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Ordinance No. 9,632ORDINANCE NO. 9632 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AN ADMINISTRATIVE SERVICES AGREEMENT WITH UNITED BEHAVIORAL HEALTH; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF TWENTY -TWO THOUSAND ONE HUNDRED EIGHT AND NO /100 DOLLARS ($22,108.00); AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager of the City of Baytown to execute to an Administrative Services Agreement with United Behavioral Health under terms and conditions deemed acceptable to the City Attorney and the City Manager. Section 2: That the City Council of the City of Baytown authorizes payment to United Behavioral Health, of the sum of TWENTY -TWO THOUSAND ONE HUNDRED EIGHT AND NO /100 DOLLARS ($22,108.00), pursuant to the Agreement. Section 3: That the City Manager is hereby granted general authority to approve any change order involving a decrease or an increase in costs of TWENTY -FIVE THOUSAND AND NO 1100 DOLLARS ($25,000.00) or less; however, the original contract price may not be increased by more than twenty -five percent (25 %) or decreased by more than twenty -five percent (25 %) without the consent of the contractor to such decrease. Section 4: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 25th day of September, 2003. PETE C. ALFAR , Mayor ATTEST: au-'e nv_14 Z G Y . SMITH, City Clerk APPROVED AS TO FORM: ACIO RAMIREZOR., City Attorney F:Ueanene\My Documents \Council \02 -03\ September\ EAPContract03 -04 United Behavioral Health.doc UNITED BEHAVIORAL HEALTH ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (this "Agreement") between United Behavioral Health and its affiliates, ("UBH," `bur," "us, or"we" in this Agreement) and City of Baytown ("you"or your" in this Agreement), is effective October 1, 2003 ("Effective Date"). This Agreement covers the services we are providing to you for the administration of your employee welfare benefit plan ("Plan"). This Agreement is structured so that the General Provisions appear first and the related Exhibits and Product Schedules follow. The Agreement consists of this page, a table of Contents, the body of this Agreement, and the Exhibits and Product Schedules. UBH identifies this arrangement as Contract Number 12612 The Product Schedules included in this Agreement indicated by are: O Employee Assistance Program Services Product Schedule Worklife Services Product Schedule Legal & Financial Services Product Schedule Liveandworkwell.com Services Product Schedule C1 Communications Product Schedule 2 Training Services Product Schedule Disability Solutions Services Product Schedule On-Site Employee Assistance Program Services Product Schedule By signing below, each party agrees to the terms and conditions of this Agreement. United Behavioral Health City of Baytown 425 Market Street, 27th Floor 2401 Market Street San Francisco, CA 94105 Baytown, TX 7 0 By "/,G 2/ i!/i By / Autho Signature Autho z Signature Print Name Mary Weitzel Print Name gtlahi Print Title Director, Contracts Print Title C N rf=a° Date I z 2( ° Date O;2-10 Lt Table of Contents Section 1 Definitions 1 1.1 Affiliated Employer 1 1.2 Agreement Period 1 1.3 EAP Benefit Plan 1 1.4 Employee 1 1.5 Employee Assistance Program 1 1.6 ERISA 1 1.7 ERISA Plan 1 1.8 Negotiated Rate Schedule 1 1.9 Participating Provider 1 1.10 Participant 1 1.11 Practitioner 1 1.12 Product Schedule 1 1.13 Provider 1 1.14 Summary Plan Description 1 1.15 Total Monthly Fee 1 Section 2 Our Services 2 2.1 Our Services 2 2.2 Participating Provider Network 2 2.3 Telephone "Help Line" 2 2.4 Record Keeping 2 2.5 Statistical Reports 2 2.6 Health Fairs 2 2.7 Performance by Subsidiary or Affiliate 2 2.8 Performance by Non-Affiliated Designee 2 Section 3 Your Responsibilities 3 3.1 Offer of Coverage 3 3.2 Compensation 3 3.3 ERISA Plan Documents 3 3.4 ERISA Plan Changes 3 3.5 ERISA Plan Consistent with this Agreement 3 3.6 Notice to Participants 3 3.7 Other Information 3 3.8 Responsibility for Information 4 3.9 Responsibility for the ERISA Plan 4 3.10 List of Affiliated Employers 4 3.11 Employee Assistance Program 4 Section 4 Confidential Business Information 4 Section 5 Insurance 4 Section 6 Term and Termination 5 6.1 Term 5 6.2 Termination Events 5 Section 7 Miscellaneous 6 7.1 Notices 6 7.2 Assignment 6 7.3 Amendment 6 7.4 Waiver 6 7.5 Governing Law 6 7.6 Survival 6 7.7 Confidentiality 6 7.8 Severability 7 7.9 Entire Agreement 7 Exhibit A Fees Exhibit B Specimen Third Party Disclosure Agreement Exhibit C Products and Services V Section 1 Definitions For the purposes of this Agreement,the Capitalized terms shall have the meanings set forth below: 1.1 Affiliated Employer. An entity that is affiliated with you and whose employees or former employees are covered by the ERISA Plan. This term is more specifically defined in Section 3.10. 1.2 Agreement Period. Period of twelve (12) months commencing on the Effective Date. 1.3 EAP Benefit Plan. "EAP Plan" or 'EAP Benefit Plan" means the services to which Participants are entitled under this Agreement as described in detail in the attached EAP Product Schedule. 1.4 Employee. A current or former employee of you or an Affiliated Employer who is an eligible Participant. 