HomeMy WebLinkAboutContract 54971 CSC No.54971
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
This Employee Assistance Program Services Agreement(hereinafter,the "Services Agreement") is made and entered into by and
between Aetna Behavioral Health,LLC on behalf of itself and its affiliates(hereinafter"Company"),and City of Fort Worth-TX
(hereinafter"Customer").
WHEREAS,Customer has established an employee assistance program("EAP")for certain eligible individuals;
WHEREAS,Customer submitted a Request for Proposals for employee assistance program services on April 23,2020 under RFP
20-0109
WHEREAS,Company was selected by Customer to provide those services;and
WHEREAS, Customer also desires to engage the services of Company to provide EAP services and WorkLife and other
additional EAP services which are defined in this Agreement(the"Services").
THEREFORE,in consideration of the mutual covenants and promises stated herein and other good and valuable consideration,the
parties hereby enter into this Services Agreement. This Services Agreement includes and incorporates by reference the attached
General Conditions Addendum which includes Exhibit A — Aetna Behavioral Health, LLC Insurance Policy and
Certificate,Exhibit B—Verification of Signature Authority Form,Description of EAP Services Addendum,Description of
Work/Life Services Addendum, and Domestic EAP Service and Fee Schedule, Company's Response to RFP 20-0109 EAP
Services including BAFO and the Business Associate Agreement entered into between Aetna Behavioral Health, LLC and
Customer,as may be amended from time to time,and is referred to herein as the"Business Associate Agreement".
Customer hereby elects to receive the Services set forth in the Service and Fee Schedule attached hereto and made a part hereof.
The corresponding Service Fees are specified in the Service and Fee Schedule, which shall be amended for future periods, in
accordance with Section 3 of the General Conditions Addendum,to reflect the Services elected and corresponding Service Fees
for such periods.
This Services Agreement(including incorporated addendums)constitutes the complete and exclusive contract between the parties
and supersedes any and all prior or contemporaneous oral or written communications or proposals not expressly included herein.
Notwithstanding Section 3 of the General Conditions Addendum, no modification or amendment of this Services Agreement
shall be valid unless contained in a writing signed by a duly authorized representative of Company and a duly authorized
representative of Customer. By executing this Services Agreement, Customer acknowledges and agrees that it has reviewed all
terms and conditions incorporated into this Services Agreement and intends to be legally bound by the same.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EAP 1
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
The initial term of this Services Agreement shall be from 01/01/2021 through 12/31/2023. This Agreement may be executed in
counterparts, each of which when so executed and delivered shall be considered an original,but such counterparts shall together
constitute one and the same instrument and agreement. Any signature delivered by a party by facsimile or other electronic
transmission(including email transmission of a portable document file (pdf) or similar image) shall be deemed to be an original
signature hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement to be executed by their duly authorized
representatives on the date of ,20
CITY OF FORT WORTH-TX AETNA BEHAVIORAL HEALTH,LLC
Signed By:: Signed By:
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Jesus J.Chapa(Dec 2,2 2012:34 CST)
Printed Name:Jesus Chapa Printed Name: Brooke Wilson
Title:Deputy City Manager Title: Head of EAP—Resources for Living
Date: Date: December 1, 2020
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Mary Kayser,Customer Secretary ���nExAsga
APPROVED AS TO FORM AND LEGALITY:
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Thomas Royce Hanse (Dec 2,202010:59 CST)
Thomas Royce Hansen,Asst.City Attorney
CONTRACT AUTHORIZATION:
M&C No.:20-0444
1295:2020-625929
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all performance
and reporting requirements.
By:
Name: Vicki Tieszen,NIX,CHPD
Title: Wellness&EAP Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EAP 2
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
GENERAL CONDITIONS ADDENDUM
Definitions:In this General Conditions Addendum and in all attachments to this Services Agreement:
(A) "Employee" means any person eligible to receive Services under this Services Agreement by virtue of being a current
employee of Customer, and not designated a temporary employee, and employees of subsidiaries and affiliates of Customer
who are reported by Customer,in writing,to Company for inclusion in this Services Agreement.
(B) "Dependent"means the eligible family members,including domestic partners,household members,and dependents(including
adult children up to age 26)of an Employee eligible to receive Services under this Services Agreement as a dependent of an
Employee.
(C) If Applicable,the term"EAP Behavioral Health Professional"may mean EAP Network Provider or EAP Staff Clinician.
(D) If applicable,the term"EAP Network Providers"shall mean licensed behavioral health professionals,who meet all Company
credentialing standards,and who are contracted by Company,as independent contractors,to provide counseling to Members.
(E) If applicable, the term "EAP Staff Clinicians" shall mean behavioral health professionals who are licensed in the State in
which they practice and who are employed by Company to provide clinical services to Members. EAP Staff Clinicians may
be part of Company's EAP call center and may provide telephonic clinical services. If applicable, EAP Staff Clinicians may
be located at the Customer site and provide counseling at the Customer's location.
(F) "Members"means Employees and Dependents eligible for Services.
(G) "Payment Due Date"shall mean the date that payment is required as set forth on the Customer's invoice. Payment Due Date
will be 30 days from the invoice generation date for the invoice month(s). Payment is to be made in a form and manner as
reasonably determined by Company.
(H) The term"Service Fees"shall have the meaning set forth in Section 3 of this General Conditions Addendum..
(I) The term"Services"shall have the meaning set forth in Section 1 of this General Conditions Addendum.
The following are the terms and conditions under which Company agrees to perform Services for Customer:
1. Purpose. Customer will purchase and Company will provide to Customer the Services designated in this Services Agreement
and such other services Customer requests of Company and Company agrees in writing to perform, as described in the
Service and Fee Schedule and the Description of Services Addenda(the"Services").
2. Term. The initial term of this Services Agreement shall commence on January 1,2021 ("Effective Date")and shall expire on
December 31, 2023, unless terminated earlier by either party in accordance with Section 4 of this General Conditions
Addendum. Following the initial term, Customer and Company may renew this Agreement for two (2) additional one-year
terms. If either party desires to exercise an option to renew, the renewing party shall notify the other party in writing of its
intention to renew at least 60 days prior to the end of the then-current term. Compensation to be paid during any option term
shall be the same as that provided for in the Initial Term,unless otherwise agreed to in writing.
3. Compensation; Service Fees; Renewals. Customer shall pay Company an amount not to exceed One Hundred and Forty-
Nine Thousand Dollars ($149,000.00) per year. Company shall not perform any additional services for the Customer not
specified by this Agreement unless the Customer requests and approves in writing the additional costs for such services.
Customer shall not be liable for any additional expenses of Vendor not specified by this Agreement unless Customer first
approves such expenses in writing. Customer agrees to pay all invoices of Vendor within thirty(30) days of receipt of such
invoice. The Service Fees payable by Customer to Company for the Services shall be determined in accordance with the
Service and Fee Schedule. No Services other than those identified in the Service and Fee Schedule are included in the
Service Fees. Both the Services to be provided by Company and the Service Fees may be amended by Company by mutual
agreement of the parties.
EAP—General Services Addendum 3
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
4. Termination. This Services Agreement may be terminated by Company or the Customer as follows:
(A) Legal Prohibition - If any state or other jurisdiction enacts a law which prohibits the continuance of this Services
Agreement, or an existing law is interpreted to prohibit the continuance of this Services Agreement, this Services
Agreement shall terminate automatically as to such state or jurisdiction on the effective date of such law or interpretation;
provided, however, that if only a portion of this Services Agreement is prohibited by such law, only that portion of this
Services Agreement shall be affected, and this Services Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.
(B) Customer Termination - Customer may, with or without cause, terminate this Services Agreement with respect to all
Employees (including their Dependents) or any group of Employees included under this Services Agreement or any
subsidiary or affiliate of Customer that is covered under this Services Agreement by giving Company at least thirty-one
(31)days written notice stating when,after the date of such notice, such termination shall become effective.
(C) Company Termination-
(1) Company may terminate this Services Agreement by giving to Customer at least thirty-one (31) days written notice
stating when,after the date of such notice,such termination shall become effective.
(2) Company may terminate this Services Agreement within ninety(90)days of transmitting notice to Customer by mail,
facsimile transmission or other means of communication (including electronic mail) if(a) Customer fails to pay
Service Fees by the Payment Due Date, (b)Customer fails to provide current Employee counts to Company by each
Payment Due Date, (c) Company determines that Customer will not meet its obligation to pay such Service Fees
and/or provide current Employee counts by the Payment Due Date,and/or(d)Company determines that Customer is
in material default,or substantial breach,of one or more of its obligations under this Services Agreement.
(3) Any acceptance by Company of funds or Service Fees described in paragraph 3 above, shall not constitute a waiver
of Company's right to terminate this Services Agreement in accordance with this section with respect to any other
failure of Customer to meet its obligations hereunder.
(D) Non-appropriation of Funds — In the event no funds or insufficient funds are appropriated by Customer in any fiscal
period for any payments due hereunder,Customer will notify Company of such occurrence and this Servicees Agreement
shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to
Customer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall
have been appropriated.
5. Customer's Responsibilities.
(A) Employee Count—If needed and where applicable,on or before the Effective Date,Customer may be requested to furnish to
Company a listing of Employees(by zip code of each Employee's place of residence). Thereafter, Customer shall supply to
Company, on a monthly basis by the Payment Due Date, current Employee counts in a form and manner as reasonably
determined by Company. Company shall not be responsible in any manner for any delay or error in the provision of Services
caused by the Customer's failure to furnish accurate Employee counts in a timely fashion. If Customer fails to provide current
Employee counts with payment by the Payment Due Date, all Employee counts will be updated and reflected in the next
billing and payment cycle. Company will not process Employee counts retroactively nor will Company perform any
retroactive fee adjustments due to Customer submitting inaccurate Employee counts.
