1994-169-Execute An Amended Agreement With Medco Behavioral Care Of CaliforniaRESOLUTION 1994 - 169
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE AN
AMENDED AGREEMENT WITH
MEDCO BEHAVIORAL CARE OF CALIFORNIA, INCORPORATED
DBA PERSONAL PERFORMANCE CONSULTANTS OF CALIFORNIA
FOR AN EMPLOYEE ASSISTANCE PROGRAM
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa
Clara, State of California, that the Town of Los Gatos enter into an amended agreement
(attached) with Medco Behavioral Care of California, Incorporated dba Personal
Performance Consultants of California for an employee assistance program, and that the
Town Manager is authorized, and is hereby directed, to execute said amended agreement
in the name and on behalf of the Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 5th day of December, 1994 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Linda Lubeck
Mayor Patrick O'Laughlin
NAYES: None
ABSENT: None
ABSTAIN: None
SIGNED:
AVA'� * MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
0
October 24, 1994
Mr. Mark Linder
Director of Personnel
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95031
Dear Mr. Linder:
This letter is to serve as a renewal of the current contract for
the Employee Assistance Program (EAP) between MEDCO BEHAVIORAL
CARE OF CALIFORNIA, INC., dba Personal Performance Consultants of
California, Inc., and TOWN OF LOS GATOS, which is effective for
the period of September 1, 1992 through August 31, 1994.
The new contract term will be for one (1) year, extending from
September 1, 1994 through August 31, 1995. Based on an employee
Population of 185 the annualized professional fee will be
$10,729.80, payable in quarterly installments of $2,682.45, due
on the first day of each contract quarter.
The following provisions have been added to your contract:
Mandatory Referrals to HAP
The Town of Los Gatos does not require any employee to
participate in the EAP as a condition of continued
employment. However, in the event that at any time the Town
of Los Gatos requires that any Covered Employee participate
in the EAP as a condition of continued employment, the Town
of Los Gatos shall assume the risk of liability for and
indemnify, defend, protect, and save harmless PPC, its
officers, directors, employees, and Clinical Affiliates from
and against any and all claims, damages, liabilities,
losses, and expenses (including attorney's fees) for all
injury, including death, to any person or persons whomsoever
and damages to any property whatsoever arising out of any
and all personnel actions of the Town of Los Gatos relating
to such Covered Employees. In addition, prior to such a
required participation, the Town shall notify PPC and reach
a written agreement with PPC regarding the terms and
conditions of the referral and participation. .
Personal Performance Consultants, Inc
1401 S. Brentwood Blvd., Suite 400
St. Louis, MO 63144
Tel: 314- 963 - 1700/800- 333 -0226
Fax: 314 - 9639955
A MEDCO Behavioral Care Company
Mr. Mark Linder
October 24, 1994
Page Two
Restriction of Providers
In the event that at any time the Town of Los Gatos
restricts PPC's choice of providers to which referrals for
treatment may be made, whether through a provider panel
maintained by the Town of Los Gatos or by its insurance
carrier or managed care vendor other than PPC, the Town of
Los Gatos shall assume the risk of liability for and
indemnify, defend, protect, and save harmless PPC, its
officers, directors, employees, and Clinical Affiliates
losses, and expense (including attorney's fees) for all
injury, including death, to any person or persons whomsoever
and damaged to any property whatsoever arising out of
referral to any such provider or providers unless such
provider was at the time of the referral also a provider in
PPG's provider network. Nothing in the foregoing shall
relieve or exculpate PPC from liability for the negligent
acts or omissions or wilful misconduct if PPC, its
directors, officers, employees, or agents.
All remaining terms of the Agreement remain unchanged and in
effect.
If this letter reflects your understanding of the new terms of
our agreement, please have each letter signed by the appropriate
person and return one to Leslie Rucker at 1401 S. Brentwood
Boulevard, Suite 400, St. Louis, Missouri 63144.
