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2015-30 EMPLOYEE ASSISTANCE PROGRAM TERMS AND CONDITIONS SERVICE AND FEE SCHEDULE This Employee Assistance Program Renewal 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, FL(hereinafter"Customer"). Customer hereby elects to receive the Services designated below The below Service Fees shall be in effect for three(3) years, beginning upon the Effective Date of this Renewal, and, thereafter, if this Renewal is extended by the parties for any additional successive term, such Service Fees shall be reasonably negotiated by the parties for 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 Renewal and for any future period(s)thereafter, in accordance with the terms of this Service and Fee Schedule. Core Features and Services (included in the PEPM) $1.88 PEPM • Unlimited telephone access to licensed clinicians 24 hours a day, seven days a week • 6 counseling sessions per problem per contract year with EAP network contracted providers. • Access to comprehensive, nationwide network of EAP providers who are licensed, master's level behavioral health professionals. • Referrals to community services. • Internet access to our EAP website 24 hours a day, seven days a week. • Telephonic management and supervisory consultation. • Designated account management with EAP administrative expertise. • Standard printed communication materials and additional promotional materials in electronic format. • Quarterly EAP utilization reports.* • Web-based WorkLife, Legal and Financial Services and Identity Theft Services. • Bank of Training Hours. 4 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 25 participants For webinars with more than 25 participants, an additional charge of$50.00 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 location 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.,Additional trainings are priced below. • Bank of Standard CISD Hours:2 hours of standard CISD services are included in the EAP Session Model PE/PM Rate Any additional standard CISD sessions are $250.00 per hour plus travel and preparation expenses reimbursed at a flat rate of $150.00 per location. Immediate CISD's are subject to the fees described below Additional services are priced below. • Standard Intake Model. EAP 1 EMPLOYEE ASSISTANCE PROGRAM TERMS AND CONDITIONS Additional Services: 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 25 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. • Training and Education Fee for Service Pricing(beyond the 4 hours included above): o Fee for Service On-Site Training Pricing: $250.00 per hour for the total amount of time that the educator is on site, plus a $150.00 per location charge for travel and preparation time. If training is not scheduled consecutively or multiple topics are scheduled,additional travel and preparation costs may apply o Fee for Service Webinar Training Pricing. $250.00 per hour, plus a $150 00 charge for preparation for each web-based training for up to 25 participants. For webinars with more than 25 participants, an additional charge of$50.00 applies for each additional 25 participants up to a maximum of 200 participants. o Sessions less than one(1)hour in duration will count as one(1)hour of Training and Education. • Training and Education Cancellation Fee: Failure to provide Company with three (3) business days' notice of cancellation of a previously scheduled training program may result In a charge of: o 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. o For Department of Transportation compliance training to meet Drug-Free Workplace regulations regarding drug and alcohol awareness, see pricing referenced below under Drug Free Workplace Services. 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. • CISD(Critical Incident Stress Debriefings)Fee for Service Pricing(beyond the 2 hours included above): o Fee for Service Standard CISD Pricing(On-site attendance response time in greater than 2 hours) o $250 per hour plus travel and preparation expenses reimbursed at a flat rate of$150 per location. Out of area or special request expenses are additional. o Fee for Service Immediate CISD Pricing(On-site attendance response time in less than 2 hours) o $350 per hour plus travel and preparation expenses reimbursed at a flat rate of$150 per location. Out of area or special request expenses are additional. o 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. • CISD Cancellation Fee: Whenever possible, City of Clermont, FL agrees to provide Company with 24 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: EAP 2 EMPLOYEE ASSISTANCE PROGRAM TERMS AND CONDITIONS o 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. o Bank of Standard CISD Hours Cancellation Fee: Services which are included in the bank of capitated hours descnbed above, will result in the deduction of a number of hours from the bank, equal to the number of cancelled hours. Reduction in Force. The process by which a work organization reduces its work force by eliminating jobs, such as closing subsidiaries or departments. • Reduction in Force Fee for Service Pricing. o $250 per hour plus travel and preparation expenses reimbursed at a flat rate of$150 per location. • Reduction in Force Cancellation Fee: Failure to provide Company with 24 hours notice of cancellation of Reduction in Force Services will result in a charge of$375 per incident. 