2012-104 EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
AETNA BEHAVIORAL HEALTH,LLC
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 Clermont
(hereinafter"Customer").
WHEREAS,Customer has established an employee assistance program("EAP")for certain eligible individuals;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,Description of EAP Services Addendum,Description of Work/Life Services
Addendum,and Service and Fee Schedule and Health Insurance Portability and Accountability Act(HIPAA)Addendum.
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 m 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 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.
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
The Effective Date of this Services Agreement shall be. March 1,2012.
IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement to be executed by their duly authorized
representatives.
CITY OF CLERMONT AETNA BEHAVIORAL HEALTH,LLC
Signed: : Signed By:
Printe Nam_. l JjUU' Zg1(5 Printed Name: Hyon Un,MD
Title: r I//l, e . es Apo o Titic: Head of EAP and Chief Psychiatric OMeer
Date: Min Date: /3'015 7Z--
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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 Agreement by virtue of being a current employee of
Customer,and not designated a temporary employee,and eligible family members,including domestic partners,household
members,dependents(includes adult children up to the age of 26),employees of subsidiaries and affiliates of Customer who
are reported by Customer, in writing,to Company for inclusion in this Services Agreement. The term"Employee"also
refers to ex-employees of Customer determined by Customer(and reported,in writing,to Company)to be eligible to receive
Services pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985,as amended(COBRA).
(B) "Dependent"means any person eligible to receive Services under this Agreement as a dependent of an Employee. This
includes adult children up to age 26.
(C) "Members"means Employees and Dependents covered for Services.
(D) The term"Service Fees"shall have the meaning set forth in Section 3 of this General Conditions Addendum.
(E) The term"Services Agreement Period"shall have the meaning set forth in Section 2 of this General Conditions Addendum.
(F) The term"Services"shall have the meaning set forth in Section I 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 the Effective Date and shall continue to the first
anniversary of the Effective Date,unless terminated by either party in accordance with Section 4 of this General Conditions
Addendum. Following the initial term,this Services Agreement shall be automatically renewed from year to year,unless
terminated by either party in accordance with Section 4 of this General Conditions Addendum. The initial term and
subsequent year to year renewals shall hereafter be referred to as"Services Agreement Periods,"
3. Service Fees; Renewals. The Service Fees payableCustomer to Company for the Services shall by P Y sh 11 be determined in
accordance with the Service and Fee Schedule identified in this Services Agreement. No Services other than those
identified in the Service and Fee Schedule are included in the Service Fees. The Services to be provided by Company and
the Service Fees may be amended by Company in accordance with the terms and conditions of the Service and Fee
Schedule.
4. Termination. The 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 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 ninety(90) days written notice
stating when,after the date of such notice,such termination shall become effective.
(C) Company Termination-
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(1) Company may terminate this Services Agreement by giving to Customer at least ninety(90)days written notice
stating when,after the date of such notice,such termination shall become effective.
(2) If Customer fails to pay Service Fees by the Payment Due Date,Company shall have the right tosuspen d Services
until the Service Fees have been paid. Company may terminate this Services Agreement immediately upon
transmission of notice to Customer by mail, facsimile transmission or other means of communication (including
electronic mail)if(a)Customer fails to pay such Service Fees within five(5)business days of such notice of unpaid
Service Fees by Company,(b)Company determines that Customer will not meet its obligation to pay such Service
Fees within such five (5)business days, and/or(c) 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, after the grace periods
specified therein have elapsed and prior to any action by Company to suspend Services or terminate this Services
Agreement, shall not constitute a waiver of Company's right to suspend Services or terminate this Services
Agreement in accordance with this section with respect to any other failure of Customer to meet its obligations
hereunder.
5. Customer's Responslblllties. Where applicable,and on or before the Effective Date,Customer shall 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,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.
6. Services. Company shall perform the Services set forth in the Service and Fee Schedule and the Description of Services
Addenda identified in this Services Agreement. Customer acknowledges that Company may utilize the services of external
contractors in performing these Services.
