unresolved for more
than 30 days, you may call the department for assistance. You may also be eligible for an
Independent Medical Review (IMR). If you are eligible for END, the IMR process will provide an
impartial review of medical decisions made by a health plan related to the medical necessity of a
proposed service or treatment and payment disputes for emergency or urgent medical services. The
department also has a toll-free telephone number (1- 888- HMO -2219) and a TDD line (1- 877 -688-
9891) for the heating and speech impaired. The department's Internet Web site
http :1Ayww.hmohelp.ca.gov/ has complaint forms, IMR application forms and instructions
online.
4. Confidentiality
GB- CA.MBC1107 15
Magellan of California shall comply with the Confidentiality of Medical Information Act, California Civil
Code 56 et seq. and all other applicable laws relating to the confidentiality of counseling records.
5. Review of Termination of Coverage by Director
If any person believes that an Enrollee has been canceled or denied eligibility or services under the
Agreement because of an Enrollee's health status or requirements for health services, he /she may request a
review by the Director of the Department of Managed Health Care of the State of California under Section
1365(b) of the California Health and Safety Code.
6. Sponsor's Obligations Under Knox -Keene
6.1 Distribution of Information. Sponsor shall disseminate to Employees its information about the EAP
and their eligibility for participation in the RAP, and copies of Magellan of California's Combined Evidence
of Coverage and Disclosure Form, a sample of which is provided under separate attachment as Exhibit #1.
Sponsor shall distribute the Combined Evidence of Coverage and Disclosure Form at the inception of the
program, to all individuals who become Employees after the inception of the program, and following receipt
from Magellan of California of a Combined Evidence of Coverage and Disclosure Form with material
revisions.
6.2 Notice of Cancellation. In the event that Magellan of California sends notice of cancellation for any
reason to Sponsor, Sponsor shall mail promptly to each Employee a legible, true copy of such notice and
shall, within thirty (30) days of receipt of such notice from Magellan of California, provide Magellan of
California with proof of such mailing and the date thereof.
6.3 Notice of Material Changes. In the event that Magellan of California sends notice to Sponsor with
respect to a material matter, Sponsor shall disseminate such notice to Employees by the next regular
communication to employees but in no event later than 30 days after receipt of the notice from Magellan of
California.
Disruption of Service by EAP Counselors
71 Notice to Sponsor. In the event that any termination, breach of contract, or inability to perform of.
any EAP Counselor could materially and adversely affect Sponsor, Magellan of California shall provide
Sponsor written notice thereof within thirty (30) days of termination of Magellan of California's contractwith
such RAP Counselor.
7.2 Continuation of Cate. In the event that the EAP Counselor from whom an Enrollee is receiving
counseling under the Agreement terminates his /her contractual relationship with Magellan of California,
Magellan of California will permit the Enrollee to continue counseling with that RAP Counselor, as clinically
appropriate, up to the limit on maximum number of In- person Sessions, provided the EAP Counselor agrees
to provide the counseling on the same terms and conditions, unless Magellan of California terminated the
provider contract because of fraud, criminal activity, incompetence or unprofessional conduct likely to be
harmful to clients. If counseling with that RAP Counselor is not available, Magellan of California will arrange
for another RAP Counselor without charge to Sponsor or the Enrollee.
8. Knox -Keene
The EAP described in this Agreement is subject to Chapter 2.2 of Division 2 of the California Health and
Safety Code and to Title 28 of the California Code of Regulations. Any provision required to be in the
Agreement by either of the above shall bind Magellan of California whether or not any such provision
appears in the Agreement. Magellan of California and Sponsor acknowledge that Magellan of California is
required by statute to include the provision in its provider contracts holding Enrollees harmless for sums
owed by Magellan of California.
GB- CA.MBC1 107 16
CLERK DEPARTMENT
IHII
SERVICES AGREEMENT ORD
THIS SERVICES AGREEMENT (the "Agreement ") is entered into as of the 1st day of ,Sctem5ei, 259_( e "
Effective Date ") by and between MAGELLAN BEHAVIORAL HEALTH, INC., withfftL'es-at14100-Magellan
Plaza Drive, Maryland Heights, MO 63043 and /or MAGELLAN HEALTH SERVICES OF CALIFORNIA,
INC. -- EMPLOYER SERVICES, a California corporation, with offices at 300 Continental Boulevard, Suite 240, El
Segundo, CA 90245 (collectively, as appropriate, "Magellan "), and TOWN OF LOS GATOS, with offices at 110 E.