We appreciate your continued confidence in PPC® and are proud to
be able to list Town of Los Gatos as one of PPC's clients.
Sincerely,
Dougl's Studebaker
President
MEDCO BEHAVIORAL CARE OF
CALIFORNIA, INC.
DATE: BY:
DATE:
APPROVED AS TO FORM:
LARRY ANDERSON
TOWN ATTORNEY
TOWN OF LOS GATOS
BY:
ATTEST:
MARIAN V. COSGROVE
TOWN CLERK
TOWN CLERK
AGR• q@. 'a, z' -t- Z0. 1
EMPLOYEE ASSISTANCE PROGRAM AGREEMENTIHH:
RENEWAL AGREEMENT REG:
BID'
This Agreement, entered into this CQ day of r� , 1988, by
and between PERSONAL PERFORMANCE CONSULTANTS OF CALIFORNIA, INC.,
a Missouri corporation, 11111 Santa Monica Boulevard, Los Angeles,
California 90025,(213)(479 -2254) (PPC J ), and TOWN OF LOS GATOS,
Civic Center, 110 East Main Street, Los Gatos, California 95031 (Los
Gatos).
RECITALS
1. PPC is a private consulting firm that develops and maintains
Employee Assistance Programs (EAPs) for business and industry.
2. PPC has applied for licensure as a specialized health care
service plan under the Knox —Keene Health Care Service Plan Act
of 1975.
3. Los Gatos is an employer desirous of contracting with PPC to
provide an EAP for its employees and their families.
THEREFORE, in consideration of the mutual covenants contained
in this Agreement, and other good and valuable consideration, the
parties agree as follows:
1. OBJECTIVES
PPC will provide Los Gatos an EAP designed to meet the following
program objectives:
1.1 To increase productivity,
the bonds between the executive,
organization.
heighten morale, and strengthen
the employee, and the
1.2 To provide Los Gatos employees and their family members
undergoing personal difficulties with a resource to help them
address personal problems.
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0683C ATTACHMENT �
U
I,5 PANE L__PROVIDER: A PPC Counselor or Clinical Affiliate.
2.6 COVERED EMPLOYEE: A regular full - -time or regular
part -time employee of Los Gatos,
2.7 FAMILY MEMBER: A member of a Covered Employee's household
and his /her ummarried dependent children, including step-
children, adopted children, and foster children not residing
with the Covered Employee. Children of a Covered Employee are
not considered dependents if they are in the military service.
2.8 ENROLLEE: An individual eligible for participation in the
EAP under this Agreement as a Covered Employee or a Family
Member (as defined in this Agreement) of a Covered Employee,
2.9 FAMILY UNIT: A Covered Employee together with his /her
Family Members, if any,
2.10 INPERSON SESSION: A fifty (50) minute counseling session
for one or more Enrollees, individually or with members of
his /her family, at a PPC office or the office of a PPC Clinical
Affiliate.
2.11 EVIDENCE OF COVERAGE: The document issued to an Enrollee
setting forth his /her eligibility for participation in the EAP.
2.12 SHORT -TERM COUNSELING; A brief, problem -- focused form of
counseling that seeks resolution of problems in living (e.g „
parenting concerns, emotional stress, marital and family
distress, alcohol and drug problems) rather than basic character
change, emphasizes skills and counselee strengths and resources,
and generally requires up to five sessions over a two to three
month period.
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4.5 EMPLOYEE COMMUNICATIONS
PPC will consult with Los Gatos on the employee
communications program and provide selected promotional
materials and activities.
4.6 PERSONAL CONSULTATION SERVICE
PPC will provide professional, experienced counselors to
make assessments of Enrollee problems and to provide short -term
counseling, involving up to five inperson sessions per problem,
as clinically appropriate. Access to service will be available
through self - referral or supervisor- referral.
The limits of confidentiality established with Los Gatos
management in policy and procedure development will be fully
explained to Enrollees prior to program participation.