7. Records. Company or one of its affiliates or authorized agents,may, at its own discretion,use Documentation (defined
herein) for legitimate EAP related purposes such as: provider payment and fraud prevention; quality
improvement/management assessment; fulfilling certain state and federal requirements; and statistical research. The term
"Documentation"refers to all documents, records,reports,and data, including data recorded in Company's data processing
systems, related to the receipt,processing,and payment of EAP provider claims for Services provided,including all claim
histories.
8. Indemnification.
(A) Company shall indemnify and hold harmless Customer, its directors, officers,employees(acting in the course of their
employment,but not as Members)for that portion of any third party loss,liability,damage,expense,settlement,cost or
obligation(including reasonable attorneys'fees)caused solely and directly by Company's willful misconduct,criminal
conduct,breach of this Services Agreement,fraud,breach of fiduciary responsibility(as applicable),or failure to comply
with Section 6 above,related to or arising out of the Services provided under this Services Agreement.
(B) Except as provided in (A) above, Customer shall indemnify and hold harmless Company, its affiliates and their
respective directors, officers, and employees for that portion of any third party loss, liability, damage, expense,
settlement, cost or obligation (including reasonable attorney's fees): (i) which was caused solely and directly by
Customer's willful misconduct, criminal conduct, breach of this Services Agreement, fraud, breach of fiduciary
responsibility (as applicable), or failure to comply with Section 6 above, related to or arising out of this Services
Agreement or Customer's role as employer, (ii) in connection with the release or transfer of Member-identifiable
information to Customer or a third party designated by Customer,or the use or further disclosure of such information by
Customer or such third party; or (iii)resulting from or arising out of claims, demands or lawsuits brought against
Company in connection with Services provided under this Services Agreement.
(C) The party seeking indemnification under(A)or(B)above must notify the indemnifying party within 20 days in writing
of any actual or threatened action, suit or proceeding to which it claims such indemnification applies. Failure to so
notify the indemnifying party shall not be deemed a waiver of the right to seek indemnification,unless the actions of the
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
indemnifying party have been prejudiced by the failure of the other party to provide notice within the required time
period.
The indemnifying party may then take steps to be joined as a party to such proceeding, and the party seeking
indemnification shall not oppose any such joinder. Whether or not such joinder takes place,the indemnifying party shall
provide the defense with respect to claims to which this Section applies and in doing so shall have the right to control the
defense and settlement with respect to such claims.
The party seeking indemnification may assume responsibility for the direction of its own defense at any time,including
the right to settle or compromise any claim against it without the consent of the indemnifying party, provided that in
doing so it shall be deemed to have waived its right to mdemnification except in cases where the indemnifying party has
declined to defend against the claim.
(D) Customer and Company agree that,except for counselmg services provided by an EAP clinician employed by Company:
(i) Company does not render medical services or treatments to Members; (ii) neither Customer nor Company is
responsible for the health care that is delivered by contracting health care providers;(iii)contracted health care providers
are solely responsible for the health care they deliver to Members; (iv) contracted health care providers are not the
agents or employees of Customer or Company;and(v)the indemnification obligations of(A)or(B)above do not apply
to any portion of any loss, liability,damage, expense,settlement,cost or obligation caused by the acts or omissions of
contracted health care providers with respect to Members.
(E) The indemnification obligations under(A)above shall not apply to that portion of any loss,liability,damage,expense,
settlement,cost or obligation caused by Company's act or omission undertaken at the direction of Customer(other than
Services described in this Services Agreement). The indemnification obligations under(B)above shall not apply to that
portion of any loss,liability,damage,expense,settlement,cost or obligation undertaken by Customer at the direction of
Company,or by any failure,refusal,or omission to act,directed by Company.