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. • Drug Free Workplace services. o $750 per case, for substance abuse case management by Substance Abuse Professionals (SAP) and/or for Department of Transportation regulation compliance. o DOT Alcohol and Drug-Free Workplace for Supervisors Training to 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. o DOT Supervisor Training-2 hours at $800 o 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. o DOT Employee Training- 1 hour at$400 Other Terms/Conditions: • NOTE: Original contractual definition of"Employee"and"Dependent"are amended to include adult children up to the age of 26. • Rate is guaranteed for 3 years from the renewal date of 3/1/2015. • Rate assumes standard billing process of single bill at plan sponsor level only • *Utilization reports are provided on a Quarterly basis. If for any 2 consecutive reporting periods there is less than 1% utilization, reporting frequency will default to Annual reporting. EAP 3 EMPLOYEE ASSISTANCE PROGRAM TERMS AND CONDITIONS o Company may adjust Service Fees effective as of the date on which any of the following occurs. o If, for any Service, there is a change in the number of Employees greater than +1- 20% of current population assumed in Company's quotation as of the Effective Date of this Renewal. o Change in Services — A material change in Services is requested or initiated by the Customer or by legislative action o 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. o EAP Services maybe subject to regulation under the Knox-Keene Act in the State of California. Program documentation and procedures may be adjusted accordingly. EAP 4 The term of this Renewal shall be from 03/01/2015 through 02/28/2018. IN WITNESS WHEREOF, the parties hereto have caused this letter to be executed by their duly authorized representatives. CITY OF CLERMONT,FLORIDA AETNA BEHAVIORAL HEALTH, LLC Signed By: Signed By: Pr ed Name: 3i 5cxr-N Ccti-rc. rinted Name: Hon Un M. ��-�Quc�.,�rISP Y 9 � D. i Title: Ilea of EAP and Chief Psychiatric Officer Date: ac,(�� Date: ( 1 r f HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT(HIPAA) BUSINESS ASSOCIATE AGREEMENT THIS Business Associate Agreement ("BA Agreement"),effective as of March 1,2015 ("Effective Date"),is entered into between Aetna Behavioral Health,LLC, on behalf of itself and those of its affiliates,providing services in connection with this BA Agreement ("Business Associate") and City of Clermont, Florida, on behalf of City of Clermont Employee Assistance Program ("Covered Entity"). City of Clermont, Florida represents that it has the authority to agree to the terms and conditions of this BA Agreement for and on behalf of Covered Entity for which Business Associate provides plan administration services under current or future agreements between the parties ("Services Agreement"). For purposes of this BA Agreement, "Business Associate" includes only those subsidiaries and affiliates of Aetna Behavioral Health, LLC, that create, receive, transmit or otherwise maintain Protected Health Information, as defined below, in connection with the Services Agreement In conformity with the Administrative Simplification provisions of Title II,Subtitle F of the Health Insurance Portability and Accountability Act of 1996,as amended,including but not limited to the requirements under the Health Information Technology for Economic and Clinical Health Act ("HITECH"),the implementing regulations at 45 CFR Parts 160-64(the"Privacy and Security Rules"),and related public guidance issued by the Department of Health and Human Services (all of the foregoing, collectively, "HIPAA"),Business Associate will under the following terms and conditions have access to, maintain,transmit, create and/or receive certain Protected Health Information: 1. Definitions. Capitalized terms used and not otherwise defined in this BA Agreement shall have the meanings assigned to such terms by HIPAA. (a) Individual. "Individual"shall have the same meaning as the term"individual"in 45 CFR 160.103 and shall include a person who,qualifies as a personal representative in accordance with 45 CFR 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 Services Agreement (b) Protected Health Information. "Protected Health Information" shall have the same meaning as the term"Protected Health Information",as defined by 45 CFR 160.103,limited to the information created,maintained,transmitted,or received by Business Associate from or on behalf of Covered Entity. (c) Standard Transactions. "Standard Transactions"means the electronic health care transactions for which HIPAA standards have been established,as set forth in 45 CFR,Parts 160-162. 2. Obligations and Activities of Business Associate (a) Business Associate agrees to not use or disclose Protected Health Information other than (i) for purposes of performing its obligations under the Services Agreement, (ii) as otherwise permitted or required by this BA Agreement,or(iii)as Required By Law. (b) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this BA Agreement. (c) Business Associate agrees to mitigate, to the extent practicable,any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this BA Agreement. (d)Business Associate agrees to report to Covered Entity any use or disclosure of Protected Health Information not provided for by this BA Agreement of which it becomes aware, as required by 45 CFR 164.410. (e)Business Associate agrees to report to Covered Entity without unreasonable delay any Security Incident 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 Business Associate. (f) Business Associate agrees to report to Covered Entity any Breach of Unsecured Protected Health Information without unreasonable delay and in no case later than thirty (30) calendar days after becoming aware that such Breach affects Covered Entity's Protected Health Information. Such notice shall include the identification of each Individual whose Unsecured Protected Health Information