Counseling will be. provided by appointment on weekdays,
evenings, and Saturdays. For emergency responsiveness, PPC will
provide a round - the -clock answering service, with counselors on
call 24 -hours a day, seven days a week, should the need for
inperson intervention arise. Emergency requests for service
will be accorded immediate attention. Access to counseling will.
be available through supervisor referral and self -- referral.
All. counselors serving as Panel Providers will have
graduate level degrees in behavioral sciences and a minimum of
three years clinical experience.
Counseling will be available at any of PPC's offices and
at the offices of PPC's Clinical Affiliates statewide.
Enrollees will be able to make an appointment for counseling by
calling (415) 969 -1919 (Mountainview- -San Jose area);or toll - -free
(800) 888 -CARE (all other areas). All offices utilized will
meet PPC's high standards of ease of entry /exit, location,
parking, and general Enrollee comfort to assure maximum
utilization and confidentiality of counseling services.
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5. LIMITATIONS EXCEPTIONS AND EXCLUSIONS
5.1 CHOICE OF PROVIDERS.
PPC will choose the Panel Provider who will deliver
services to an Enrollee. However, PPC will take into account an
Enrollee's choice of Panel Provider, whether due to
dissatisfaction or other reasonable cause. In any event, PPC is
obligated to make services available only through Panel
Providers.
5.2 LIABILITY OF ENROLLEE FOR PAYMENT.
If an Enrollee chooses to receive counseling, referral, or
case management services from a Provider other than a Provider
to whom PPC has referred the Enrollee for the particular
problem, PPC will not pay for services rendered to the Enrollee,
and the Enrollee may be liable to the Provider for the cost of
services.
5.3 BROKEN APPOINTMENTS.
An Enrollee will be deemed to have received one of the
counseling sessions PPC is obligated to provide pursuant to this
Agreement if any appointment made by such Enrollee with a Panel
Provider was not kept, except in those cases where: (a) the
Panel Provider is notifed at least 24 hours in advance of the
appointment that it will not be kept; or (b) the appointment is
missed because of an emergency or circumstances beyond the
control of the Enrollee and the Enrollee is unable to give the
Provider 24 hours advance notice of cancellation.
5.4 EXCLUSIONS.
PPC has no obligation under this Agreement to provide any
of the following services:
5.4.1 Inpatient counseling — This category includes any
counseling or other services provided to an Enrollee while
he /she is admitted as a patient in a general acute care or
acute psychiatric hospital or other licensed health facility.
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0683C
5.4.10 Prescri tion Drugs — This category includes the
dispensation of drugs or any other physical agents used to
treat disease or functional disorder.
5.4.11 Involuntary Requirements to Underqo Counseling —
This category includes, but is not limited to, all counseling
required by an order of any California or Federal judicial
officer or other governmental official mandating that an
Enrollee undergo counseling for any reason whatsoever.
5.4.12 Evaluations or Professional Recommendations for
Legal Proceedings — This category includes, but is not
limited to, assessments to be used in child custody
proceedings, child abuse proceedings, criminal proceedings,
and legal actions of any kind against Los Gatos.
5.4.13 Drug Testing — This category includes the
performance of any physical test conducted for the purpose of
detecting the presence of alcohol or other mood — altering
chemicals in an individual's body.
5.4.14 Fitness for Work Determinations — This category
includes the performance of any professional assessment of an
Enrollee for the purpose of determining for his /her employer
whether he /she is mentally and /or emotionally
capable /incapable of performing his /her job responsibilities
at a given point in time in connection with an absence,
leave, or return therefrom.
5.4.15 Treatment for Any Condition that is Compensable
Under Workers' Compensation or Obtained Through or Required
by Any Governmental Agency.
5.4.16 Legal Advice or Representation.
5.4.17 Financial or Investment Advice.
5.4.18 Exception to Exclusions — Notwithstanding that PPC
has no obligation to provide the treatment or services
identified in subparagraphs 5.4.2, 5.4.3, 5.4.15, 5.4.16, and
5.4.17, PPC will provide services for emotional /psychological
problems caused by or related to the problems for which
services will not be provided directly.