(1) The indemnification obligations under this Section 8 shall tenninate upon the expiration of this Agreement,except as to
any matter concerning which a claim has been asserted by notice to the other party at the time of such expiration or
within two(2)years thereafter
9. Remedies. Neither party shall be liable to the other for any consequential,incidental or punitive damages whatsoever.
10. Binding Arbitration of Certain Disputes. Any controversy or claim arising out of or relating to this Agreement or the
breach,termination,or validity thereof,except for temporary,preliminary,or permanent injunctive relief or any other firm
of equitable relief, shall be settled by binding arbitration in Hartford, CT administered by the American Arbitration
Association ("AAA") and conducted by a sole arbitrator in accordance with the AAA's Commercial Arbitration Rules
("Rules"). The arbitration shall be governed by the Federal Arbitration Act,9 U.S.C.§§ 1-16,to the exclusion of state laws
inconsistent therewith or that would produce a different result,and judgment on the award rendered by the arbitrator may be
entered by any court having jurisdiction thereof. Except as may be required by law or to the extent necessary in connection
with a judicial challenge,or enforcement of an award,neither a party nor the arbitrator may disclose the existence,content,
record or results of an arbitration. Fourteen(14)calendar days before the hearing,the parties will exchange and provide to
the arbitrator(a)a list of witnesses they intend to call(mcluding any experts)with a short description of the anticipated direct
testimony of each witness and an estimate of the length thereof,and(b)premarked copies of all exhibits they intend to use at
the hearing. Depositions for discovery purposes shall not be permitted. The arbitrator may award only monetary relief and
is not empowered to award damages other than compensatory damages.
11. Confidentiality.
(A) Each party acknowledges that performance of this Services Agreement may involve access to and disclosure of data,
rates, procedures, materials, lists, systems and information (collectively "Confidential Information") belonging to the
other. The parties further acknowledge and agree that Company operates in a highly regulated and competitive
environment and that the unauthorized disclosure or use of Confidential Information will cause irreparable harm and
significant injury to Company which will be difficult to measure with certainty or to compensate through monetary
damage. Accordingly,the parties agree that injunctive or other equitable relief shall be appropriate in the event of any
breach by the Customer or their agents related to Confidential Information,in addition to such other remedies as may be
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
available to Company at law. No Confidential Information shall be disclosed to any third party other than
representatives of such party who have a need to know such Information, 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. In addition, each party will maintain the confidentiality of EAP records and confidential client
information as required by law. 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 Information must be retained pursuant to applicable law, provided, however, that Company may retain
copies of any such Information it deems necessary for the defense of litigation concerning the Services it provided under
this Services Agreement. Customer agrees that Company may make lawful references to Customer in its marketing
activities and in informing EAP providers as to the organizations and plans for which Services are to be provided. Each
party will execute and cause its employees and agents to execute any documents the other reasonably requires in
connection with this confidentiality provision.
(B) Customer acknowledges that compliance with the provisions of the foregoing paragraph(A)are necessary to protect the
business and good will of Company and its affiliates and that any actual or prospective breach will irreparably cause
damage to Company or its affiliates for which money damages may not be adequate. Customer therefore agrees that if
Customer breaches or attempts to breach paragraph (A) hereof; Company or an affiliate shall be entitled to obtain
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. Company shall be
entitled to recover from Customer the attorneys'fees and costs Company expends in any action related to such breach or
attempted breach.
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 providers or any particular number of EAP providers available for use by Members.
13. Subcontractors. The work to be performed by Company under this Services Agreement may,at Company's sole discretion,
be performed m part through a subsidiary or affiliate or under a contract with an organization as determined by Company.
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: Product
Head—Employee Assistance Program, (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 Clermont
685 West Montrose St
Clermont,FL 34711
Attention:Pat Bell,HR Manger
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 and federal 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 HIPAA Business Associate Agreement,
which is attached hereto as Appendix A and made a part of this agreement hereof.
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17. Miscellaneous. The Services Agreement shall be governed by and interpreted in accordance with applicable federal law. To
the extent such federal law does not govern,this Services Agreement shall be governed by Connecticut law 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. There are no intended third
party beneficiaries of this Services Agreement The headings in this Services Agreement are for reference only and shall not
affect the interpretation or construction of this Services Agreement.