Main Street, Los Gatos, CA 95031 ( "Sponsor ").
RECITALS
1. Magellan is engaged in the business of providing Employee Assistance Program ( "EAP ") and related
services to employers and labor organizations.
2. Sponsor desires to contract with Magellan for EAP services and Magellan agrees to provide such EAP
services in accordance with the terms and conditions of this Agreement.
3. Magellan Behavioral Health, Inc. and /or Magellan Health Services of California, Inc. -- Employer Services, as
successor -in- interest to Merit Behavioral Care of California, Inc., and Sponsor have previously entered into
an agreement for the provision of EAP services.
4. Sponsor and Magellan have agreed to terminate the agreement described above (except for any business
associate agreement which may be attached or otherwise incorporated therein) and to adopt this Agreement
in its place.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, Magellan and Sponsor
hereby agree as follows:
AGREEMENT
1. DEFINITIONS
For the purposes of this Agreement, the following terms shall have the meanings specified below.
1.1 Base Fee: the PEPM Rate multiplied by the applicable Employee Count.
1.2 Base Population: the Employee Count as of the Effective Date and thereafter, the Employee Count as of any
adjustment pursuant to Section 3.4.
1.3 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 to five 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.
1.4 Contract Anniversary Date: the day following the last day of the initial term or any renewal term of this
Agreement.
1.5 Contract Year: a one year period commencing on the Effective Date or an anniversary of such Effective
Date, as applicable.
GB- CA.MBC1107
1.6 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.
1.7 Critical Incident Stress Management "CISM ", Services: a response to and consultation in connection with
a sudden, unanticipated, traumatic incident or circumstance occurring at the workplace (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.
1.8 EAP Consultant: a licensed behavioral health professional employed by Magellan at its service center to
respond telephonically to Participant requests for EAP services.
1.9 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.
1.10 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 to participate in the EAP.
1.11 Employee Assistance Program "EAP" ).: a systematic program to help individuals resolve personal
problems, such as family conflict, stress, and drug or alcohol abuse, and 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.
1.12 Employee Count: the number of Employees eligible for EAP services at any point in time, excluding any
Employees working or residing in locations other than the United States, Puerto Rico and Canada.
1.13 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 2.2 of Addendum A.
1.14 ERISA: the Employee Retirement Income Security Act of 1974, as amended.
1.15 Household Member: an individual who permanently, physically resides in the household of an Employee, or
who meets the requirements of a "dependent" as defined by the U.S. Internal Revenue Code.
1.16 In- person Session: a 50- minute counseling session at the office of an EAP Counselor for a Participant,
individually or with Participants or others, as appropriate.
1.17 Participant: an Employee or a Household Member.
1.18 PEPM Rate: the sum of the rates that are calculated on a per Employee per month basis as set forth on
Addendum C.
1.19 Supplemental Fees: all fees and charges, except for Base Fees, due and payable by Sponsor to Magellan for
performance of Services at the rates listed on Addendum C for such Services.
GB- CANBC1107
2. SERVICES
Magellan will provide services to Sponsor and Participants as set forth in Addendum A. Services will be delivered
only to those Participants whose residence or place of employment with Sponsor is located within the United States,
Puerto Rico or Canada unless Sponsor has elected International Services as designated on Addendum C.
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 Fees and all applicable Supplemental Fees as set forth on Addendum C, all as may
be adjusted according to the provisions of this Agreement (collectively, as so adjusted, the "Service Fees ").
3.2 Invoicing and Payment. Magellan will invoice Sponsor for Base Fees quarterly in advance in accordance
with the Employee Count represented on Addendum C, provided that, if an Employee Count is less than ten (10)
for any billing period, Magellan shall invoice and Sponsor shall pay a Base Fee calculated upon a minimum of ten
10) Employees. Any Supplemental Fees incurred by Sponsor will be invoiced at the next regular billing interval.