(B) Fiduciary Duty — It is understood and agreed that the Customer, as Plan Administrator, retains complete authority and
responsibility for their employee health benefits plan (the "Plan"), its operations, and the benefits provided there under,
including EAP(if applicable) and that Company is empowered to act on behalf of Customer in connection with the Plan only
to the extent expressly stated in this Services Agreement or as agreed to in writing by Company and Customer.
(C) Summary Plan Description (SPD) — If Customer's EAP is part of the Plan, Customer shall provide Company with all Plan
documents at least thirty(30)days prior to the Effective Date or such other date mutually agreed upon by the parties. Absent
the Customer providing Company with an SPD, Company shall automatically apply its internal policies and procedures to all
EAP—General Services Addendum 4
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
EAP plans, including but not limited to internal appeals and external review, as applicable. Company does not review
Customer's SPD for compliance with applicable law.
6. Services. Company shall perform the Services set forth in the Service and Fee Schedule and the Description of Services
Addenda. Customer acknowledges that Company may utilize the services of external contractors in performing these
Services. Company and Customer will discharge their obligations under this Services Agreement with that level of reasonable
care which a similarly situated EAP Services provider or Plan Administrator under ERISA would exercise under similar
circumstances.
7. Records. Customer acknowledges and agrees that Company or its affiliates or authorized agents shall have the right to use all
documents, records, reports, and data, including data recorded in Company's data processing systems ("Documentation"),
subject to compliance with privacy laws and regulations, including without limitation regulations promulgated pursuant to the
Health Insurance Portability and Accountability Act of 1996. All Documentation is stored in Company's data warehouses,
and may be de-identified as to Members and Customer identity for purposes other than administration of EAP Services, at
Company's discretion. Customer is not compensated for any use of de-identified Documentation maintained in Company's
data warehouse.
S. Liability and Indemnification.
8.1 LIABILITY- COMPANY SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION-COMPANY HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND CUSTOMER, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM
AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF COMPANY,ITS OFFICERS,AGENTS,
SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Company agrees to defend, settle, or pay, at its
own cost and expense, any claim or action against Customer for infringement of any patent,copyright,trade mark,trade
secret, or similar property right arising from Customer's use of the software and/or documentation in accordance with
this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if Customer modifies or
misuses the software and/or documentation.So long as Company bears the cost and expense of payment for claims or
actions against Customer pursuant to this section, Company shall have the right to conduct the defense of any such claim
or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Customer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect Customer's interest, and Customer agrees to cooperate with Company in doing so. In the event Customer, for
whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against
Customer for infringement arising under this Agreement,Customer shall have the sole right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim;
however, Company shall fully participate and cooperate with Customer in defense of such claim or action.
Customer agrees to give Company timely written notice of any such claim or action, with copies of all papers
Customer may receive relating thereto. Notwithstanding the foregoing, Customer's assumption of payment of costs or
expenses shall not eliminate Company's duty to indemnify Customer under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, Company shall, at its own expense and as
Customer's sole remedy,either: (a)procure for Customer the right to continue to use the software and/or documentation;
or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not
materially adversely affect Customer's authorized use of the software and/or documentation; or (c) replace the software
and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or
documentation at no additional charge to Customer; or(d)if none of the foregoing alternatives is reasonably available to
EAP—General Services Addendum 5
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
Company terminate this Agreement, and refund all amounts paid to Company by Customer, subsequent to which
termination Customer may seek any and all remedies available to Customer under law.
9. Remedies. Other than in an action between the parties for third party indemnification, neither party shall be liable to the
other for any consequential,incidental or punitive damages whatsoever.
10. Confidentiality.
(A) Business Confidential Information - Each party acknowledges that performance of this Services Agreement may
involve access to and disclosure of Customer and Company identifiable business proprietary data, rates, procedures,
materials, lists, systems and information of the other (collectively "Business Confidential Information"). No Business
Confidential Information shall be disclosed to any third party other than a party's representatives who have a need to
know such Information in relation to administration of the EAP Services, and provided that such representatives are
informed of the confidentiality provisions hereof and agree to abide by them. All such information must be maintained in
strict confidence. Customer agrees that Company may make lawful references to Customer in its marketing activities and
in informing health care providers (including EAP Network Providers) as to the organizations and plans for which
Services are to be provided.
(B) Company Confidential Information—Any information with respect to Company or any of its affiliate's fees or specific
rates of payment to health care providers (including EAP Network Providers) and any information which may allow
determination of such fees or rates any of the terms and provisions of the health care provider's agreement (including
EAP Network Providers) with Company or its affiliates are deemed to be Company Confidential Information. No
disclosure of any such information may be made or permitted to Customer or to any third party whatsoever, including,
but not limited to, any broker, consultant, auditor,reviewer, administrator or agent unless (i) Company has consented in
writing to such disclosure and (ii) each such recipient has executed a confidentiality agreement in form satisfactory to
Company's counsel. The Customer will not be held liable for any disclosure that is done in accordance with state law or a
court order. In any event, Customer will notify Company in a timely manner of such request for information. This
provision shall survive the termination of this Agreement.
Customer is a government entity under the laws of the State of Texas and all documents held or maintained by Customer
are subject to disclosure under the Texas Public Information Act. In the event there is a request for Company's
information marked Confidential or Proprietary in possession of Customer, Customer shall promptly notify Company. It
will be the responsibility of Company to submit reasons objecting to disclosure of those records. A determination on
whether such reasons are sufficient will not be decided by Customer, but by the Office of the Attorney General of the
State of Texas or by a court of competent jurisdiction.
(C) Member Confidential Information — In addition, each party will maintain the confidentiality of medical records and
confidential Member-identifiable patient information ("Member Confidential Information"), and in accordance with the
terms of the Business Associate Agreement.
(D) Upon Termination—Upon termination of this Services Agreement,each party,upon the request of the other,will return
or destroy all copies of all of the other's Confidential Information in its possession or control except to the extent such
Confidential Information must be retained pursuant to applicable law,to the extent such Confidential Information cannot
be disaggregated from the Company's databases, or except as otherwise provided under the Business Associate
Agreement,provided,however,that Company may retain copies of any such Confidential Information it deems necessary
for the defense of litigation concerning the Services it provided under this Services Agreement.
(E) Customer and Company acknowledge that compliance with the provisions of the foregoing paragraphs are necessary to
protect the business and good will of each party and its affiliates and that any actual or potential breach will irreparably
cause damage to each party or its affiliates for which money damages may not be adequate. Customer and Company
therefore agree that if a party or party's representatives breach or attempt to breach paragraphs (A) through(D)hereof,
the other party will not oppose such party's request for temporary, preliminary and permanent equitable relief, without
bond, to restrain such breaches, together with any and all other legal and equitable remedies available under applicable
law or under this Services Agreement. The prevailing party shall, to the extent permitted by law,be entitled to recover
from the non-prevailing party the attorneys' fees and costs it expends in any action related to such breach or attempted
breach.
EAP—General Services Addendum 6
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
12. Relationship of the Parties. It is understood and agreed that Company is an independent contractor with respect to all
Services being performed pursuant to this Services Agreement. Company makes no guarantee and disclaims any obligation to
make any specific EAP Network Providers or any particular number of EAP Network Providers available for use by
Members.
13. Subcontractors. The work to be performed by Company under this Services Agreement may,at its discretion,be performed
directly by it or wholly or in part through a subsidiary or affiliate or under a contract with an organization of its choosing.
Company will remain liable for Services under this Services Agreement.
14. Communications. Company and Customer shall be entitled to rely upon any communication believed by them to be genuine
and to have been signed or presented by the proper party or parties.
Neither party shall be bound by any notice, direction, requisition or request unless and until it shall have been received in
writing at(i)in the case of Company,4300 Centreway Place,Mail Code: 756,Arlington,TX 76018,Attention:Head of EAP
and Chief Psychiatric Officer, (ii) in the case of the Customer, at the address shown below, or(iii) at such other address as
either party specifies for the purposes of this Services Agreement by notice in writing addressed to the other party. Notices or
communications shall be sent by certified mail,return receipt requested.
City of Fort Worth—TX
Attn.Vickie Tieszen
1000 Throckmorton
Fort Worth,TX 76102
With copy to City Attorney's Office at same address.
15. Force Majeure. Company shall not be liable for any failure to meet any of the obligations or provide any of the Services or
benefits specified or required under this Services Agreement where such failure to perform is due to any contingency beyond
the reasonable control of Company, its employees, officers or directors. Such contingencies include,but are not limited to:
acts or omissions of any person or entity not employed or reasonably controlled by Company, its employees, officers or
directors;acts of God; fires;wars; accidents; labor disputes or shortages;governmental laws,ordinances,rules,regulations,or
the opinions rendered by any Court,whether valid or invalid.
16. Compliance. Customer and Company shall remain,throughout the term of this Services Agreement, in compliance with all
applicable federal and state laws and regulations,including HIPAA,related to this Services Agreement and the Services to be
provided hereunder. Accordingly,the parties agree to the terms of the Business Associate Agreement.
17. Audit Rights. Until the expiration of three(3)years after final payment under this agreement,Customer may perform audits
of Company's EAP processes only,during normal business hours upon reasonable written notice. A process audit may not be
conducted more than once annually and will not include access to individually identifiable Member information. Any
requested payment from Company resulting from the audit must be based upon documented findings, agreed to by both
parties,and must be solely due to Company's actions or inactions.