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EMPLOY E ASSISTANCE PROGRAM SERVICES AGREEMENT
DESCRIPTION OF EAP SERVICES ADDENDUM
Subject to the terms and conditions of this Services Agreement,the EAP Services available from Company are described below.
Unless otherwise agreed to in writing, only the EAP Services selected by Customer in the Service and Fee Schedule (as
modified by Company from time to time pursuant to Section 3 of the General Conditions Addendum)will be provided by
Company. Additional EAP 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 Company EAP call center staff,available
24 hours per day,7 days per week,365 days per year.
2. COUNSELING SESSIONS: A face-to-face clinical session of at least 45 minutes in duration with a contracted EAP
provider. Each member is entitled,annually,to the number of counseling sessions per problem as set forth herein in the
Service and Fee Schedule(e.g.,three counseling sessions per member per problem under the 3-Session EAP Model).
3. PROVIDER NETWORK: Appropriately credentialed and contracted mental health professionals (hereinafter "EAP
providers")qualified to provide Services to Company Members. EAP 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 training
may be provided in different ways,i.e.in-person,telephomcally,or web-based.
• EMPLOYEE ORIENTATION MEETINGS: On-site meetings to acquaint Eligible Employees with the
operation of the Employee Assistance Program and to encourage them to use the Employee Assistance
Program.
• SUPERVISOR ORIENTATION TRAINING: Training programs for Eligible Employees who are
providing supervision to others as part of their day-to-day duties. The purpose of this training program
will be to acquaint supervisors with the operation of the Employee Assistance Program and to motivate
them to encourage Covered persons to use the Employee Assistance Program.
• STANDARD TRAININGS: On-site hours of EAP trainings on such topics as stress management,
smoking cessation and effective communication at work. Company will also provide web-based seminars,
in which participants view the presentation through their web browser and listen to the audio through their
telephone.
• AWARENESS TRAININGS: Awareness Traimngs on topics such as Department of Transportation
(DOT)Drug/Alcohol Awareness,Diversity in the Workplace,Drug Free Workplace,Sexual Harassment
for Employees,and Violence in the Workplace.
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.
• 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 provider's
recommendations, wherein the EAP, with appropriate executed release of information forms, confirms the
employee's participation in and compliance with the Program.
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• 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 (WI)) 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
cvaluatmg 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 employer risk in returning the
employee to work. Typically,the evaluation includes some or all of the following:clinical interview,psychological
testing, and collateral interviews, and it is not seen as therapy. While the EAP does not directly conduct
independent Fitness for Duty Evaluations,the EAP can assist Employers with decisions regarding the need for an
independent Fitness for Duty Evaluation,and can recommend qualified FFA facilitator choices. In addition,the
EAP may facilitate the coordination with the FFD providers, and/or may upon request, review FFD paperwork
before it is sent to the Employer. However, it remains solely the Employer's responsibility to decide whether to
refer an employee for a Fitness for Duty Evaluation. All decisions, regarding returning to work,retaining or
dismissing employees remain with the Employer. In addition,the Employer is responsible for working directly with
the EAP identified FFD provider as well as directly making payment arrangements for the Fitness for Duty
Evaluation.
• SUBSTANCE ABUSE PROFESSIONAL (SAP)CONSULTATION AND CONTACT INFORMATION: Upon
request of Employer,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
Employer is responsible for choosing and working directly with the SAP, as well as performing Follow-up,
Compliance and Aftercare attendance monitoring. The Employer is responsible for payment of the SAP and
determines whether the employee or employer pays SAP fees as well as recommended treatment costs.
• COMPREHENSIVE SUBSTANCE ABUSE PROFESSIONAL(SAP)SERVICES: Upon request of Employer,for
drug and alcohol cases that fall under the Department of Transportation(DOT)guidelines,Company shall provide
initial and ongoing management consultation,initial and follow up SAP evaluation, as well as case management
throughout the Substance Abuse Professional(SAP)aftercare recommendations.Company shall refer to a qualified
SAP to conduct initial assessment and provide treatment recommendations,follow-up testing schedule,referral to
treatment resource and compliance meeting,as defined by Department of Transportation(DOT) SAP guidelines.