Sponsor agrees to pay all Service Fees due within thirty (30) days of the date of invoice. Any undisputed Service
Fees not paid when due shall be subject to interest charges at the lesser of one and one -half percent (1.5 %) per
month or the maximum rate allowed under applicable law. All payments due Magellan shall be addressed to:
Magellan Behavioral Health, Inc.
Magellan Lockbox
P.O. Box 785341
Philadelphia, PA 19178 -5341
3.3 Fee Assumptions.
3.3.1 Population Variance. As of the Effective Date, the PEPM Rate assumes a Base Population as set
forth on Addendum B, with a standard population variation of up to fifteen percent (159/6).
3.3.2 Community Rating. PEPM Rates are established on a community basis.
3.3.3 Cafeteria Plans. Services provided under this Agreement are not available as an employee choice
under a cafeteria plan.
3.4 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 for the next renewal term.
3.4.2 Population Variance. If the actual Employee Count varies by fifteen percent (15 %) or more above
the Base Population for any billing period, Magellan may adjust the Base Fee in accordance with the current Employee
Count as of the effective date of the change in population, regardless of the date of discovery, and Sponsor shall pay
Magellan within thirty (30) days of receipt of an invoice from Magellan for the undisputed underpayment. If the actual
Employee Count varies by fifteen percent (15 9/6) or more below the Base Population for any billing period, Magellan
will, for a period of time not to exceed one (1) contract quarter, credit the amount of any resulting overpayment of the
Base Fee to Sponsor at the PEPM Rate set forth on the most recent affected invoice. Any Employee Count that varies
by fifteen per cent (15 %) or more from the then current Base Population shall become the new Base Population for
purposes of future invoicing and payment of Base Fees. This provision shall survive termination of the Agreement.
GB- CA.MBC1107
4. TERM AND TERMINATION
4.1 Term. The term of this Agreement shall be for three (3) years beginning on the Effective Date. Thereafter,
the Agreement shall automatically renew for successive two (2) 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 Termination for Cause.
a) Material Breach. Either party may terminate for a material breach of the Agreement, other than non-
payment of 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 complaining
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 complaining party may, at any time that the breach remains
uncured thereafter, terminate this Agreement upon five (5) business days' advance written notice.
b) 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 amount of such fees. Provided, Magellan
shall not terminate the Agreement for non - payment of fees unless Sponsor's payment is delinquent for
more than thirty (30) days, Sponsor has been duly notified and billed by Magellan, and at least fifteen (15)
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 such 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 refer Participants to an EAP Counselor for In- Person
Sessions, perform on -site services (e.g., training, seminar, CISM services), or deliver communications
materials to Sponsor.
422 Termination for Convenience. Sponsor may terminate this Agreement at any time upon ninety (90)
days' advance written notice to Magellan.
4.3 Effect of Termination.
4.3.1 Continuit3 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 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, such as manuals, videotapes, employee communications, Web site, and other materials, shall
cease upon the effective date of termination. Upon Magellan's request, Sponsor shall return or destroy such
materials.
GB- CA.MBC1107
5. OBLIGATIONS OF SPONSOR
5.1 Sponsor Cooperation. Sponsor agrees to cooperate with Magellan by furnishing accurate information on a
timely basis in a form and manner reasonably specified by Magellan.
5.2 Notice of Employee Count. As of the Effective Date, the Base Population will be as set forth on Addendum
B. If Sponsor determines at any time that the Employee Count varies from the Base Population in either direction by
fifteen percent (15 %) or more, Sponsor shall provide prompt notice to Magellan of such variation, the effective date,
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) comprehensive general liability insurance with limits of liability of no less than $1,000,000 per claim 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. Each party (the "Indemnifying Party") agrees to hold harmless and indemnify the other
party (the "Indemnified Party ") from any claims, losses, damages, liabilities, or expenses (including court costs and
reasonable attorneys' fees) arising out of or resulting from the negligent or willful act or omission or 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. An Indemnifying Party may not, without the prior written consent of the
Indemnified Party, settle or compromise any claim or consent to the entry of any judgment 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
information concerning the disclosing party's business ( "Proprietary Information "). The parties recognize and agree
that any such information shall be the Proprietary Information of the disclosing party, 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. 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. 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. For purposes of this
section, Proprietary Information includes that disclosed prior to execution of this Agreement.