has been,or is reasonably believed by Business Associate,to have been,accessed, acquired,or disclosed in connection with such Breach. In addition,Business Associate shall provide any information reasonably requested by Covered Entity for purposes of making the notifications required by 45 CFR 164.404(c) as soon as such information is available to Business Associate. Business Associate's notification of a Breach under this section shall comply in all respects with each applicable provision of 45 CFR Part 164,Subpart D and related guidance issued by the Secretary from tune to time. In addition,if delegated in writing by Covered Entity,Business Associate shall provide such notices to the media and to Individuals affected by the Breach as required by 45 CFR 164.404 and 45 CFR 164.406.Business Associate shall provide Covered Entity with advance copies of such notices prior to distribution. In all cases,Covered Entity shall be responsible for submitting reports of Breaches directly to the Secretary. (g) Business Associate shall require any Subcontractors that create,receive,maintain, or transmit Protected Health Information on behalf of Business Associate to agree in writing to restrictions and conditions that are no less protective than those that apply through this BA Agreement to Business Associate with respect to such information,in accordance with 45 CFR 164.502(e)(1)(ii)and 164.308(b)(2),if applicable. (h)Business Associate shall provide access directly to an Individual,at the request of Covered Entity or an Individual and in a prompt and reasonable manner,including in the electronic form or format requested by the Individual,to Protected Health Information in a Designated Record Set, subject to and consistent with the timing and other provisions of 45 CFR 164.524. (i) Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set at the request of Covered Entity or an Individual,subject to and consistent with the timing and other provisions of 45 CFR 164.526. (j) Business Associate 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 Business Associate on behalf of,Covered Entity,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 Covered Entity's or Business Associate's compliance with the Privacy and Security Rules. (k) Business Associate agrees to document disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information,subject to and consistent with 45 CFR 164.528. (1) Business Associate agrees to provide to an Individual,at the request of Covered Entity or an Individual,an accounting of disclosures of Protected Health Information subject to and consistent with the tuning and other provisions of 45 CFR 164.528. (m)With respect to Electronic Protected Health Information,Business Associate shall implement and comply with the administrative safeguards set forth at 45 CFR 164.308,the physical safeguards set forth at 45 CFR 310,the technical safeguards set forth at 45 CFR 164.312,and the policies and 2 procedures set forth at 45 CFR 164.316 to 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 Covered Entity. Business Associate acknowledges that(i) the foregoing safeguards,policies and procedures requirements shall apply to Business Associate in the same manner that such requirements apply to Covered Entity,and (ii)Business Associate shall be subject to HIPAA enforcement provisions,as amended from time to time,for failure to comply with the Security Rule safeguards,policies and procedures requirements and any guidance issued by the Secretary from time to time with respect to such requirements. (n) If Business Associate conducts any Standard Transactions on behalf of Covered Entity,Business Associate shall comply with,and require any Subcontractor to comply with,the applicable requirements of 45 CFR Parts 160-162. (o) Business Associate acknowledges that it shall be subject to the HIPAA enforcement provisions,as amended from time to time,for(i)impermissible uses and disclosures, (n) failure to provide breach notification to Covered Entity, (iii) failure to provide access to a copy of Electronic Protected Health Information to either Covered Entity or the Individual,or the Individual's designee, (iv) failure to disclose Protected Health Information where required by the Secretary to investigate or determine Covered Entity's compliance with HIPAA,and(v) failure to provide the accounting of disclosures required in this BA Agreement. (p) To the extent under the Services Agreement or this BA Agreement Business Associate is to carry out one or more of Covered Entity's obligation(s)under Subpart E of 45 CFR Part 164,Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s). 3. Permitted Uses and Disclosures by Business Associate 3.1 General Use and Disclosure Except as otherwise provided in this BA Agreement,Business Associate may use or disclose Protected Health Information to perform its obligations under the Services Agreement,provided that such use or disclosure would not violate the Privacy and Security Rules if done by Covered Entity. 