After an Eligible Employee's return to the workplace, and upon request of Employer, Company shall provide
ongoing case management through completion of aftercare recommendations.Per DOT Regulation,Employer has
final decision-making authority regarding the return of an Eligible Employee to the workplace. If a referral to a
treatment resource occurs,Eligible Employee will be responsible for the cost of services provided by the treatment
source.
6. CRITICAL INCIDENT STRESS MANAGEMENT(CISMYCRITICAL INCIDENT: Company will make available to
Employer, upon its request, at Employer's premises, an EAP Provider to provide crisis counseling to Employer's
employees in the event of a catastrophic incident affecting a group of employees(e.g.robbery,assault in the workplace,
employee death in the workplace, natural catastrophe affecting the workplace, employee injury in the workplace).
Company will schedule a CISM at the worksite with a group of employees directly impacted by a critical incident as
soon as clinically necessary following the traumatic event.
• REDUCTION IN FORCE: The process by which a work organization reduces its work force by
eliminating jobs, such as closing subsidiaries or departments. On-site services could be either group
process or onsite counseling or a combination of both.
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7. INTERACTIVE WEB SITE: An online display/publication of materials and information that may otherwise be
reviewed in hard copy,accessed through the Internet.
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 Certain of these materials can be customized by the Customer. This service will include
an initial mailing to all Employees at their place of residence notifying them about the EAP program. 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 will receive such 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 management associate /customer service
representative.
II. LEGAL,FINANCIAL,and IDENTITY THEFT SERVICES: Services provided through the EAP that include:
• Legal Service includes:
a ''A hour Initial Consultation with selected Plan Attorney on an unlimited number of new Legal Topics(each
plan year)in any of the following areas:
• General law(certain topic areas are excluded,including employment law,etc.)
• Mediation Services
• Special Needs,including emergency matters
• Document preparation.
b. if members choose to continue with the Plan 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).
c. Services available during regular business hours(9 am to 8 pm EST Mon-Fri,federally recognized
holidays excepted,24/7 back-up service with on-call staff available),unless otherwise agreed to by the
individual Plan Attorney;and
d. All Initial Consultations(and discounted consultations)must be for legal matters related to the Employee
and eligible household members.
• Financial Service includes:
a. 'A hour Initial Consultation with the selected Plan 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 have the option to purchase My Secure Advantage for a monthly nominal fee.
• Identity Services include:
a. I-hour telephonic fraud resolution consultation for Identity Theft.
b. Coaching and direction on prevention and restoring credit for victims of Identity Theft.
c. Free Identity Theft Emergency Response Kit for victims of Identity Theft.
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
d. Individual Employees have the option to purchase My Secure Advantage ID Protect for a monthly
nominal fee.
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DESCRIPTION OF WORK/LIFE SERVICES ADDENDUM
Subject to the terms and conditions of this Services Agreement,the WorkLife Services available from Company are described
below. Unless otherwise agreed to in writing,only the WorkLife Services selected by Customer in the Service and Fee
Schedule(as modified by Company from time to time pursuant to Section 3 of the General Conditions Addendum)will be
provided by Company. Additional WorkLife Services may be provided at Customer's written request under the terms and
conditions and at a fee mutually agreed to by the parties.
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. Resource packets(kits)
may be included with this service.
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.
7. MEMBER WEBSITE: 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 12
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
SERVICE AND FEE SCHEDULE
Customer hereby elects to receive the Services designated below. The below Service Fees shall be in effect for the first three(3)
years of this Services Agreement, beginning upon the Effective Date of this Agreement, and, thereafter, if this Services
Agreement is extended by the parties for any additional successive one year term(s), such Service Fees shall be reasonably
negotiated by the parties for such successive one year term(s). 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 Agreement and for any
future period(s)thereafter,in accordance with the terms of this Service and Fee Schedule.