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. In addition, Magellan will not discriminate against any
Participant or applicant for employment because of race, color, religion, gender, national origin, ancestry, marital status,
GB- CA.MBC1107
sexual orientation, age or disability. Magellan will reasonably accommodate Participants seeking services. Magellan
shall obtain and maintain all licenses and permits necessary for it to perform services pursuant to this Agreement.
8.2 Special Terms in California. Special terms, set forth in Addendum D of this Agreement, apply in California
in order to comply with the Knox -Keene Health Care Service Plan Act of California. In the event of any conflict
between the provisions in Addendum D of this Agreement and the remainder of the Agreement, the provisions in
Addendum D control with respect to Participants located in the state of California.
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 fiduciary status with respect to the responsibilities specified in this Agreement. Notwithstanding any term
of 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 Magellan and all EAP Counselors are independent
contractors with respect to the services performed under this Agreement and, except as otherwise specifically
provided in this Agreement (a) no EAP Counselor is the agent of Magellan or Sponsor nor is any EAP Counselor
authorized to act on behalf of Magellan or Sponsor in any manner, and (b) neither Magellan nor Sponsor is the
agent of the other, nor is either party authorized to act on behalf of the other in any manner.
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, EAP Counselor, 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. This Agreement shall bind the parties and their legal representatives, successors,
heirs and assigns.
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 given 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 Behavioral Health, Inc.
14100 Magellan Plaza Drive
Maryland Heights, MO 63043
Attention: Legal Department
Facsimile Transmission: (314) 387 -4958
With a copy to: Magellan Health Services of California, Inc. -- Employer Services
300 Continental Boulevard, Suite 240
El Segundo, CA 90245
Attn: President
Facsimile Transmission: (310) 726 -7090
To Sponsor: As per Addendum B
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.
GB- CA.MBC1107
8.8 Force Majeure. 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 Enforce 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 represents the entire agreement between the parties and supersedes any
and all previously written or oral agreements or understandings.
IN WITNESS WHEREOF, Magellan and Sponsor have executed this Agreement by their duly authorized
representatives.
MAGELLAN BEHAVIORAL HEALTH, INC.
Signature required only if Employees located
outside state of California)
By:
Date: AUG 13 2009
MAGELLAN HEALTH SERVICES OF
CALIFORNIA, INC. -- EMPLOYER SERVICES
Signature required only if Employees located in
state of lifornia)
By:
AUG 13 2009
Date:
GB- CA.MBC1107
TOWN OF LOS GATOS
By: 1 l/ PS)
Date: -7
Approved as to form:
Or P. Korb, Town,Aixxw,-"y
ATTEST FOR THE TOWN OF LOS GATOS
leek Administrator
ADDENDUM A
STATEMENT OF WORK
A. Basic Services
1. Magellan Web Site. Magellan will provide Sponsor and Participants with access to its Web site, which includes
information on wellness subjects, general health, workplace topics for organizations, interactive self - improvement
programs and self - assessment tools, a directory of EAP Counselors and a database of child and elder care providers.
2. Personal Consultation Services.
2.1 Telephonic EAP Services. Magellan will maintain a toll-free telephone access line 24 hours per day, 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 educational materials, refer to
benefit program, community resource or other treatment provider) and provide any necessary Crisis Counseling.
2.2 In- person EAP Services. In addition to the services described in Section 2.1 of this Addendum A, if
Sponsor has selected an EAP model that includes in- person counseling 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
the number of In- person Sessions per problem per year, as clinically appropriate, in accordance with the EAP model
selected on Addendum C.
2.3 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 mandatory referrals to the
EAP will be transitioned to a successor vendor or other provider as directed by Sponsor on a case -by -case basis.
3. 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 year.
4. Management Consultation. Upon request, Magellan will provide consultation to any supervisor who is
considering the referral of an Employee to the EAP. In the case of a supervisor- referred Employee, Magellan will
remain in regular contact with the referring supervisor regarding work performance issues. Magellan will also
provide consultation regarding management of high -risk situations in which an Employee's personal problems may
create a threat of violence in the workplace. As appropriate and to the extent authorized by an Employee or permitted
by law, Magellan will provide consultation on the process required to facilitate an Employee's return to work. Any
advice or recommendations made pursuant to this paragraph is not and shall not be construed as a legal opinion.