18. Insurance. Company shall maintain general, professional, and cyber liability insurance with policy limits of not less than
$1,000,000 per occurrence and in the aggregate with a company that is licensed to do business in Texas or otherwise
approved by the Customer. All applicable policies shall name the Customer as a certificate holder. A copy of the policy and
certificate is also attached hereto as Exhibit A to this General Conditions Addendum and incorporated herein by reference for
the purpose of providing coverage for claims arising out of the performance of its services under this Agreement.
19. Miscellaneous. The Services Agreement shall be governed by and interpreted in accordance with applicable federal law,
including but not limited to ERISA. To the extent such federal law does not govern, this Services Agreement shall be
governed by the laws of the State of Texas and the courts in such state shall have sole and exclusive jurisdiction of any
dispute related hereto or arising hereunder. No delay or failure of either party in exercising any right hereunder shall be
deemed to constitute a waiver of that right. It is further understood and agreed that by execution of this Agreement,Customer
does not waive or surrender any of its governmental powers. There are no intended third party beneficiaries of this Services
Agreement. This Section and Sections 3 through 7 and 9 through 11 shall survive termination of the Services Agreement.
EAP—General Services Addendum 7
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
The provisions of Section 8 shall survive termination only to the extent stated therein. The headings in this Services
Agreement are for reference only and shall not affect the interpretation or construction of this Services Agreement.
20. Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state
courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth
Division.
21. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.
22. Counterparts;Electronically Transmitted Signature: This Agreement may be executed in one or more counterparts,each
of which when so executed and delivered shall be considered an original,but such counterparts shall together constitute one
and the same instrument and agreement. Any signature delivered by a party by facsimile or other electronic transmission
(including email transmission of a portable document file(pdf) or similar image) shall be deemed to be an original signature
hereto.
23. Immigration Nationality Act. Company shall verify the identity and employment eligibility of its employees who perform
work under this Agreement,including completing the Employment Eligibility Verification Form(I-9). Company shall adhere
to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by
any Company employee who is not legally eligible to perform such services.Customer,upon written notice to Company,shall
have the right to immediately terminate this Agreement for violations of this provision by Company.
24. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this
Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution,
ordinance or other authorization of the entity.This Agreement and any amendment hereto,may be executed by any authorized
representative of Company whose name,title and signature is affixed on the Verification of Signature Authority Form,which
is attached hereto as Exhibit"B". Each party is fully entitled to rely on these warranties and representations in entering into
this Agreement or any amendment hereto.
25. Change in Company Name or Ownership. Company shall notify Customer's Purchasing Manager, in writing, of a
company name, ownership, or address change for the purpose of maintaining updated Customer records. The president of
Company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to provide the specified documentation so may adversely impact future invoice payments.
26. No Boycott of Israel. If Company has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Company acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the
Customer is prohibited from entering into a contract with a company for goods or services unless the contract contains a
written verification from the company that it: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of
the Texas Government Code. By signing this contract, Company certifies that Company's signature provides written
verification to the Customer that Company: (1)does not boycott Israel; and(2)will not boycott Israel during the term
of the contract.
EAP—General Services Addendum 8
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
EXHIBIT A
AETNA BEHAVIORAL HEALTH, LLC INSURANCE POLICY AND CERTIFICATE
DATE(NIWDDIY Y Y Y:
ACORO'� CERTIFICATE OF LIABILITY INSURANCE Ca:37,202f
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES
NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: II the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or he endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
MARSH USA,INC NAME:
PHONE I�F��A���%--
99 HIGH STREET t(C,No,EAJ: �Nok —
BOSTON,MA 02110 MAIL
ADDRESS'
INSURERS AFFORDING COVERAGE NAIC C
CN101226639-ACVS-PPrd-20.21 INSURER A:Illinois Union Ireurance Co 27M
INSURED AETNA I NC. INSURER B:
151 FARMINGTON AVENUE RE2T INSURER C:
HARTFORD.CT 06166
INSURER O:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: NYCwM0878203.01 REVISION NUMBER:5
THIS 15 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PER IO❑
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AMD CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
HSR TYPE OFINSURANGE ADDL SBBR POLICYNUMBER MMIODNPOLICY YYY MMONYYY LIMITS
COMMERCIALGENERALLIABILITY EACHOCOURRENCE $
CLAIMS.MADE �OCCUR DAMAGE TO RENTED S
EMISE.S lEs�ur
MEL)EXP(Arty one person) $
PERSONAL&ADV INJURY S
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S
POLICY j C LDC PRODUCTS-COMPIOP AGG S
OTHER S
AUTOMOBILE LIABILITY COISINED9RUCELMIT S
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CERTIFICATE HOLDER CANCELLATION
AFTNA INC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
151 FARMINGTON AVENUE RE2T THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
HARTFORD,CT 06156 ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc.
Manashi Mukhedee NLnvt,rao kf e.c
0 1 999-201 6 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
EAP—General Services Addendum—Exhibit A 9
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
Aetna Behavioral Health,LLC.
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on
behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other
authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in
entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10)
business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form
until it receives a revised Form that has been properly executed by Vendor.
1. Name: Brooke Wilson
Position: Head of EAP - Resources for Living
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
(��
Signature of President/CEO
Other Title: President of Aetna Behavioral Health
Date: December 1, 2020
EAP—General Services Addendum—Exhibit B 10
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
DESCRIPTION OF EAP SERVICES ADDENDUM
Subject to the terms and conditions of this Services Agreement,the EAP Services selected by Customer and provided by Company
are reflected in this Description of EAP Services Addendum and the Service and Fee Schedule(as modified by Company from
time to time pursuant to Section 3 of the General Conditions Addendum). Additional EAP Services may be provided at
Customer's written request under the terms of this Services Agreement. All Services described in this Services Agreement are
available within the United States only. International EAP Services are only available if specifically described and priced
separately.
1. UNLIMITED TELEPHONIC ASSESSMENT AND REFERRAL: Unlimited telephonic access to the Company EAP
call center staff, available 24 hours per day, 7 days per week, 365 days per year for purposes of assessing Member need
and referring to appropriate EAP Services.
2. COUNSELING SESSIONS: A clinical session with an EAP Network Provider or EAP Staff Clinician. Sessions are
intended to assist with emotional,family,personal,or work related behavioral health issues.
• COUNSELING SESSIONS WITH EAP NETWORK PROVIDERS AND CONTRACTED TELEVIDEO
PROVIDERS: Counseling sessions can be provided face-to-face, telephonically, or via televideo (when
appropriate). Face-to-face or telephonic sessions are provided by an EAP Network Provider. Televideo
sessions are provided by one of our telemedicine contracted providers. Each member is entitled, on a contract
year, up to the number of counseling sessions per problem as set forth herein in the Service and Fee Schedule
(e.g., up to three counseling sessions per member per problem under the 3-Session EAP Model),unless a State
regulation requires otherwise. All counseling sessions require prior authorization. The member must contact
Company to receive referrals and authorizations for all counseling sessions whether face-to-face,telephonic, or
televideo. Marital and/or family sessions are considered one problem for the couple or family and sessions are
not authorized individually for each attendee. Face-to-face,telephonic,and televideo counseling sessions count
toward the number of counseling sessions per member per problem.
3. EAP PROVIDER NETWORK: A nationwide network of licensed behavioral health professionals, who meet all
Company credentialing standards, and who are contracted by Company, as independent contractors, to provide
counseling to Members. EAP Network Providers include, but are not limited to: social workers, licensed professional
counselors,marriage and family therapists,master's level psychiatric nurses and psychologists.
4. TRAINING AND EDUCATION: The term "Training and Education" refers to training, provided by Company, or a
Company Contracted educator to the Customer,concerning general behavioral health and work/life issues. This includes
Employee Orientation Meetings and Supervisor Orientation Trainings. This training may be provided in different ways,
i.e. in-person, telephonically, or web-based. Additional fees apply to web-based training over 50 participants
(Participants is defined as unique phone lines calling into the webinar). Department of Transportation (DOT) services
are excluded from standard Training and Education services. For specialized DOT training,see separate definition under
Drug Free Workplace Services. Mental Health First Aid trainings are excluded from standard Training and Education
services. For specialized Mental Health First Aid training,see separate definition under Mental Health First Aid.
5. MANAGEMENT SERVICES:
• MANAGEMENT CONSULTATION: A telephonic resource for managers, supervisors, and human resources
professionals to assist in identifying and resolving workplace issues and promoting a productive workforce. Issues
may include but are not limited to employee personal and family issues, behavioral health concerns, workplace
conflict, workplace crisis and other disruptions, substance abuse, threats of violence and employee performance
concerns. This includes the provisions of guidance to the Customer in making voluntary referrals for employees to
the EAP. EAP will coordinate with specialty providers as needed(SAP,DOT,FFD).
• MANDATORY REFERRALS: Case management to assist Customer and employees in addressing significant
workplace performance issues. Mandatory referrals are used to monitor compliance with the EAP Behavioral Health
EAP—Description of EAP Services Addendum 11
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
Professional's recommendations,wherein the EAP,with appropriate executed release of information forms,confirms
the employee's participation in and compliance with the Program.
• DRUG FREE WORKPLACE SERVICES: Suite of services to assist Customer in managing workplace related
employee substance mis-use and/or disclosure of substance abuse in the workplace. Services for general employer
industries include Company EAP case management of mandatory referrals related to workplace impacted substance
abuse, as well as management consultation services as described above. Services for transportation related
industries, such as employers who are regulated by DOT, FMCSA, FAA, FRA, FTA, PHMSA, etc., include
substance abuse case management by a Substance Abuse Professional (SAP) for Department of Transportation
regulation compliance. Additional service for transportation regulated employees includes DOT training to meet
Drug-Free Workplace regulations regarding drug and alcohol awareness available through American Substance
Abuse Professionals(ASAP)or comparable SAP provider. A variety of training formats are available,including on-
site,on-line or video.