Services Service Fees
LAP Session Model
Unlimited Telephonic Access $1.37 PE/PM—1 n year
with $1.51 PE/PM—2n1 year
Unlimited Face-to-Face Counseling $1.68 PE/PM—and year
Sessions per problem per rolling year
with
Legal and Financial Services
Identity Theft Services
Worklife Services,Including Caregiving Services, included in the EAP Session Model PE/PM.
Personal Services
Core Member Website
Intake
Standard Model Included in the EAP Session Model PE/PM.
Standard Training,Employee Orientation Bank of 2 hours to be used for Employee Orientations.
Meetings,Supervisor Orientation and Training
Bank of 2 hours to be used for Supervisor Orientations and Trainings.
Additional hours are$275.00 per hour,per clinician,plus a charge of
$50.00 per hour of travel to and from the Customer's location.
EAP 13
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
Services Service Fees
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$275.00 per incident.
Critical Incident Stress Management $325.00 per hour,per clinician,plus a charge of$50.00 per hour of
(CISM)/Critical Incident travel to and from the Customer's location.
Critical Incident Stress Management Failure to provide Company with 24 hour notice of cancellation of
(CISM)/Critical Incident Cancellation Fee Workplace Crisis Response Services will result in a charge of
$325.00 per incident.
Reduction in Force $325.00 per hour,per clinician
Reduction in Force Cancellation Fee Failure to provide Company with 24 hour notice of cancellation of
Reduction in Force will result in a charge of$325.00 per incident.
Awareness Training $350.00 per hour,per clinician,plus a charge of$50.00 per hour of
travel to and from the Customer's location
Awareness Training Cancellation Fee Failure to provide Company with 24 hours notice of cancellation of a
previously scheduled awareness training program may result in a
charge of$350.00 per incident.
Company also may adjust Service Fees effective as of the date on which any of the following occurs.
-(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) I&for any Service,there is a 10%increase m the Employee utilization of such Service from the utilization amount assumed
in Company's quotation as of the Effective Date of this Services Agreement.
(3) Change in Services—A material change in Services is requested or initiated by the Customer or by legislative action.
(4) 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.
(5) EAP services may be subject to regulations under the Knox-Keene Act in the State of California. Program documentatioo
and procedures may be adjusted accordingly.
EAP 14
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT(HIPAA)ADDENDUM
This Addendum between City of Clermont ("Customer") and Aetna Behavioral Health, LLCor any of its corporate affiliates
(hereinafter"Company") is an attachment to the Employee Assistance Program Services Agreement between Company and
Customer(the"Agreement")and is incorporated by reference therein.
In conformity with the regulations at 45 C.F.R. Parts 160-164 (the"Privacy and Security Rules"), Company will, under the
following conditions and provisions have access to, maintain, transmit, create and/or receive certain Protected Health
Information:
1. De pitions. The following terms shall have the meaning set forth below:
(a) C.F.R."C.F.R."means the Code of Federal Regulations.
(b) Designated Record Set."Designated Record Set"has the meaning assigned to such term m 45 C.F.R. 164 501
(c) Electronic Protected Health Information. "Electronic Protected Health Information"means information that comes
within paragraphs 1(i)or 1(ii)of the definition of"Protected Health Information",as defined in 45 C.F.R. 160.103.
(d) Individual. "Individual" shall have the same meaning as the term 'individual" in 45 C.F.R 164.501 and shall
include a person who qualifies as personal representative in accordance with 45 C.F.R. 164.502(g).
(e) Protected Health Information'Protected Health Information"shall have the same meaning as the term"Protected
Health Information",as defined by 45 C.F.R. 160.103,limited to the information created or received by Company
from or on behalf of Customer.
(I) Required By Law. "Required By Law" shall have the same meaning as the term"required by law" in 45 C.F.R.
164.501.
(g) Secretary."Secretary"shall mean the Secretary of the Department of Health and Human Services or his designee.
(h) Security Incident. "Security Incident"has the meaning assigned to such term in 45 C.F.R. 164.304.