5. Orientation. Magellan will provide all reasonably necessary orientations to the EAP within ninety (90) days
of implementation of EAP services. Such orientations will be conducted at Sponsor's primary worksite and at
secondary Sponsor worksites with 50 or more Employees at no additional charge to Sponsor, provided, however,
for those orientations conducted at secondary Sponsor worksites, Sponsor agrees to pay Magellan's non -local travel
costs (i.e., travel in excess of 50 miles from the office of the Magellan representative to the worksite).
6. Seminars and Related Services. At the request of Sponsor and a minimum of four (4) weeks' notice,
Magellan will attend Sponsor health fairs or open enrollments, provide Employee education, supervisor training,
seminars, and /or other services but not including CISM services ( "Service Hours "). The number of Service Hours
included in the Base Fee per Contract Year is as follows:
GB- CA.MBC1107
Up to 99 Employees 0 hours 750 — 999 Employees 4 hours
100 — 249 Employees 1 hour 1,000 —1,499 Employees 5 hours
250 — 499 Employees 2 hours 1,500 —1,999 Employees 6 hours
500 — 749 Employees 3 hours
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 are available for a Supplemental Fee at the rate indicated on
Addendum C. Service Hours do not include the costs of non -local travel (i.e., travel in excess of 50 miles from the
office of the Magellan representative to the worksite) or special instructional materials, if any. In the event that any
service is scheduled and subsequently canceled with less than a minimum notice of five (5) business days, Sponsor will
be billed or debited as if the scheduled services had been delivered. Unless otherwise agreed by Magellan and
Sponsor, all Service Hours shall be delivered at a Sponsor worksite.
7. Critical Incident Stress Management. At the request of Sponsor, Magellan will provide all reasonably necessary
CISM services to Employees. Unless otherwise agreed by Magellan and Sponsor, CISM services shall be delivered at a
Sponsor worksite. In the event that any CISM session is scheduled and subsequently canceled with less than a
minimum notice of 72 hours, Sponsor will be charged a cancellation fee as set forth on Addendum C. CISM services
do not include the costs of non -local travel (i.e., travel in excess of 50 miles from the office of the Magellan
representative to the Sponsor worksite).
8. 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 will
consist of the following:
Brochures with 2 Wallet Cards 1.3 per Employee
Posters 1 per 150 Employees
Employee Videos 1 per 500 Employees
Supervisor Videos 1 per 500 Employees
Supervisor Manual 1 per 20 Employees
Quarterly Newsletter Electronic distribution
Sponsor agrees that Magellan's obligation under this section does not include the costs of postage and stationary
associated with home mailings and notices to Employees or Household Members required by state or federal law.
9. Reports and Reporting. Subject to any legal restrictions on the release of confidential or other personally
identifiable information, Magellan will provide Sponsor a statistical report of Participant utilization of services (a) on
a quarterly basis if the number of Employees is 250 or greater, or (b) on an annual basis if the number of Employees
is less than 250. Such reports will reflect aggregate data and will not include Participant - identifiable information.
Reporting by Sponsor division, business units or other subgroup is not included.
10. Account Management. Magellan will designate a member of its account management staff who will act as a
liaison to Sponsor and who will respond to questions, resolve service delivery issues, facilitate consultation on
behavioral health topics and provide advice on the effective use of the EAR All account management services shall
be provided telephonically.
B. Optional Services
The following services will be made available to Sponsor and Participants in accordance with the services elected on
Addendum C. Participants may access such services by calling the assigned Magellan toll-free number.
1. Legal Consultation Services. Services consist of free initial consultation for routine legal needs with a plan
attorney located in the Participant's state, province or territory of domicile. The consultation may be in- person or
telephonic. During the consultation, a plan attorney will explain the Participant's rights, identify options, and, if
GB- CA.MBC1107
needed, recommend a course of action, which may include referral to a different plan attorney ("Legal Consultation
Services "). 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. There is no
restriction on the number of times a Participant may use Legal Consultation Services, however, Legal Consultation
Services are not intended to provide a Participant with continuing access to a plan attorney in order to undertake his
or her own representation. Legal Consultation Services do not include consultation (i) in connection with
employment - related or business - related matters, (ii) in connection with disputes or proceedings involving Magellan,
its subsidiaries, affiliates or customers, a Participant's employer, Magellan's legal services vendor or any of its
attorneys, or (iii) that are frivolous, harassing, or otherwise involve violation of ethical rules.