• FITNESS FOR DUTY (FFD) CONSULTATION AND COORDINATION: A Fitness for Duty Evaluation is a
forensic evaluation completed by a specially trained psychologist, psychiatrist, outside the EAP, for the purpose of
evaluating an employee's ability to safely perform the functions of their job, assess organizational and behavioral
risk, and provide a report recommending steps needed to be taken to minimize Customer risk in returning the
employee to work. Fitness for Duty Evaluations are outside the scope of EAP, and as such the EAP does not
conduct Fitness for Duty Evaluations. Upon specific request,the EAP may assist Customer with locating companies
or providers external to the EAP who are capable of performing FFD Evaluations. At all times the Customer is
responsible for working directly with the identified FFD provider as well as directly making payment arrangements
with that provider for the FFD Evaluation. All decisions, regarding returning to work, retaining or dismissing
employees remain with the Customer.
• SUBSTANCE ABUSE PROFESSIONAL (SAP) CONSULTATION AND CONTACT INFORMATION: Upon
request of Customer, for drug and alcohol cases that fall under the Department of Transportation(DOT) guidelines,
Company shall provide initial and ongoing management consultation on DOT issues. Company will further provide
contact information of local providers in our specialized network of qualified Substance Abuse Professionals. The
Customer is responsible for choosing and working directly with the SAP, as well as performing Follow-up,
Compliance and Aftercare attendance monitoring. The Customer is responsible for payment of the SAP and
determines whether the employee or employer pays SAP fees as well as recommended treatment costs.
• MENTAL HEALTH FIRST AID: An educational program offered to Customers to help managers and employees
recognize and respond to mental health issues in the workplace and in the community. The curriculum includes an
overview of mental health and provides education about Anxiety, Depression, Suicide, Trauma, Psychosis, and
Substance Use Disorders, along with videos, interactive exercises and practice scenarios. Courses must be taught
onsite. The eight hour course can be provided at the corporate and community levels and provides all participants
with Mental Health First Aid Certification for three years. A four-hour option is available for Corporate level only
for a general overview of the topic. The four-hour class does NOT provide participants with a Mental Health First
Aid Certification.Courses are limited to 30 participants per course.
6. CRITICAL INCIDENT SUPPORT (Crisis Support/Management Services/Critical Incident Stress De-Briefing (CISD)
Services): An array of services offered by the EAP that helps an organization to prepare for, prevent, or respond to
traumatic events. Acts of war are excluded from on-site CISD Services.
• ON-SITE STANDARD CRITICAL INCIDENT SUPPORT: On-site attendance response time in greater than
two hours for hourly onsite crisis support and Critical Incident Stress De-Briefing(CISD) Services at Customer
sites to help an organization prepare for,prevent,or respond to traumatic events.
• ON-SITE IMMEDIATE CRITICAL INCIDENT SUPPORT: On-site attendance response time in less than two
hours for hourly onsite crisis support and Critical Incident Stress De-Briefing(CISD)Services at Customer sites
to help an organization prepare for,prevent,or respond to traumatic events.
EAP—Description of EAP Services Addendum 12
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
7. REDUCTION IN FORCE: The process by which a work organization reduces its work force by eliminating jobs, such
as closing subsidiaries or departments.
8. COMMUNICATION AND PROMOTIONAL MATERIALS: Information provided to Employees and management
about EAP Services, including, in part, how EAP Services can be accessed for consultation and assistance. The
communications and promotional resources may include template e-mails, letters, flyers, wallet cards, and posters for
Employees and management. Company will provide reasonable quantities of printed materials in support of
implementation and/or on an annual basis at Customer's request at no cost. Reasonable quantities are defined as up to
120% of the number of eligible Employees for items such as flyers or brochures; a quantity up to 5%of the number of
eligible Employees for items such as posters;and a quantity of up to 20%of anticipated attendees at health fairs for other
promotional items. Requests exceeding these quantities may incur an additional fee.
9. MANAGEMENT REPORTS: A specific collection of data and narrative information designed to inform the Customer
about the overall utilization of the program. Customer may receive reports on a quarterly electronic basis. If for any 2
consecutive reporting periods there is less than 1%utilization,reporting frequency will default to annual reporting.
10. INTAKE MODEL:
• STANDARD MODEL: Initial intake calls answered by a care service associate/customer service representative.
11. EAP EXCLUSIONS: The following services are outside the scope of the EAP:
• Counseling services beyond the allowed number of sessions covered by the EAP benefit.
• Court ordered treatment or therapy,or any treatment or therapy ordered as a condition of parole,probation,custody,
or visitation evaluations,or paid for by Workers'Compensation.
• Formal psychological evaluations which normally involve psychological testing and result in a written report.
• Diagnostic testing and/or treatment.
• Visits with psychiatrist,including medication management.
• Prescription medications.
• Services for remedial education.
• Inpatient,residential treatment,partial hospitalizations,intensive outpatient.
• Ongoing counseling for a chronic diagnosis that requires long term care.
• Biofeedback.
• Hypnotherapy.
• Aversion therapy.
• Examination and diagnostic services required to meet employment,licensing,insurance coverage,travel needs.
• Services with a non-contracted EAP provider.
• Fitness for duty evaluations.
• Legal representation in court,preparation of legal documents,or advice in the areas of taxes,patents,or immigration,
except as otherwise described in this document.
• Investment advice(nor does plan loan money or pay bills).
EAP—Description of EAP Services Addendum 13
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
DESCRIPTION OF WORKLIFE SERVICES ADDENDUM
Subject to the terms and conditions of this Services Agreement,the WorkLife Services selected by Customer and provided by
Company are reflected in this Description of WorkLife Services Addendum and the Service and Fee Schedule,(as modified by
Company from time to time pursuant to Section 3 of the General Conditions Addendum). Additional WorkLife Services may be
provided at Customer's written request under the terms of this Services Agreement.
1.UNLIMITED TELEPHONIC ACCESS: Unlimited telephonic access to the call center staff,available 24 hours per day,7
days per week,365 days per year.
2. CAREGIVING SERVICES: Services that include consultation,information,education and referral services in connection
with,in part,adoption,child care,parenting,temporary back-up care, summer care, special needs,high-risk adolescents,academic
services,education loans,grandparents as parent,adult care,elder care,and disaster resources. Carekits are available upon
request from individual Members,other types of Carekit distribution or promotion request by Customer will incur additional fees.
3. PERSONAL SERVICES:Free educational materials,personalized referrals,and interactive web tools to assist with:
A. Health&Wellness--Children's health;women's health;men's health; seniors'health;weight loss and nutrition;fitness
and exercise programs;general health; safety; stress management;information on diseases and conditions;and more.
B. Daily Life--Home improvement;pet care;consumer information;automotive services;relocation;travel;time
management;cleaning services;and more.
4.LEGAL SERVICES: Services provided through the EAP that include:
A. LEGAL SERVICES:
a. '/2 hour Initial Consultation with selected participating attorney on an unlimited number of new Legal
Topics (each plan year). Certain topic areas are excluded, including employment law. Also excluded are
matters that, in the attorney's opinion, lack merit. Court costs, filing fees and fines are the responsibility of
the member. If members choose to continue with the participating attorney and hire that attorney on their
own, they will receive 25% off of the fees for services beyond the initial consultation(excluding flat legal
fees,contingency fees,and plan mediator services).
b. Mediation Services—Each member is entitled to one(1)initial thirty minute office or telephone
consultation per separate legal matter at no cost with a participating mediator. In the event that the member
wishes to retain a participating mediator after the initial consultation,they will be provided with a preferred
rate reduction of 25%from the mediator's normal hourly rate. Typical matters may include divorce and
child custody,contractual and consumer disputes,real estate and landlord tenant,car accidents and
insurance disputes.
c. Simple Will Preparation: Members receive resources to complete one Simple Will.
d. All initial consultation(and discounted consultations)must be for legal matters related to the Employee and
eligible household members.
5. FINANCIAL SERVICES: Services provided through the EAP that include:
A. FINANCIAL SERVICES:
a. %Z hour Initial Consultation with the selected participating financial counselor on an unlimited number of
new Financial Counseling Topics each plan year.
b. Financial counseling topics include Budgeting,Credit,Debt,Retirement,College Planning,Buying vs.
Leasing,Mortgages/Refinancing,Financial Planning,Tax Questions,Tax Preparation,IRS Matters,Tax
Levies and Garnishments,Consumer Credit Counseling,and Community Services.
c. A discount of 25%off the tax preparation services.
d. Individual Employees may have the option to purchase additional services for a monthly nominal fee.
6. IDENTITY THEFT SERVICES: Services provided through the EAP that include:
A. IDENTITY THEFT SERVICES:
a. 1-hour telephonic fraud resolution consultation for Identity Theft.
b. Coaching and direction on prevention and restoring credit for victims of Identity Theft.
EAP—Description of Worklife Services Addendum 14
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
c. Free Identity Theft Emergency Response Kit for victims of Identity Theft.
d. Individual Employees may have the option to purchase additional services for a monthly nominal fee.
7. MEMBER WEBSITE:
A. CORE MEMBER WEBSITE: Access to customizable member website for free webinars,online worklife searches,
concierge database,discount program,thousands of articles,videos,and tools on worklife and behavioral health topics.