(i) Standard Transactions. "Standard Transactions" means the electronic health care transactions for which HIPAA
standards have been established,as set forth in 45 C.F.R.,Parts 160-162.
2. Obligations and Activities of Company
(a) Company agrees to not use or disclose Protected Health Information other than as permitted or required by this
Addendum or as Required By Law.
(b) Company agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information
other than as provided for by this Addendum.
(c) Company agrees to mitigate, to the extent practicable, any harmful effect that is known to Company of a use or
disclosure of Protected Health Information by Company in violation of the requirements of this Addendum.
(d) Company agrees to report to Customer any Security Incident or any use or disclosure of the Protected Health
Information not allowed by this Addendum of which it becomes aware,except that,for purposes of the 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 electronic PHI maintained by Company.
(e) Company agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health
Information received from, or created or received by Company on behalf of Customer, agrees to the same
restrictions and conditions that apply through this Addendum to Company with respect to such information.
(f) Company agrees to provide access,at the request of Customer,and in the time and manner designated by Customer,
to Protected Health Information in a Designated Record Set, to Customer or, as directed by Customer, to an
Individual in order to meet the requirements under 45 C.F.R.164.524.
(g) Company agrees to make any amendment(s)to Protected Health Information in a Designated Record Set that the
Customer directs or agrees to pursuant to 45 C.F.R. 164.526 at the request of Customer or an Individual,and in the
time and manner designated by Customer.
(h) Company agrees to make(i)internal practices,books,and records,including policies and procedures,relating to the
use and disclosure of Protected Health Information received from,or created or received by Company on behalf of,
Customer, and (ii) policies, procedures, and documentation relating to the safeguarding of Electronic Protected
Health Information available to the Secretary,in a time and manner designated by the Secretary,for purposes of the
Secretary determining Customer's compliance with the Privacy and Security Rules.
(i) Company agrees to document such disclosures of Protected Health Information as would be required for Customer
to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in
accordance with 45 C.F.R.164.528.
EAP 15
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
(j) Company agrees to provide to Customer the information collected in accordance with this Section to permit
Customer to respond to a request by an Individual for an accounting of disclosures of Protected Health Information
in accordance with 45 C.F.R.164.528.
(k) With respect to EIectronic Protected Health Information, Company shall implement administrative,physical,and
technical safeguards that reasonably and appropriately protect the confidentiality,integrity,and availability of the
Electronic Protected Health Information that it creates,receives,maintains,or transmits on behalf of Customer,as
required by 45 C.F.R.Part 164,Subpart C.
(1) With respect to Electronic Protected Health Information, Company shall ensure that any agent, including a
subcontractor, to whom it provides Electronic Protected Health Information,agrees to implement reasonable and
appropriate safeguards to protect it
(m) If Company conducts any Standard Transactions on behalf of Customer,Company shall comply with the apphcabie
requirements of 45 C.F.R.Parts 160-162.
3 Permitted Uses and Disclosures by Company
3.1 General Use and Disclosure
Except as otherwise provided in this Appendix,Company may use or disclose Protected Health Information to perform
its obligations under the Agreement,provided that such use or disclosure would not violate the Privacy and Security
Rules if done by Customer or the minimum necessary policies and procedures of Customer.
3.2 Specific Use and Disclosure Provisions
(a) Except as otherwise provided in this Addendum,Company may use Protected Health Information for the proper
management and administration of Company or to carry out the legal responsibilities of Company.
(b) Except as otherwise provided in this Addendum, Company may disclose Protected Health Information for the
proper management and administration of Company,provided that disclosures are Required By Law,or Company
obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential
and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person,
and the person notifies Company of any instances of which it is aware in which the confidentiality of the
information has been breached.
(c) Except as otherwise provided in this Appendix, Company may use Protected Health Information to provide data
aggregation services to Customer as permitted by 45 C.F.R. I64.504(ex2)(i)(B).
(e) Company may use Protected Health Information to report violations of law to appropriate Federal and State
authorities,consistent with 45 C.F.R. 164.502(j)(1).