0683C
(b) any Los Gatos payment is delinquent for more than
thirty —one (31) days, Los Gatos has been duly notified and
billed by PPC, and at least fifteen (15) days have elapsed
since the date of notification. Provided, however, the
receipt by PPC of the proper payment from Los Gatos after
cancellation of this Agreement for delinquent payment
shall reinstate the Agreement as though it had never
terminated unless PPC shall within five (5) business days
of receipt of such payment, either (1) refund the payment
so made; or (2) issue to Los Gatos a new agreement
accompanied by written notice stating clearly those
respects in which the new agreement differs from the
terminated agreement in services, coverage, or otherwise.
7.2.3 Cancellation by Sponsor or PPC — Either party may
cancel this Agreement and be released from all obligations
hereunder upon the occurrence of one or more of the following
events:
a) Insolvency, bankruptcy, dissolution, assignment for the
benefit of creditors, or liquidation of the other party,
or the appointment of a receivee over any of the property
of the other party;
b) Inability of the other party to properly perform
obligations under this Agreement as a result of any law,
decree, order, judicial or administrative decision of any
jurisdiction.
7.2.4 Effective Date of Cancellation — Cancellation under
subparagraphs 7.2.1 and 7.2.2 shall be effective fifteen (15)
days after the date of written notice of cancellation.
7.3 EFFECT OF TERMINATION
7.3.1 PPC Materials — Upon the effective date of
termination, Los Gatos right to use PPC Supervisor
Resource & Training Manuals, employee communications
materials, and other EAP materials furnished by PPC during
the term of this Agreement shall terminate.
—11-
0683C
event that Los Gatos fails to pay any amount when due, the
delinquent amount shall bear interest at the lesser of two
percent per month or the maximum rate of interest allowable by
law.
8.3 SERVICES AND COSTS COVERED
PPC's professional fee covers all services and costs
hereunder exclusive of postage and stationery associated with
home mailings, and costs associated with employee communication
materials developed exclusively for Los Gatos.
8.4 ENROLLEE FINANCIAL OBLIGATION
No individual Enrollee shall be obligated in any way to
pay for services rendered by PPC in accordance with the terms of
this Agreement, including the payment of deductibles,
copayments, or co- insurance. By statute, every contract between
PPC and its Panel Providers provides that in the event that PPC
fails to pay the Provider, the Enrollee shall not be liable to
the Provider for any sums owed by PPC. In the event that the
Panel Provider from whom an Enrollee receives counseling under
this Agreement terminates his /her contractual relationship with
PPC, PPC will arrange for another Panel Provider to deliver
counseling services to such Enrollee without charge to Los Gatos
or the Enrollee.
9. LOS GATOS OBLIGATIONS
9.1 DISTRIBUTION OF INFORMATION
Los Gatos shall distribute to Covered Employees its
information about the EAP and their eligibility for
participation in the EAP, and copies of PPC's Evidence of
Coverage and Disclosure Form. The Evidence of Coverage and
Disclosure Form is a summary only; this Agreement should be
consulted to determine the governing contractual provisions.
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0683C
otherwise prov ded herein. PPC may terminate the eligibility of
any Enrollee for fraud or deception in the use of the services
provided by it or for knowingly permitting such fraud or
deception by another, however, PPC will not terminate the
eligibility of any Enrollee because of his /her health status or
use of the EAP.
10.3 INDIVIDUAL CONTINUATION OF SERVICES
An individual Enrollee does not have the right to renew
his or her eligibility for services under this Agreement once
his /her relationship (employment or otherwise) to Los Gatos is
terminated. An Enrollee's right to receive such services is
determined solely by this Agreement.