EAP—Description of Worklife Services Addendum 15
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
DOMESTIC EAP SERVICE AND FEE SCHEDULE
Customer hereby elects to receive the Services designated below. The below Service Fees shall be in effect for three(3)years of
this Services Agreement, beginning upon the Effective Date of this Services Agreement, and, thereafter, if this Services
Agreement is extended by the parties for any additional successive one year term(s), such Service Fees may be revised for each
such successive term. Notwithstanding the immediately preceding sentence, the below Service Fees shall be amended by
Company, from time to time during the first three(3)years of this Services Agreement and for any future period(s)thereafter, in
accordance with the terms of this Service and Fee Schedule.
Services Service Fees
EAP Session Model
Unlimited Telephonic Access $ 1.59 PE/PM for Year 2021
$ 1.69 PE/PM for Year 2022
with $ 1.79 PE/PM for Year 2023
Up to Six counseling sessions with an EAP
Network Provider or televideo provider,
delivered via face-to-face,telephonically,or
televideo per problem per contract year
with
Telephonic and Online Worklife Services,
including Caregiving Services,Personal
Services,Legal and Financial Services,
Identity Theft Services,Core Member
Website
Intake Model
Standard Model Included in the EAP Session Model PE/PM
EAP—Domestic EAP Service and Fee Schedule 16
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
Services Service Fees
Critical Incident Support/Critical Incident Stress Bank of Standard CISD or RIF Hours: 5 hours of standard
De-Briefing(CISD)Services—Standard Services CISD/RIF services are included in the EAP Session Model PE/PM
(On-site attendance response time in greater than Rate.Any additional standard CISD/RIF sessions are$250.00 per
2 hours) hour plus travel and preparation expenses reimbursed at a flat rate of
$150.00 per counselor. Immediate CISD's are subject to the fees
and described below.
Reduction in Force(RIF) CISD/RIF hours used,whether fee for service and/or within the bank
of standard hours,are calculated based upon the combined total
number of hours all clinicians are on-site.
If Customer requests a specific crisis counselor,or a counselor with
specific qualities,including but not limited to specialized
certifications,experience,or language,Customer will be billed the
applicable hourly rate"door-to-door"which will include the
specialist's travel time. This is in lieu of the flat travel fee.
If Customer requests on-site crisis response services in a location
which is further than 50 miles from a town with a population of at
least 25,000 people,Customer will be billed the applicable hourly rate
"door-to-door"which will include the specialist's travel time. This is
in lieu of the flat travel fee.
If Customer requests on-site support services in response to a large
scale disaster area affecting the transportation infrastructure of that
area,and/or the availability of local providers,necessitating the
assistance of providers from outside the affected areas,Customer will
be billed the current hourly rate plus$50 per hour for each on-site
hour. In addition,Customer will be billed$200 per travel hour from
the command center to the intervention site. This is in lieu of the flat
travel fee.
Any other Customer requested services wherein the crisis counselor
incurs non-standard travel(e.g.having to fly to accompany employees
affected by a crisis)will be billed at the exact travel costs in addition
to the hourly fees.
Critical Incident Support/Critical Incident Stress Fee for Service Immediate CISD Pricing: $350.00 per hour plus
De-Briefing(CISD)Services—Immediate Services travel and preparation expenses reimbursed at a flat rate of$150.00
(On-site attendance response time in 2 hours or per location.
less)
CISD hours used,whether fee for service and/or within the bank of
standard hours,are calculated based upon the combined total number
of hours all clinicians are on-site.
If Customer requests a specific crisis counselor,or a counselor with
specific qualities,including but not limited to specialized
certifications,experience,or language,Customer will be billed the
applicable hourly rate"door-to-door"which will include the
specialist's travel time. This is in lieu of the flat travel fee.
If Customer requests on-site crisis response services in a location
which is further than 50 miles from a town with a population of at
EAP—Domestic EAP Service and Fee Schedule 17
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
Services Service Fees
least 25,000 people,Customer will be billed the applicable hourly rate
"door-to-door"which will include the specialist's travel time. This is
in lieu of the flat travel fee.
If Customer requests on-site support services in response to a large
scale disaster area affecting the transportation infrastructure of that
area,and/or the availability of local providers,necessitating the
assistance of providers from outside the affected areas,Customer will
be billed the current hourly rate plus$50 per hour for each on-site
hour. In addition,Customer will be billed$200 per travel hour from
the command center to the intervention site. This is in lieu of the flat
travel fee.
Any other Customer requested services wherein the crisis counselor
incurs non-standard travel(e.g.having to fly to accompany employees
affected by a crisis)will be billed at the exact travel costs in addition
to the hourly fees.
Critical Incident Support/Critical Incident Stress Whenever possible,Customer agrees to provide Company with 24
De-Briefing(CISD)Cancellation Fee hours advance notice of cancellation of any requested Workplace
Crisis Response Services. Failure to provide Company with 24 hours'
notice of cancellation of any services:
• Fee for Service CISD Cancellation Fee: Services which
are provided on a fee for service basis and which are subject
to the hourly rate will result in a charge of$375.00 per
incident.
Reduction in Force Cancellation Fee Reduction in Force Cancellation Fee: $375.00 per incident charge
for failure to provide Company with 24 hour notice of cancellation of
Reduction in Force service.
EAP—Domestic EAP Service and Fee Schedule 18
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
Services Service Fees
Training and Education Bank of Training Hours: 11 hours of Training and Education are
included in the EAP Session Model PE/PM Rate.Training and
Education services may be on-site,or for web-based seminars up to 50
participants. For webinars with more than 50 participants,an
additional charge of$25.00 applies for each additional 25 participants
up to a maximum of 200 participants. Additional Training and
Education sessions are$250.00 per hour for the total amount of time
that the educator is on site,plus a$150.00 per hour charge for travel
and preparation time.If training is not scheduled consecutively or
multiple topics are scheduled,additional travel and preparation costs
may apply or additional hours may be deducted from the bank. These
capitated hours will be used for the total amount of time that the
educator is on site.
Sessions less than one(1)hour in duration will count as one(1)hour
of Training and Education.
If Customer requests a specific educator,or an educator with specific
qualities,including but not limited to specialized certifications,
experiences or language,Customer will be billed any additional
incurred fees beyond the hourly fee above or have hours deducted
from bank.
In addition,if Customer cannot accommodate the schedule/availability
of a local Company contracted educator,requiring that the services of
an educator 50 miles away or greater from the Customer location is
necessary,then Customer will be billed any additional incurred fees
beyond the hourly fee above or have hours deducted from bank.
Department of Transportation(DOT)services are excluded from
standardTraining and Education services. For specialized DOT
training,see separate definition under Drug Free Workplace Services
Training and Education Cancellation Fee Failure to provide Company three(3)business days'notice of
cancellation of a previously scheduled training program may result in
a charge of-
Bank of Training Hours Training Cancellation Fee:
Services which are included in the bank of capitated hours
described above,will result in the deduction of a number of
hours from the bank,equal to the number of cancelled hours.
When the bank of hours has been exhausted,fee for service
training cancellation fee of$375.00 per hour applies.
Community Version ONLY $3700(includes travel cost)
Mental Health First Aid—8-Hour Course $2500(if a trainer is local)
This option provides eight(8)hours of standard Mental Health First
Aid curriculum.Fee includes all instructor fees,travel(if applicable),
and customization.Check with your Account Executive for more
information.
EAP—Domestic EAP Service and Fee Schedule 19
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
Services Service Fees
* Mental Health First Aid fees are subject to change without notice
due to specific regulation changes. Please contact your Account
Executive for updated pricing, should you require these services.
Corporate Level ONLY $9,200.00
Mental Health First Aid—8-Hour Course
This option provides eight(8)hours of standard Mental Health First
Aid curriculum..Fee includes all instructor fees,travel,and
customization.Quantity discounts may apply.Check with your
Account Executive for more information.
* Mental Health First Aid fees are subject to change without notice
due to specific regulation changes. Please contact your Account
Executive for updated pricing, should you require these services.
Corporate Level ONLY $5,700.00
Mental Health First Aid-4-Hour Course
This option provides four(4)hours of standard Mental Health First
Aid curriculum..Fee includes all instructor fees,travel,and
customization.Quantity discounts may apply.Check with your
Account Executive for more information.
* Mental Health First Aid fees are subject to change without notice
due to specific regulation changes. Please contact your Account
Executive for updated pricing, should you require these services.
Mental Health First Aid Cancellation Fee If the Customer cancels for any reason within 30 days from the
Schedule training date,the Customer will be responsible for cancellation fees
as follows:
• 50%of the total fee 15-30 days prior to the scheduled date of
training.
• 100%of the total fee 0-14 days prior to the scheduled date of
training.
Drug Free Workplace Services
Substance Abuse Case Management by a $750.00 per case
Substance Abuse Professional(SAP)and/or
for Department of Transportation regulation
EAP—Domestic EAP Service and Fee Schedule 20
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
Services Service Fees
compliance
and and
DOT training to meet Drug-Free Workplace DOT Alcohol and Drug-Free Workplace for Supervisors Training to
regulations regarding drug and alcohol meet Drug-Free Workplace regulations regarding drug and alcohol
awareness use.Additional fees may be added on to the base rate for DOT
training.These fees will be assessed on a case-by-case basis and are
dependent upon travel expenses and for classes that exceed 50
participants.