2. Financial Consultation Services. 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 ( "Financial Consultation Services "). 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.
3. Work /Life Services. Services ( "Work /Life Services ") consist of the following:
a) Basic LifeManagement: telephone consultation, information, education and referral services in
connection with child and elder care options; or
b) Full LifeManagement: telephone consultation, information, education, access to an expanded on-
line library of information and tools, and referral services in connection with child care, elder care,
parenting issues, children with special needs, schooling and education, teen and young adult issues
and adoption assistance.
When a Participant requests a referral for child care or elder care, a consultant will gather information about the
Participant's dependent care needs and send the Participant a packet of educational materials and a list of licensed,
certified or registered dependent care resources located in the Participant's area by ZIP code or mileage radius. In
all cases, information provided to Participants by consultants about a particular information agency, resource
organization, placement agency, or direct child care or elder care service provider, does not imply, and is not a
recommendation or endorsement of that particular information agency, resource organization, placement agency, or
direct child care or elder care service. The information about, and description of, a particular information agency,
resource organization, placement agency, or direct child care or elder care service provider has been provided by the
agency, organization, or direct child care or elder care service provider. Magellan or its third party Work /Life
Services provider will make reasonable efforts to ensure the accuracy of the information provided to Participants,
but cannot guarantee its accuracy. The final decision about any child care or elder care arrangement must be made
by Participants themselves. In addition, Participants shall be responsible for determining and monitoring the quality
and appropriateness of a particular child care or elder care arrangement.
4. Convenience Services. Services consist of telephonic referral and information regarding pet care, relocation
services, home repair /improvement and other personal services ( "Convenience Services ").
5. Nurse Advice Line Services. Services consist of telephonic general health and symptom management
information and consultation, including, but not limited to, symptom triage, in -depth health information,
consultation on day -to -day health issues and management of chronic conditions, practical tips for communicating
with physicians and specialists, information regarding proper use of prescription and over - the - counter drugs, and
advice and support for diet and exercise compliance for various health conditions ("Nurse Advice Line Services ").
GB- CA.MBC1107 10
6. Health Risk Assessment Services. Services consist of Web -based access to the vielife individualized health
and well-being assessment tool, analysis and feedback of completed assessments in the form of personalized health
profiles with recommendations targeting specific areas of risk, information directed at appropriate lifestyle
improvement strategies and behavioral changes, and a health and wellness library of online courses, articles, quizzes,
and related tools ( "Health Risk Assessment Services "). Data from the health risk assessments completed by
Employees will be aggregated annually and used to develop a company -wide health and wellness profile to be
included in the reports described in Section A -9 of this Addendum A. Participants who are under the age of 18 are
not eligible for Health Risk Assessment Services.
7. International EAP Services. Magellan will arrange for one (1) or more third party vendors to provide
telephonic consultation and Brief Counseling services, including up to the number of in- person sessions per problem
per year designated on Addendum C, as clinically appropriate, to those Employees located in Canada and other
international locations. Participants located in Canada will also receive Work /Life Services, Legal Services and /or
Financial Services, in accordance with Sponsor's election on Addendum C.
8. New Parent Support Services. Magellan will provide a needs assessment, information, consultation,
coaching and referrals to appropriate resources to those Employees who have recently become or will soon become
a parent, whether by birth or adoption ("New Parent "), and are planning a return to work. In addition, Magellan
will provide consultation and assistance to the New Parent's supervisor to plan for and /or accommodate the
individual's return to work. Services will be promoted in the workplace, through Sponsor's benefits portals and /or
FMLA processes. All services are designed for electronic access and will be provided to New Parents who
voluntarily seek such services.
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 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. 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; 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;
0 Services by providers who are not part of Magellan's EAP Counselor network;
g) 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;
h) Psychological, psychiatric, neurological, educational, or IQ testing;
i) 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;
j) Medication or medication management;
GB- CA.MBC1107 11
MA 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;
1) Testimony, creation of records, or other services in connection with legal proceedings;
m) Guidance on workplace issues when the Participant sues, or threatens to sue, Sponsor;
n) Acupuncture;
o) Biofeedback or hypnotherapy; and
p) Gatekeeping to the behavioral health component of Sponsor's group health plan.