11. RELATIONSHIP OF PARTIES
The relationship of PPC to Los Gatos shall be that of
independent contractor. PPC assumes no responsibility for the
supervision of any Los Gatos employee; such supervision and /or
decisions regarding the employee are the responsibility of Los Gatos,
12, CONFIDENTIAL RELATIONSHIP
Any information concerning Los Gatos, its products, services,
personnel policies, or any other aspect of its business learned by
PPC in the course of providing services pursuant to this Agreement
shall be held in confidence and not be disclosed by PPC or any
person or organization without the prior written consent of Los
Gatos. Notwithstanding the confidential treatment of Los Gatos
business information, PPC may identify Los Gatos as a PPC client.
13. RECRUITMENT OF PPC PERSONNEL
Los Gatos agrees not to directly recruit any professional
employed by PPC for any Los Gatos program that would replace any PPC
EAP or conduct any business activity in competition with PPC during
the term of this Agreement and for 18 months after termination of
this Agreement. In the event of violation of this restriction, Los
Gatos shall pay PPC as liquidated damages an amount equal to the
annual salary of such person on the last day of his /her employment
with PPC.
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16. MISCELLANEOUS
16,1 AMENDMENT
This Agreement may be amended at any time by mutual
agreement of the parties provided that before any amendment
shall be operative, it shall be reduced to writing and signed by
Los Gatos and PPC. Changes affecting the level of compensation
to PPC shall not be effective until at least thirty (30) days
following written notice thereof to Los Gatos except under the
following conditions: the change is mandated by law; the change
involves the addition of services or materials not included in
this Agreement; or the change is otherwise provided for in
paragraph 8 of this Agreement.
16.2 GOVERNING LAW
This Agreement shall be governed by and construed
according to the laws of the State of California. The EAP set
forth in this Agreement is subject to Chapter 2.2 of Division 2
of the California Health and Safety Code and to Subchapter 5.5
of Chapter 3 of Title 10 of the California Administrative Code.
Any provision required to be in this Agreement by either of the
above shall bind PPC whether or not any such provision appears
in this Agreement.
16.3 NOTICES
All. written notices under this Agreement shall be sent to the
parties at the following addresses:
To Los Gatos:
Debra figoni
Assistant Town Manager
Civic Center
110 Main Street
Los Gatos, CA 95031
To PPC:
Douglas E. Studebaker
Personal Performance Consultants of
California, Inc.
11111 Santa Monica Boulevard
Suite 1845
Los Angeles, CA 90025
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ATTACHMENT A
PERSONAL PERFORMANCE CONSULTANTS OF CALIFORNIA, INC.
ENROLLEE GRIEVANCE PROCEDURE
In the event any dispute arises under this Agreement, an
Enrollee who is a party to such dispute may contact PPC at the
address or phone numbers listed below.
1. PPC's Grievance Committee shall be comprised of two PPC
Providers and the Chairperson. The Grievance Committee shall
provide supervision over, and review grievances not resolved by,
PPC's Clinical Director. The Chairperson of the Grievance Committee
shall be appointed by PPC's Board of Directors and shall be an
officer of PPC. The Chairperson shall have primary responsibility
for the maintenance of the grievance procedures, for the review of
their operations, and for the utilization of any emergent patterns
of grievances in the formulation of policy changes and procedural
improvements in PPC's administration.
2. An Enrollee may file a complaint about PPC's services or a
Provider by appearing in person or writing PPC at:
Personal Performance Consultants of California, Inc.
11111 Santa Monica Blvd., Suite 1845
Los Angeles, California 90015
(213) 479 -2254
or
(800) 333 -3EAP (toll — free).
Complaint forms and copies of the grievance procedure are available
at PPC offices and the offices of PPC Clinical Affiliates. In
addition, a copy of complaint form and /or the grievance procedure
shall be sent promptly to the Enrollee on request. Completed forms
should be submitted to the above address. Assistance will be
provided by a PPC representative to anyone attempting to file a
grievance in person or by telephone.