•DOT Supervisor Training-2 hours at $800
DOT Alcohol and Drug-Free Workplace for Employees Awareness
Training(Note:this training does not meet Drug-Free Workplace
regulations regarding drug and alcohol use.)Additional fees may be
added on to the base rate for DOT training. These fees will be
assessed on a case-by-case basis and are dependent upon travel
expenses and for classes that exceed 50 participants.
•DOT Employee Training- 1 hour at$400
Company also may adjust Service Fees effective as of the date on which any of the following occurs,provided thirty(30) days'
written notice is first given to Customer and mutual written agreement of both parties.
(1)If,for any Service,there is a 20%change in the number of Employees from the number of Employees assumed in Company's
quotation as of the Effective Date of this Services Agreement.
(2) Change in Services—A material change in Services is requested or initiated by the Customer or by legislative action.
(3) Premium Taxes or Assessments—If legislative or regulatory action results in the assessment of premium taxes or other like
charges as it concerns those Services provided under the terms of this Agreement.
EAP—Domestic EAP Service and Fee Schedule 21
Proprietary
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is entered into on this day of ,
20 (the "Effective Date"), by and between the City of Fort Worth on behalf of itself and its group
health and welfare plans (collectively the "Covered Entity") and Aetna Behavioral Health, LLC, on
behalf of itself and those of its affiliates providing services in connection with this Agreement
("Business Associate").
RECITALS:
WHEREAS, Business Associate performs or assists in performing a function or activity on
behalf of Covered Entity that involves the use and/or disclosure of the Covered Entity's "protected
health information" (such information, as defined in 45 C.F.R. 160-103, as such provision is currently
drafted and if applicable subsequently updated, amended, or revised; referred to herein as "Protected
Health Information" or"PHI"); and
WHEREAS, the parties desire to enter into this Business Associate Agreement to govern the
use and/or disclosure of Protected Health Information as required by the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical
Health Act ("HITECH"), the Standards for Privacy of Individually Identifiable Health Information (the
"Privacy Rule"), and the Security Standards for the Protection of Electronic Protected Health
Information (the "Security Rule") promulgated thereunder (collectively, the "HIPAA Privacy Rules
and/or Security Standards").
NOW, THEREFORE,the parties hereto agree as follows:
1. Definitions. When used in this Agreement and capitalized, the following terms have
the following meanings:
(a) "Breach" shall have the same meaning as the term "Breach" in 45 C.F.R.
§164.402.
(b) "Electronic Protected Health Information" or "ePHI" shall mean Protected
Health Information transmitted by electronic media or maintained in electronic media.
(c) "Individual" shall have the same meaning as the term "Individual" in 45
C.F.R. §160.103 and shall include a person who qualifies as a personal representative in
accordance with 45 C.F.R. §164.502(g), but shall be limited to persons who are participants
enrolled in, are seeking to become enrolled in, or were previously enrolled in the plan
administered under the underlying services agreement.
(d) "Privacy Rule" shall mean the Standards for Privacy of Individual
Identifiable Health Information as set forth at 45 C.F.R. Parts 160 and 164 Subparts A and
E.
(e) "Protected Health Information" or "PHI" shall have the same meaning as the
term "protected health information" in 45 C.F.R. § 160.103, limited to the information
created, maintained, transmitted or received by Business Associate from or on behalf of
Covered Entity.
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M "Required by Law" shall have the same meaning as the term "required by
law" in 45 C.F.R. § 164.103.
(g) "Secretary" shall mean the Secretary of the Department of Health and
Human Services or his or her designee.
(h) "Security Incident" shall mean any attempted or successful unauthorized
access, use, disclosure, modification or destruction of information or systems operations in
an electronic information system.
(i) "Security Rule" shall mean the Standards for Security of PHI, including
ePHI, as set forth at 45 C.F.R. Parts 160 and 164 Subparts A and C.
0) "Unsecured Protected Health Information" shall mean protected health
information that is not rendered unusable, unreadable, or indecipherable to unauthorized
persons through the use of a technology or methodology specified by the Secretary.
Capitalized terms used but not defined in this Agreement shall have the same meaning as those terms
in the HlPAA Privacy Rules and/or Security Standards.
2. Obligations and Activities of Business Associate Regarding PHI.
(a) Business Associate agrees not to use or further disclose PHI other than as
permitted or required by this Agreement, the underlying services agreement or as
Required by Law.
(b) Business Associate agrees to use appropriate safeguards to prevent use or
disclosure of the PHI other than as provided for by this Agreement.
(c) Business Associate agrees to require that any Sub-contractors (excluding
entities that are merely conduits), to whom it provides PHI agree to the restrictions and
conditions that are no less protective than those that apply through this Agreement to
Business Associate with respect to such information, in accordance with 45 C.F.R. §§
164.502(e)(1)(ii) and 164.308(b)(2), if applicable.
(d) Business Associate agrees to provide access, at the request of Covered Entity,
and in a reasonable time and manner designated by Covered Entity,to PHI in a Designated
Record Set that is not also in Covered Entity's possession, to Covered Entity in order for
Covered Entity to meet the requirements under 45 C.F.R. § 164.524.
(e) Business Associate agrees to make any amendment to PHI in a Designated
Record Set, that the Covered Entity or an Individual requests pursuant to 45 C.F.R. §
164.526 within sixty(60) calendar days.
(f) Business Associate agrees to make internal practices books and records
relating to the use and disclosure of PHI available to the Secretary, in a reasonable time
and manner as designated by the Covered Entity or Secretary, for purposes of the
Secretary determining Covered Entity's compliance with the Privacy Rule. Business
EAP—Business Associate Agreement 23
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
Associate shall promptly notify Covered Entity upon receipt or notice of any request by the
Secretary to conduct an investigation with respect to PHI received from the Covered
Entity.
(g) Business Associate agrees to document any disclosures of PHI that are not
excepted under 45 C.F.R. § 164.528(a)(1) as would be required for Covered Entity to
respond to a request by an Individual for an accounting of disclosures of PHI in
accordance with 45 C.F.R. § 164.528.
(h) Business Associate agrees to provide to Covered Entity or an Individual, in a
time and manner designated by Covered Entity, information collected in accordance with
paragraph (g) above, to permit Covered Entity to respond to a request by an Individual for
an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
(i) Business Associate agrees to use or disclose PHI pursuant to the request of
Covered Entity; provided, however, that Covered Entity shall not request Business
Associate to use or disclose PHI in any manner that would not be permissible under the
Privacy and Security Rules if done by Covered Entity except that Business Associate may
use PHI in its possession (i) for Business Associate's proper management and
administrative services, or (ii) to provide Data Aggregation services to the Covered Entity
as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
3. Permitted Uses and Disclosures of PHI by Business Associate.
(a) Business Associate may use or disclose PHI to perform functions, activities or
services for, or on behalf of, Covered Entity in accordance with the terms of this
Agreement and the underlying services agreement, provided that such use or disclosure
would not violate the Privacy and Security Rules if done by Covered Entity.
(b) Business Associate may use PHI for the proper management and
administration of Business Associate and to carry out the legal responsibilities of Business
Associate.
(c) Business Associate may disclose PHI for the proper management and
administration of Business Associate and to carry out the legal responsibilities of Business
Associate if:
(i) such disclosure is Required by Law, or
(ii) Business Associate obtains reasonable assurances from the person to
whom the information is disclosed that such information will remain
confidential and used or further disclosed only as Required by Law or for
the purposes for which it was disclosed to the person, and the person agrees
to notify Business Associate of any instances of which it is aware that the
confidentiality of the information has been breached in accordance with the
Breach and Security Incident notifications requirements of this Agreement.
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(d) Business Associate shall make reasonable efforts to limit its request, use or
disclosure of the PHI to the extent practicable, to the Limited Data Set or if needed by the
Business Associate, to the Minimum Necessary to accomplish the intended purpose of such
use, disclosure or request subject to exceptions set forth in the Privacy Rule under 45
C.F.R. § 164.502(b).
(e) Business Associate may use PHI to provide Data Aggregation services to
Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
(f) Business Associate shall not directly or indirectly receive remuneration in
exchange for any PHI of an Individual without Covered Entity's prior written approval
and notice from Covered Entity that it has obtained from the Individual, in accordance
with 45 C.F.R. § 164.508, a valid authorization that includes a specification of whether the
Protected Health Information can be further exchanged for remuneration by Business
Associate.
(g) Business Associate may use or disclose PHI to communicate about a product
or service, provided that such communication is made in a manner that does not constitute
Marketing as defined in 45 C.F.R. § 164.501 or otherwise constitute a use or disclosure that
Covered Entity is prohibited from performing itself.
(h) Business Associate may use PHI to report violations of law to appropriate
Federal and State authorities, consistent with 45 C.F.R. § 164.5020).
(i) The provisions of this Agreement notwithstanding, Business Associate is
permitted to de-identify PHI, provided that it does so in accordance with HIPAA de-
identification rules. De-identified information does not constitute PHI, and may be used
and disclosed by Business Associate for its own purposes, including, without limitation, for
purposes of developing comparative databases, performing statistical analysis and
research, and improving the quality of Business Associate's products and services.
4. ObliEations of Covered Entity Reeardins!PHI.
(a) Covered Entity shall provide Business Associate with the Notice of Privacy
Practices that Covered Entity produces in accordance with 45 C.F.R. § 164.520(b)(2), as
well as any changes to such notice, to the extent that such limitation(s) may affect Business
Associate's use or disclosure of PHI.
(b) Covered Entity shall provide Business Associate with any changes in, or
revocation of, authorization by an Individual to use or disclose PHI, if such changes affect
Business Associate's permitted or required uses and disclosures.