1.5 Employee Assistance Program. (EAP) Services designed to assist your Employees, their dependents, and you in finding solutions for personal and workplace problems. 1.6 ERISA. Employee Retirement Income Security Act of 1974 as amended from time to time. 1.7 ERISA Plan. "ERISA Plan" means the employee benefit plan to which this Agreement applies, and which is administered by you. 1.8 Negotiated Rate Schedule. The schedule of rates that the Participating Provider has agreed to accept as payment in full for services provided to Participants. 1.9 Participating Provider. A Provider who has entered into a contract with us to provide services to Participants. 1.10 Participant. Your employee, or a dependent of your employee, entitled to benefits or coverage under the terms and conditions of the EAP Benefit Plan and/or the ERISA Plan. 1.11 Practitioner. A person who is qualified and duly licensed or certified by the state in which he or she is located to furnish EAP services when such an individual is acting within the scope of his or her license or certification. 1.12 Product Schedule. A document that describes in detail the services purchased by you under this Agreement. There may be more than one Product Schedule. 1.13 Provider. Any Practitioner who is qualified and duly licensed or certified by the state in which they are located to furnish EAP services to Participants. 1.14 Summary Plan Description. Document(s) provided to Participants describing the coverage offered under the ERISA Plan and the terms and conditions of that coverage. 1.15 Total Monthly Fee. The fees for services rendered under this Agreement as represented in Exhibit A. Section 2 Our Services 2.1 Our Services. We will provide the services, which are identified on the first page of this Agreement and described in the attached Product Schedules. 2.2 Participating Provider Network. We will enter into arrangements with Providers in order to arrange for Employee Assistance Program Services for Participants at rates we negotiate with such Providers. We cannot warrant or represent to you or to Participants that a particular Provider will be available or will continue to be available to a particular Participant or to Participants in general. Our Negotiated Rate Schedule with Providers is subject to change on sixty (60) days' prior notice to you. We will also perform the following services with respect to our Provider network: a) We will perform a review of the credentials, licensure and experience of Participating Providers. b) We shall provide written notice within a reasonable time to a Participant regarding the termination of a Participating Provider, or the inability to perform services by any Participating Provider, if that Participant may be materially and adversely affected by such termination or inability to perform. c) The relationship between UBH and each Participating Provider is an independent contractor relationship. Participating Providers are not agents or employees of UBH, nor is UBH, or any employee of UBH, an employee or agent of any Participating Provider. UBH shall not be liable for any claims or demands on account of damages arising out of or in any manner connected with, any injury suffered by a Participant relating to services received by the Participant from any Participating Provider. 2.3 Telephone "Help Line." We shall make available a "Help Line" with access to trained counselors for you and Participants through our toll-free telephone line. Such counselors shall be made available twenty-four (24) hours a day, seven (7) days a week. 2.4 Record-Keeping. We shall establish and maintain a record-keeping system concerning the services to be performed under this Agreement. All such records shall be our property and shall be available for inspection by you pursuant to Section 4. We will retain such records as long as we are required to do so by law. 2.5 Statistical Reports. We shall provide standard statistical summaries of program activities at no charge. At your request and for an additional fee, we shall provide, within a time period mutually agreed to by both parties, ad hoc or non-standard specialized reporting of data regarding the services outlined in this Agreement. 2.6 Health Fairs. We shall participate in health fairs for your Employees up to but not more frequently than annually if requested by you; however, you shall provide thirty (30) days' prior notification of health fairs for scheduling purposes. 2.7 Performance by Subsidiary or Affiliate. You agree and understand that our work under this Agreement may be performed in whole or in part by us or a subsidiary, affiliate, or entity in which an affiliate or we maintain an ownership interest. 2.8 Performance by Non-Affiliated Designee. You agree and understand that certain services under this Agreement may be performed in whole or in part by a non-affiliated designee. Section 3 Your Responsibilities 3.1 Offer of Coverage. You shall offer our services to all eligible Employees and dependents of your health benefit program(s) or to a designated unit or units of eligible Employees and dependents as determined by you. 3.2 Compensation. You will pay us for services rendered under this Agreement pursuant to the Total Monthly Fee reflected in Exhibit A of this Agreement. 