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0683C
ADDENDUM TO EMPLOYEE ASSISTANCE PROGRAM AGREEMENT
This ADDENDUM entered into this ____ day of , 1988, by
and between Personal Performance Consultants of California, Inc., a
Missouri corporation (PPC) and Town of Los Gatos (Los Gatos), is for
the purpose of modifying the Employee Assistance Program Agreement
of same date entered into by and between PPC and Los Gatos (the
Agreement).
1. The parties have entered into this Addendum to provide
Enrollees of Los Gatos with certain employee assistance program
services in California during the interim period until PPC becomes
licensed as a specialized health care service plan under the
California Knox —Keene Health Care Service Plan Act of 1975.
2. Except as otherwise provided in this
terms and provisions of the Agreement between
shall remain in effect. The professional fee
5.1 of the Agreement with respect to services
in California shall be suspended during the i
becomes licensed and in lieu thereof.
Addendum, all of the
PPC and Los Gatos
described in Paragraph
to Covered Employees
iterim period until PPC
3. In consideration of the services to be performed under the
Agreement by PPC, Los Gatos shall pay PPC professional fees as
follows:
Administration Services Component $482.80 /per month
Clinical Services Component $100.00 /clinical hour
PPC shall bill Los Gatos on a monthly basis for administration
services and clinical services provided during the preceding month.
Upon licensure, the professional fee described in Paragraph 5.1
shall be reinstated, on a prorata basis, for the remainder of the
contract term.
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0683C
Vto
o�
October 18, 1990
Martha Escobedo
Administrative Technician
Town of Los Gatos
Civic Center
110 Main Street
Los Gatos, CA 95031
Dear Martha:
joWN CUMX
IHH•
R=
61D•
SEE:
��•'' OYl Y
This letter is to serve as a renewal of the current contract for
an Employee Assistance Program (EAP) between the Town of Los
Gatos and Personal Performance Consultants of California, Inc.,
which is effective for the period of September 1, 1988 through
August 31, 1990.
The new contract term shall be for two (2) years extending from
September 1, 1990 through August 31, 1992.
The professional fee will be $19,098.96 reflecting an annualized
i
professional fee of $9,549.48, payable n quarterly installments
of $2,387.37 due on the first day of each contract quarter.
Paragraph 16.3 NOTICES is changed to read:
16.3 NOTICES
All written notices under this Agreement shall be sent to
the parties at the following addresses:
Martha Escobedo
Administrative Technician
Town.of Los Gatos
Civic Center
100 Main Street
Los Gatos, CA 95031
Douglas Studebaker
President
Personal Performance
Consultants of
California, Inc.
11111 Santa Monica Blvd
Suite 1845
Los Angeles, CA 90025
All remaining terms of the original Agreement remain unchanged
and in effect.
***a
August 11, 1992
Ms. Karla Turner
Personnel Analyst
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95031
Dear Ms. Turner:
vwN CLERK
..,R 99,57
IHH:
REda
Bto:
This letter is to serve as a renewal of the current contract for the Employee Assistance
Program (EAP) between Personal Performance Consultants of California, Inc. and Town
of Los Gatos, which is effective for the period of September 1, 1990 through August 31,
1992. -`
The new contract term will be for two (2) years, extending from September 1, 1992
through August 31, 1994. Based on an employee population of 185, the annualized
professional fee will be $10,122.45 for year one and $10,729.80 for year two, payable in
quarterly installments of $2,530.61 for year one and $2,682.45 for year two payable on the
first day of each contract quarter.
Paragraph 16.3 NOTICES is changed to read:
16.3 NOTICES
All written notices under this Agreement shall be sent to the parties at the following
addresses:
Mark Linder
Director of Personnel
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95031
PERSONAL
PERFORMANCE
CONSULTANTS, INC.
The Water Garden
1620 26th Street
Suite 2050
Santa Monica, CA 90404
310 - 453-6727
Douglas Studebaker
President
Personal Performance
Consultants of California, Inc.
1620 26th Street
Suite 2050
Santa Monica, CA 90404