(c) Covered Entity agrees that it will not impose special limits or restrictions on
the uses and disclosures of its PHI that may impact in any manner the use and disclosure of
PHI by Business Associate under the underlying services agreement and this Agreement,
including, but not limited to, restrictions on the use and/or disclosure of PHI as provided
for in 45 C.F.R. § 164.522(a), unless such restrictions are required by 45 C.F.R. §
164.522(a). The foregoing notwithstanding, Business Associate agrees to accommodate
EAP—Business Associate Agreement 25
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
reasonable requests for alternative means of communications pursuant to 45 C.F.R. §
164.522(b).
(d) Covered Entity shall require all of its employees, and representatives to be
appropriately informed of its legal obligations pursuant to this Agreement and the Privacy
Rule and Security Standards required by HIPAA and will reasonably cooperate with
Business Associate in the performance of the mutual obligations under this Agreement.
5. Security of Protected Health Information.
(a) Business Associate represents that it has implemented policies and
procedures to ensure that its receipt, maintenance, or transmission of all PHI, either
electronic or otherwise, on behalf of Covered Entity complies with the applicable
administrative, physical, and technical safeguards required protecting the confidentiality,
availability and integrity of PHI as required by the HIPAA Privacy Rules and Security
Standards.
(b) Business Associate agrees that it will require that Subcontractors agree to
implement the applicable administrative, physical, and technical safeguards required to
protect the confidentiality, availability and integrity of PHI as required by HIPAA Privacy
Rules and Security Standards.
(c) Business Associate agrees to report to Covered Entity any Security
Incidentwithout unreasonable delay, and in no event more than ten (10) calendar days,
after becoming aware that such Security Incident affects Covered Entity's information,
except that, for purposes of this Security Incident reporting requirement, the term
"Security Incident" shall not include inconsequential incidents that occur on a daily basis,
such as scans, "pings" or other unsuccessful attempts to penetrate computer networks or
servers containing ePHI maintained by Business Associate.
(d) Business Associate agrees to establish procedures to mitigate, to the extent
possible, any harmful effect that is known to Business Associate of a use or disclosure of
PHI by Business Associate in violation of this Agreement.
(e) Business Associate agrees to promptly notify Covered Entity any Breach of
Unsecured Protected Health Information (as defined in 45 C.F.R. §§ 164.402 and 164.410)
withour unreasonable delay, and in no event later that ten (10) calendar days after
becoming aware that such Breach affects Covered Entity's PHI and provide to Covered
Entity, to the extent available to Business Associate, all information required to permit
Covered Entity to comply with the requirements of 45 C.F.R. Part 164 Subpart D.
(f) Covered Entity agrees and understands that the Covered Entity is
independently responsible for the security of all PHI in its possession (electronic or
otherwise), including all PHI that it receives from outside sources including the Business
Associate.
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
6. Term and Termination.
(a) Term. This Agreement shall be effective as of the Effective Date and shall
remain in effect until the Business Associate relationship with the Covered Entity is
terminated in accordance with this Section 6 herein, and all PHI is returned, destroyed or
is otherwise protected as set forth in Section 6(e).
(b) Termination for Cause by Covered Entity. Without limiting the termination
rights of the parties pursuant to the underlying services agreement and upon Covered
Entity's knowledge of a material breach by Business Associate, Covered Entity shall
provide an opportunity for Business Associate to cure the breach. If Business Associate
does not cure the breach within thirty (30) calendar days from the date that Covered Entity
provides notice of such breach to Business Associate, Covered Entity shall have the right to
immediately terminate this Agreement and any existing underlying services agreement
between Covered Entity and Business Associate.
(c) Termination by Business Associate. This Agreement may be terminated by
Business Associate upon thirty (30) calendar days prior written notice to Covered Entity in
the event that Business Associate, acting in good faith, believes that the requirements of any
law, legislation, consent decree,judicial action, governmental regulation or agency opinion,
enacted, issued, or otherwise effective after the date of this Agreement and applicable to
PHI or to this Agreement, cannot be met by Business Associate in a commercially
reasonable manner and without significant additional expense.
(d) Termination for Convenience. Either party may terminate this Agreement for
convenience, for any reason, upon sixty (60) calendar days written notice to the other
party.
(e) Effect of Termination. Upon termination of this Agreement for any reason, at
the request of Covered Entity, Business Associate shall return or destroy all PHI received
from Covered Entity, or created or received by Business Associate on behalf of Covered
Entity. Business Associate shall not retain any copies of the PHI unless return or
destruction is deemed infeasible. If the return or destruction of PHI is infeasible, Business
Associate shall extend the protections of this Agreement to such PHI and limit further uses
and disclosures of such PHI to those purposes that make the return or destruction
infeasible, for so long as Business Associate maintains such PHI. For purposes of
illustration only and not to limit the set of circumstances that could potentially make return
or destruction infeasible, it would be infeasible for Business Associate to return or destroy
certain PHI that is part of work product that must be retained for document
retention/archival purposes, as well as PHI that is stored as a result of backup e-mail
systems that store a-mails for emergency backup purposes.
7. Amendment.
The parties may agree to amend this Agreement from time to time in any other respect that they deem
appropriate. This Agreement shall not be amended except by written instrument executed by the parties.
EAP—Business Associate Agreement 27
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8. Indemnification.
Business Associate shall indemnify and hold harmless Covered Entity from and against that portion of
any and all costs, expenses, claims, demands, causes of action, damages, attorneys' fees and judgments
that arise solely out of or that may be imposed upon, incurred by, or brought against Covered Entity to
the extent directly resulting from a breach of this Agreement or any violation of the Privacy Rule or
other applicable HIPAA regulations by Business Associate. The indemnification obligations provided
for in this Section will commence on the effective date of this Agreement and will survive its
termination.
9. Severability.
The parties intend this Agreement to be enforced as written. However, (i) if any portion or provision
of this Agreement is to any extent declared illegal or unenforceable by a duly authorized court having
jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in
circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected
thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest
extent permitted by law; and (ii) if any provision, or part thereof, is held to be unenforceable because of
the duration of such provision, the Covered Entity and the Business Associate agree that the court
making such determination will have the power to modify such provision, and such modified provision
will then be enforceable to the fullest extent permitted by law.
10. Notices.
All notices, requests, consents and other communications hereunder will be in writing, will be
addressed to the receiving party's address set forth below or to such other address as a party may
designate by notice hereunder, and will be either (i) delivered by hand, (ii) made facsimile transmission,
(iii) sent by overnight courier, or (iv) sent by registered mail or certified mail, return receipt requested,
postage prepaid.
If to the Covered Entity: If to the Business Associate:
City of Fort Worth
Aetna Life Insurance Company
ATTN: Assitant City Manager for HR ATTN:
HIPAA Member Rights Team
200 Texas Street
151 Farmington Avenue, RT65
Fort Worth, Texas 76102 Hartford, CT 06156
Fax: (859) 280-1272
with copy to:
City Attorney's Office at same address
EAP—Business Associate Agreement 28
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
11. Regulatory References.
A reference in this Agreement to a section in the Privacy Rule means the referenced section or its
successor, and for which compliance is required.
12. Headings and Captions.
The headings and captions of the various subdivisions of the Agreement are for convenience of
reference only and will in no way modify or affect the meaning or construction of any of the terms or
provisions hereof.
13. Entire Agreement.
This Agreement sets forth the entire understanding of the parties with respect to the subject matter set
forth herein and supersedes all prior agreements, arrangements and communications, whether oral or
written,pertaining to the subject matter hereof.
14. Binding Effect. The provisions of this Agreement shall be binding upon and shall
inure to the benefit of both parties and their respective successors and assigns.
15. No Waiver of Rights, Powers and Remedies.
No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement,
and no course of dealing between the parties hereto, will operate as a waiver of any such right, power or
remedy of the party. No single or partial exercise of any right, power or remedy under this Agreement
by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or
remedy, will preclude such party from any other or further exercise thereof or the exercise of any other
right, power or remedy hereunder. The election of any remedy by a party hereto will not constitute a
waiver of the right of such party to pursue other available remedies. No notice to or demand on a party
not expressly required under this Agreement will entitle the party receiving such notice or demand to any
other or further notice or demand in similar or other circumstances or constitute a waiver of the right of
the party giving such notice or demand to any other or further action in any circumstances without such
notice or demand. The terms and provisions of this Agreement may be waived, or consent for the
departure therefrom granted, only by written document executed by the party entitled to the benefits of
such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or
consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each
such waiver or consent will be effective only in the specific instance and for the purpose for which it was
given, and will not constitute a continuing waiver or consent.
16. Governing Law; Venue.
This Agreement will be governed by and construed in accordance with the laws of the State of
Texas. Should any action, whether real or asserted, at law or in equity, arise out of the execution,
performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant
County, Texas.
17. Interpretation.
It is the parties' intent to comply strictly with all applicable laws, including without limitation,
HIPAA, state statutes, or regulations (collectively, the "Regulatory Laws"), in connection with this
EAP—Business Associate Agreement 29
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
Agreement. In the event there shall be a change in the Regulatory Laws, or in the reasoned interpretation
of any of the Regulatory Laws or the adoption of new federal legislation, any of which are reasonably
likely to materially and adversely affect the manner in which either party may perform or be
compensated under this Agreement or which shall make this Agreement unlawful, the parties shall
immediately enter into good faith negotiations regarding a new arrangement or basis for compensation
pursuant to this Agreement that complies with the law, regulation or policy and that approximates as
closely as possible the economic position of the parties prior to the change. In addition, the parties
hereto have negotiated and prepared the terms of this Agreement in good faith with the intent that each
and every one of the terms, covenants and conditions herein be binding upon and inure to the benefit of
the respective parties.