3.2 Specific Use and Disclosure Provisions (a) Except as otherwise provided in this BA Agreement,Business Associate may use Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. (b) Except as otherwise provided in this BA Agreement,Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate, provided that disclosures are Required By Law,or Business Associate 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 Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached in accordance with the Breach and Security Incident notifications requirements of this BA Agreement (c) Business Associate shall not directly or indirectly receive remuneration in exchange for any Protected Health Information 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 CFR 164.508, a valid authorization that includes a specification of whether the Protected Health Information can be further exchanged for remuneration by Business Associate. (d)Business Associate may use or disclose Protected Health Information to communicate about a product or service,provided that such communication is made in a manner that does not 3 constitute marketing as defined in 45 CFR 164.501 or otherwise constitute a use or disclosure that Covered Entity is prohibited from performing itself. (e) Business Associate may use Protected Health Information to perform Data Aggregation services. (f) Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities,consistent with 45 CFR 164.5020). (g) The provisions of this BA Agreement notwithstanding,Business Associate is permitted to de- identify Protected Health Information,provided that it does so in accordance with HIPAA de- identification rules.De-identified information does not constitute Protected Health Information, 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. Obligations of Covered Entity 4.1 Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions (a) Covered Entity shall notify Business Associate of any limitation(s)in Coveted Entity's notice of privacy practices agreed to in accordance with 45 CFR§ I64.520(b)(2),to the extent that such limitation(s) may affect Business Associate's use or disclosure of Protected Health Information. (b) Covered Entity shall provide Business Associate with any changes in,or revocation of, permission by an Individual to use or disclose Protected Health Information,to the extent that such changes affect Business Associate's uses or disclosures of Protected Health Information. (c) Covered Entity agrees that it will not impose special limits or restrictions on the uses and disclosures of its Protected Health Information that may impact in any manner the use and disclosure of Protected Health Information by Business Associate under the Services Agreement and this BA Agreement,including,but not limited to,restrictions on the use and/or disclosure of Protected Health Information as provided for in 45 C.F.R. 164.522(a),unless such restrictions are required by 45 CFR 164.522(a). The foregoing notwithstanding,Business Associate agrees to accommodate reasonable requests for alternative means of communications pursuant to 45 C.F.R. 164.522(b). 4.2 Permissible Requests by Covered Entity Covered Entity shall not request Business Associate to use or disclose Protected Health Information 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 Protected Health Information 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 CFR 164.504(e)(2)(i)(B). 5. Terre and Termination (a) Term.The provisions of this BA Agreement shall take effect on the Effective Date,and shall terminate upon expiration or termination of the Services Agreement,except as otherwise provided herein. (b) Termination for Cause.Without limiting the termination rights of the parties pursuant to the Services Agreement and upon either party's knowledge of a material breach by the other party,the non-breaching party shall either: i. Provide an opportunity for the breaching party to cure the breach or end the violation, or terminate the Services Agreement,if the breaching party does not cure the breach or end the violation within the time specified by the non-breaching party,or ii Immediately terminate the Services Agreement,if cure of such breach is not possible. 4 r (c)Effect of Termination. The parties mutually agree that it is essential for Protected Health Information to be maintained after the expiration of the Services Agreement for regulatory and other business reasons. Notwithstanding the expiration of the Services Agreement,Business Associate shall extend the protections of this BA Agreement 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 References.A reference in this BA Agreement 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.The Parties agree to take such action to amend this BA Agreement from time to time as is necessary for Covered Entity and Business Associate to comply with the requirements of HIPAA. (c) Survival. The respective rights and obligations of Business Associate under Section 5(c) of this BA Agreement shall survive the termination of this BA Agreement. (d) Interpretation.Any ambiguity in this BA Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the Privacy and Security Rules. In the event of any inconsistency between this BA Agreement and the Services Agreement,including any other appendices,schedules,exhibits and attachments,the terms and conditions of this BA Agreement shall control. (e) No third party beneftciaq.Nothing express or imphed in this BA Agreement or in the Services 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 BA Agreement shall be governed by and construed in accordance with the governing law provisions of the Services Agreement,subject to applicable federal law. (g) Countersignature: This BA 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 BA Agreement may contain more than one counterpart of the signature page and this BA Agreement may be executed by,the affixing of the signatures of Business Associate and Covered Entity,or City of Clermont,Flonda;on behalf of 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. [THE NEXT PAGE IS THE SIGNATURE PAGE] 5 [THIS IS THE SIGNATURE PAGE] AETNA BEHAVIORAL HEALTH,LLC COVERED ENTITY /14- T _2_\ u� Authorized Signature Authorized Signature /4kk ' `_,..,0,.,,_,, e.«Cr '�lu ckr"1 S P t Name Print Name Hato dt C J��''LL e � at G -�--rurncAr, PAe.svur-Lc. , L�¢ �'LL''- --c)►c-e.r.L2 Title Title Date Date • 6