4 Obligations of Customer.
4.1 provisions for Customer to Inform Company of Privacy Practicg and Restrictions
(a) Customer shall notify Company of any limitation(s)in its notice of privacy practices of Customer in accordance
with 45 C.F.R.§ 164 520,to the extent that such limitation(s)may affect Company's use or disclosure of Protected
Health Information
(b) Customer shall provide Company with any changes in,or revocation oty permission by Individual to use or disclose
Protected Health Information, to the extent that such changes affect Company's uses or disclosures of Protected
Health Information.
(c) Customer agrees that rt will not furnish or impose by arrangements with third parties or other Covered Entities or
Business Associates special limits or restrictions to the uses and disclosures of its PHI that may impact in any
manner the use and disclosure of PHI by Company under the Services Agreement and this Addendum,including,
but not limited to,restrictions on the use and/or disclosure of PHI as provided for in 45 C.F.R. 164.522.
4.2 Permissible Requests by Customer
Customer shall not request Company to use or disclose Protected Health Information in any manner that would not be
permissible under the Privacy and Security Rules if done by Customer.
5. Term and Termination
(a) Term.The provisions of this Addendum shall take effect on the effective date of the Agreement and shall terminate
when protections are extended to Protected Health Information in accordance with Section 5(c)of this Addendum.
(b) Termination for Cause.Without limiting the termination rights of the parties pursuant to the Agreement and upon
Customer's knowledge of a material breach by Company,Customer shall either
EAP I6
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
i. Provide an opportunity for Company to cure the breach or end the violation,or terminate the Agreement,if
Company does not cure the breach or end the violation within the time specified by Customer,
ii. Immediately terminate the Agreement,if cure of such breach is not possible;
iii. if neither termination nor cure is feasible,Customer shall report the violation to the Secretary.
(c) Affect of Termination.
The parties mutually agree that it is essential for Protected Health Information to be maintained after the expiration
of the Agreement for regulatory and other business reasons. The parties further agree that it would be infeasible for
Customer to maintain such records because Customer lacks the necessary system and expertise. Accordingly,
Customer hereby appoints Company as its custodian for the safe keeping of any record containing Protected Health
Information that Company may determine it is appropriate to retain. Notwithstanding the expiration of the
Agreement,Company shall extend the protections of this Addendum to such Protected Health Information,and limit
further use or disclosure of the Protected Health Information to those purposes that make the return or destruction of
the Protected Health Information infeasible
6. Miscellaneous -
(a) Regulatory Reference. A reference in this Addendum to a section in the Privacy and Security Rules means the
section as in effect or as amended,and for which compliance is required.
(b) Amendment. Upon the enactment of any law or regulation affecting the use or disclosure of Protected Health
Information, the safeguarding of Electronic Protected Health Information,or the publication of any decision of a
court of the United States or any state relating to any such law or the publication of any interpretive policy or
opinion of any governmental agency charged with the enforcement of any such law or regulation,either party may,
by written notice to the other party, amend the Agreement and this Addendum in such manner as such party
determines necessary to comply with such law or regulation. 'If the other party disagrees with such amendment,it
shall so notify the first party in writing within thirty(30)days of the notice.If the parties are unable to agree on an
amendment within thirty(30)days thereafter,then either of the parties may terminate the Agreement on thirty(30)
days written notice to the other party
(c) Survival. The respective rights and obligations of Company under Section 5(c)of this Addendum shall survive the
termination of this Addendum.
(d) Interpretation Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits Customer to
comply with the Privacy and Security Rules.
(e) No Third narsv beneficiary.Nothing express or implied in this Addendum or in the Agreement is intended to confer,
nor shall anything herein confer,upon any person other than the parties and the respective successors or assigns of
the parties,any rights,remedies,obligations,or liabilities whatsoever.
(f) Governing Law.This Addendum shall be governed by and construed in accordance with the same internal laws as
that of the Agreement
The parties hereto have executed this Addendum with the execution of the Agreement.
EAP 17