18. Other Confidentiality Laws. The parties acknowledge that this BA Agreement is
intended to supplement other federal and state laws and regulations that impose obligations to maintain
the confidentiality and security of individually identifiable personal information. To the extent not
preempted by HIPAA, the parties acknowledge their obligation to comply, where applicable, with all
such laws and regulations, including, without limitation, breach notification laws and laws requiring the
safeguarding of such information.
19. Review of Counsel. The parties acknowledge that each party and its counsel have had
the opportunity to review and revise this Agreement and that the normal rules of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or exhibits hereto.
20. Signature Authority. The person signing this Agreement hereby warrants that he or she
has the legal authority to execute this Agreement on behalf of his or her respective party, and that such
binding authority has been granted by proper order, resolution, ordinance or other authorization of the
entity. The other party is fully entitled to rely on this representation in entering into this Agreement.
21. Countersignature. This Agreement may be executed in several counterparts, each of
which shall be deemed an original but all of which shall constitute one and the same instrument. In
addition, this Agreement may contain more than one counterpart of the signature page and this
Agreement may be executed by the affixing of the signatures of Business Associate and Covered Entity,
to one of such counterpart signature pages. All of those counterpart signature pages shall be read as
though one, and they shall have the same force and effect as though all of the signers had signed a single
signature page.
(Signature page to follow.)
EAP—Business Associate Agreement 30
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
IN WITNESS WHEREOF, and intending to be legally bound hereby, each party hereto
represents that this Agreement has been duly authorized by all necessary corporate action and that
this Agreement has been duly executed by and constitutes a valid and binding agreement of that
party. All signed copies of this Agreement will be deemed originals. Signed signature pages may
be transmitted by facsimile or e-mail, and any such signature shall have the same legal effect as an
original signature.
IN WITNESS WHEREOF, the parties have executed this Business Associate Agreement as
of the Effective Date.
COVERED ENTITY: AETNA BEHAVIORAL HEALTH, LLC:
• CA d�
ByJesus J.Chapa(Dec 2,2 2012:34 CST) By:
Name: Jesus J. Chapa Name: Brooke Wilson
Title: Deputy City Manager Title: Head of EAP - Resources for Living
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OATTEST: o °o =°
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rRonald P.Gonzales(Dec°3,202009:40CST) �� TE�(p5,oa
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Mary Kayser, City Secretary
APPROVED AS TO FORM AND LEGALITY:
7howi l'f IF0 114M l
Thomas Royce Hanse (Dec 2,202010:59 CSTI
Thomas Royce Hansen
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C No.:20-0444
1295:2020-625929
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EAP—Business Associate Agreement 31
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City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/23/20 M&C FILE NUMBER: M&C 20-0444
LOG NAME: 13P 20-0109 MEDICAL TPAIASO, EAP AND PC-DM SERVICES HR JPB
SUBJECT
Authorize Execution of Agreements with Meritain Health, Inc.,for the Medical Third Party Administrator/Administrative Services Only Services in
the Amount Up to$1,475,000.00 Annually,Aetna Behavioral Health, LLC for the Employee Assistance Program in the Amount Up to
$157,000.00 Annually and Accolade, Inc.,for the Plan Concierge-Disease Management Services in the Amount Up to$1,550,000.00 Annually
with an Additional Implementation Fee Up to$98,600.00 in the First Year,for a Three-year Initial Term with Option to Renew Up to an Additional
Two Year Term at the City's Sole Discretion(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of agreements with Meritain Health, Inc.,for the Medical Third Party
Administrator/Administrative Services Only Services in the amount up to$1,475,000.00 annually,Aetna Behavioral Health,LLC,for the Employee
Assistance Program in the amount up to$157,000.00 annually and Accolade, Inc.,for the Plan Concierge-Disease Management Services in the
amount up to$1,550,000.00 annually,with an additional implementation fee up to$98,600.00 in the first year,for a three-year initial term with
option to renew up to an additional two year term at the City's sole discretion.
DISCUSSION:
The Human Resources Department(HRD)approached the Purchasing Division to secure agreements for the Medical Third Party Administrator
(TPA)/Administrative Services Only(ASO)Services,the Employee Assistance Program(EAP)and the Plan Concierge-Disease Management
(PC-DM)Services.
The City's Medical and Disease Management Programs are self-funded and utilize a third party administrator to process claims.The United
Healthcare Services, Inc. has been providing these services since January 1,2016 under its previous Agreement(City Secretary Contract(CSC)
No.47393; Mayor and Council communication(M&C)C-27347&C-28386)with the City.This agreement expires on December 31,2020.
The EAP services are a minimum of six face-to-face visits to assist employees in addressing personal issues, make referrals to qualified
professionals for specialized issues such as mental health and stress, parenting, midlife and retirement,disability,financial issues,addictive
behaviors,education,caring for older adults, health and wellness,and legal issues.Welcome packets for all new employees and unlimited
24/7/365 telephonic support services are included.Aetna Behavioral Health, LLC has been providing administration of the City's Employee
Assistance Program under its previous Agreement(CSC 47547; M&C C-27334)with the City.This agreement expires on December 31,2020.
Staff determined it would be in the City's best interest to ensure it was getting the best overall product and price by going out to the market and
giving all providers the opportunity to compete for the City's business and issuing a Request for Proposals(RFP)that consisted of detailed scope
of services.The RFP was designed to solicit proposals for the following services individually or in combination with each other: (1)Medical
TPA/ASO Services; (2)EAP;and(3)PC-DM Services.The RFP was advertised in the Fort Worth Star-Telegram every Wednesday starting on
March 18,2020 through April 22,2020.Sixteen vendors were solicited from the purchasing database;eleven responses were received.
The proposals were evaluated separately for Medical TPA/ASO Services, EAP and PC-DM Services.The evaluation team was provided with
resources and assistance by the City's benefits consultant, Holmes Murphy.
(1)Medical TPA/ASO Services:
An Evaluation team consisting of staff from the different departments and a retiree evaluated proposals received for Medical TPAIASO Services.
The evaluation team ranked the proposals based on pre-defined factors. Finalists were selected for presentations. Following the presentations,
the evaluation team determined Meritain Health, Inc.provides the best overall solution for the TPA/ASO Services and recommended that the City
Council authorize the execution of agreement for an initial three year period term with option to renew up to an additional two year term at the City's
sole discretion.
The associated cost and fees for Medical TPAIASO Services is$926.20 per month per employee and non-medicare eligible retirees.The benefit
plan operates on a plan calendar year basis and the expected overall total administrative costs are$1,475,000.00 for Calendar Year 2021. Prices
will remain flat for the base three years of the Agreement.The estimated medical claims for Calendar Year 2020 are$64,000,000.00 and
anticipated to trend at about a 1 percent increase in years two to five.Trend projections may vary depending on Calendar Year 2020 claims
experience. It is anticipated that Staff will make a recommendation to the City Manager on premium contribution rates and plan design.Open
enrollment for the 2021 medical plan is scheduled to begin on October 2020.
(2)EAP:
An Evaluation team consisting of staff from the Human Resources Department evaluated proposals received for EAP.The evaluation team ranked
the proposals based on pre-defined factors and determined Aetna Behavioral Health, LLC provides the best overall solution for EAP and
recommended that the City Council authorize the execution of agreement for an initial three year period term with option to renew up to an
additional two year term at the City's sole discretion.The associated cost and fee is$1.59 per month per employee(PEPM)for the 1 st year,$1.69
PEPM for the 2nd year,$1.79 PEPM for the 3rd year,and$1.89 PEPM for the 4th&5th years.The annual cost(Calendar Year)is$132,000.00 for
year 1,$140,000.00 for year 2,$149,000 for year 3,and$157,000.00 for year 4 and year 5.
(3)PC-DM Services:
An Evaluation team consisting of staff from the different departments and a retiree evaluated proposals received for PC-DM Services.The
evaluation team ranked the proposals based on pre-defined factors. Finalists were selected for presentations. Following the presentations,the
evaluation team determined Accolade, Inc.provides the best overall solution for the PC-DM Services and recommended that the City Council
authorize the execution of agreement for an initial three year period term with option to renew up to an additional two year term at the City's sole
discretion.
The associated cost and fee is up to$1,550,000.00 per year for PM-DC Services with an additional implementation fee up to$98,600.00 in the
first year.
An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City
Code and does not require specific City Council approval as long as sufficient funds have been appropriated.
A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the M/WBE Office, in
accordance with the BDE Ordinance, because the purchase of goods or services from source(s)where subcontracting or supplier opportunities
are negligible.
Upon City Council approval,the three-year term of this contracts shall begin on January 1,2021 and expire on December 31,2023. The contract
may be renewed for up to one successive two-year term at the City's option.This action does not require specific City Council approval,provided
that the City has appropriated sufficient funds to satisfy the City's obligations during the renewal term.The contract will include a standard fiscal
funding out clause that would comply with state law requirements by allowing the City to terminate the Agreement without penalty,if in the future,the
Council elects not to appropriate funds for contracted services.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of this recommendation,funds are available within existing appropriations in the current
operating budget of the Group Health Insurance and Retiree Healthcare Trust Funds and anticipates,upon adoption of the Fiscal Year 2021
Budget by the City Council,to include the recommended payments mandated by state statutes,the funds will be available in the Fiscal Year 2021
budget,as appropriated. Prior to any expenditure being incurred,the Human Resources Department has the responsibility to validate the
availability of funds.
Submitted for City Manager's Office by. Jay Chapa 5804
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Cynthia Garcia 8525
John Padinjaravila Baby 2279