E. 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 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.
F. Participant Coverage
1. 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 on or after the Effective Date. A
Household Member shall commence eligibility on the later of the 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 the individual is a
beneficiary under COBRA, 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, as defined in this Agreement, whichever occurs first.
However, each Participant will be entitled to receive the full number of In- person Sessions identified in Addendum
C 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, for threatening the safety of Magellan
employees, EAP Counselors, or others eligible for or receiving EAP services and for repeated behavior substantially
interfering with Magellan's ability to furnish or arrange services for the Participant or others or the ability of an EAP
Counselor to provide services to others. 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.
2. Individual Continuation of Eligibility. An individual 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 such Services is determined solely by this Agreement.
GB- CAABC1107 12
ADDENDUM B
SPONSOR INFORMATION
Number of Employees as of the Effective Date
175 California'
0 United States (Non- California) & Puerto Rico
0 Canada
0 Other International (Non- Canada)
Sponsor Information for Legal Notice per Section 8.6
Address:
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95031
Facsimile: 408.399.5709
Attention: Rumi Portillo, Director of HR
1' If none, enter "0" or "N/A"
GB- CA.MBC1107 13
ADDENDUM C
FEE SCHEDULE
BASE FEES PEPM Rate
Select only 1 from this category:
X In- person EAP Services (Choose session model) 2.39
1 -3 session 1 -6 session
1 -4 session Z 1 -8 session
1 -5 session 1 -10 session
OR
Telephonic EAP Services
X Legal /Financial Consultation Services1- Choose model 07
Legal Consultation Services Only
Financial Consultation Services Only
Legal & Financial Consultation Services
X Work /Life Servicesl - Choose model 37
Basic LifeManagement
Full LifeManagement
Full LifeManagement with Convenience Services
Nurse Advice Line Seivicesl
Health Risk Assessment Services
New Parent Support Services
SUPPLEMENTAL FEES
Services
Additional In- person Sessions 90.00 per In- person Session
Additional Service Hours 140.00 per trainer hour
Mandatory Referrals2 700.00 per case
CISM Cancellation Fee 190.00 per consultant
International EAP Services Other than Canada
Annual Fee 3000.00
In- person Counseling Session 225.00 per one -hour session
Communication Materials
Videos 14.00 per unit — Estimate
Brochures with 2 wallet cards 0.40 per unit — Estimate
Posters 1.60 per unit — Estimate
1 Services may only be selected if EAP services are purchased.
2 Charge applies only if Sponsor selects Telephonic EAP Service model.
GB- CA.MBC1107 14
ADDENDUM D
SPECIAL TERMS APPLICABLE TO CALIFORNIA
The Agreement is subject to the following additional terms and conditions in California.
1. Definitions
In addition to the definitions set forth in Section 1 of the Agreement and Section 1 of Addendum A to the
Agreement, the following terms shall have the meanings specified below.
1.1 Combined Evidence of Coverage and Disclosure Form: the document issued to an Enrollee setting
forth his /her eligibility for participation in the EAP.
1.2 Enrollee: a Participant who resides in California. Every reference in the Agreement to Participants
shall include Enrollees.
2. Principal Services and Coverage
2.1 General. Magellan Health Services of California, Inc. -- Employer Services ( "Magellan of California ")
shall, upon the request of Enrollees, directly provide or arrange for the provision of all Services described in
Sections 2.2, 2.3 and 3 of Addendum A.
2.2 Utilization of Program Services. Enrollees will be able to access EAP services by calling 1- 800 -523-
5668.
3. Enrollee Disputes and Complaints
3.1 Grievance Process. Magellan of California will maintain grievance policies and procedures that
comply with Knox -Keene and make them available to Sponsor and to Enrollees upon request. Magellan of
California will offer a resolution for each grievance within thirty (30) days of receipt.
3.2 Prohibition of Retaliation. Neither Magellan of California nor any EAP Counselor will discriminate
against an Enrollee for having filed a grievance. Magellan of California will investigate any alleged retaliation
and take appropriate action.
3.3 Department of Managed Health Care. The following information will be made available to Enrollees
on all communications relating to Magellan of California's grievance procedures or Enrollee grievances:
The California Department of Managed Health Care is responsible for regulating health care service
plans. If you have a grievance against your health plan, you should first telephone your health plan at
1- 800 - 523 -5668 and use your health plan's grievance process before contacting the department.
Utilizing this grievance procedure does not prohibit any potential legal rights or remedies that may be
available to you. If you need help with a grievance involving an emergency, a grievance that has not
been satisfactorily resolved by your health plan, or a grievance that has remained unresolved for more
than 30 days, you may call the department for assistance. You may also be eligible for an
Independent Medical Review (IMR). If you are eligible for IMR, the IMR process will provide an
impartial review of medical decisions made by a health plan related to the medical necessity of a
proposed service or treatment and payment disputes for emergency or urgent medical services. The
department also has a toll-free telephone number (1- 888 - HMO -2219) and a TDD line (1- 877 -688-
9891) for the hearing and speech impaired. The department's Internet Web site
http://Nv-Nv-Nv.hiuol-iclX.est.goN,L has complaint forms, IMR application forms and instructions
online.
4. Confidentiality
GB- CA.MBC1107 15
Magellan of California shall comply with the Confidentiality of Medical Information Act, California Civil
Code 56 et seq. and all other applicable laws relating to the confidentiality of counseling records.
5. Review of Termination of Coverage by Director
If any person believes that an Enrollee has been canceled or denied eligibility or services under the
Agreement because of an Enrollee's health status or requirements for health services, he /she may request a
review by the Director of the Department of Managed Health Care of the State of California under Section
1365(b) of the California Health and Safety Code.
Sponsor's Obligations Under Knox -Keene
6.1 Distribution of Information. Sponsor shall disseminate to Employees its information about the EAP
and their eligibility for participation in the EAP, and copies of Magellan of California's Combined Evidence
of Coverage and Disclosure Form, a sample of which is provided under separate attachment as Exhibit #1.
Sponsor shall distribute the Combined Evidence of Coverage and Disclosure Form at the inception of the
program, to all individuals who become Employees after the inception of the program, and following receipt
from Magellan of California of a Combined Evidence of Coverage and Disclosure Form with material
revisions.
6.2 Notice of Cancellation. In the event that Magellan of California sends notice of cancellation for any
reason to Sponsor, Sponsor shall mail promptly to each Employee a legible, true copy of such notice and
shall, within thirty (30) days of receipt of such notice from Magellan of California, provide Magellan of
California with proof of such mailing and the date thereof.
6.3 Notice of Material Changes. In the event that Magellan of California sends notice to Sponsor with
respect to a material matter, Sponsor shall disseminate such notice to Employees by the next regular
communication to employees but in no event later than 30 days after receipt of the notice from Magellan of
California.
7. Disruption of Service by EAP Counselors
7.1 Notice to Sponsor. In the event that any termination, breach of contract, or inability to perform of.
any EAP Counselor could materially and adversely affect Sponsor, Magellan of California shall provide
Sponsor written notice thereof within thirty (30) days of termination of Magellan of California's contract with
such EAP Counselor.
7.2 Continuation of Care. In the event that the EAP Counselor from whom an Enrollee is receiving
counseling under the Agreement terminates his /her contractual relationship with Magellan of California,
Magellan of California will permit the Enrollee to continue counseling with that EAP Counselor, as clinically
appropriate, up to the limit on maximum number of In- person Sessions, provided the EAP Counselor agrees
to provide the counseling on the same terms and conditions, unless Magellan of California terminated the
provider contract because of fraud, criminal activity, incompetence or unprofessional conduct likely to be
harmful to clients. If counseling with that EAP Counselor is not available, Magellan of California will arrange
for another EAP Counselor without charge to Sponsor or the Enrollee.
8. Knox -Keene
The EAP described in this Agreement is subject to Chapter 2.2 of Division 2 of the California Health and
Safety Code and to Title 28 of the California Code of Regulations. Any provision required to be in the
Agreement by either of the above shall bind Magellan of California whether or not any such provision
appears in the Agreement. Magellan of California and Sponsor acknowledge that Magellan of California is
required by statute to include the provision in its provider contracts holding Enrollees harmless for sums
owed by Magellan of California.
GB- CA.MBC1107 16