3.3 ERISA Plan Documents. If you are offering the EAP benefits to your Employees under an ERISA Plan, you will be solely responsible for the preparation and contents of the ERISA Plan document, ERISA Plan Description, Summary Plan Description, and if applicable, a description of the EAP services, and/or a Trust Agreement, including all related amendments thereto, and proof of compliance of such documents with ERISA and applicable laws. You will provide us with these controlling documents governing the operation of the ERISA Plan prior to the commencement of services under this Agreement. You shall be responsible for printing, maintaining a supply of and distributing the Summary Plan Description and all other information and forms necessary for Participant's enrollment and continued eligibility for services under this Agreement. 3.4 ERISA Plan Changes. If you are offering the EAP benefits to your Employees under an ERISA Plan, you will notify us in writing if you change the ERISA Plan's benefits for services covered under this Agreement, including changes to the EAP services or other relevant Plan provisions, including termination of the ERISA Plan, within a reasonable period of time prior to the change becoming effective. We can decide when changes can be made. We can decide whether or not we will continue providing our services as a result of those changes. We have the option of giving you sixty (60) days' written notice of termination of this Agreement following our receipt of your notice of the changelf we decide to continue providing our services, you will pay us for any reasonable costs that we incur to put the changes in place. In addition, the fees you are required to pay under this Agreement may be changed by us in accordance with Exhibit A of this Agreement. 3.5 ERISA Plan Consistent with this Agreement. You represent that the ERISA Plan documents pertaining to the services provided under this Agreement, including the ERISA Plan Description, Summary Plan Description and the document that describes your EAP, are consistent with this Agreement. You will provide us with copies of the ERISA Plan documents and Participant communications pertaining to the services provided under this Agreement prior to distributing these materials to Participants or third parties. You will amend them if we determine that references to us are not acceptable, or any Plan or EAP provision is not consistent with this Agreement or the services that we are providing. 3.6 Notice to Participants. You will give Participants the information and documents they need to obtain benefits under this Agreement within a reasonable period of time before coverage begins. In the event this Agreement is terminated, you will notify all Participants of the discontinuance of services we are providing under this Agreement. 3.7 Other Information. You will furnish us with all and any other information we reasonably require to perform our obligations under this Agreement. 3.8 Responsibility for Information. You understand and agree that we are not responsible for any delay in the performance of this Agreement or for the non-performance of this Agreement if the delay or non-performance is caused or contributed by your or an Affiliated Employer's failure to furnish any of the information or funds described in this Section 3. 3.9 Responsibility for the ERISA Plan. Unless this Agreement specifically requires us to have the fiduciary responsibility for a specific ERISA Plan administrative function, you accept total responsibility for the ERISA Plan for purposes of this Agreement, including its benefit design, compliance with any laws that apply to you or the ERISA Plan, administering the appeals process, and retaining the ultimate authority with respect to eligibility determinations and benefits under the ERISA Plan. We are not the Plan Administrator of the ERISA Plan. 3.10 List of Affiliated Employers. If applicable, you will provide us with a list of your Affiliated Employers prior to the Effective Date. You will provide prior written notice of any changes to this list. You represent that together you and the Affiliated Employers make up a single control group" as defined by ERISA. 3.11 Employee Assistance Program. With respect to the EAP services only, we agree to perform the obligations applied to a Covered Entity as required by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). You agree to cooperate with us to the extent necessary so that we may fulfill said obligations as set forth by HIPAA. Section 4 Confidential Business Information Confidential Business Information. Both parties acknowledge that in the course of performing under this Agreement each party may learn, confidential, trade secret or other proprietary information concerning the other party or third parties to whom the other party has an obligation of confidentiality Confidential Business Information). Each party shall take all necessary steps to provide the maximum protection to the other party's Confidential Business Information and records. Each party agrees to take at least such precautions to protect the other party's Confidential Business Information as it takes to protect its own Confidential Business Information. Such information shall not be disclosed unless required by law to third parties without the express written consent of the party to whom the information belongs. The parties shall not utilize any Confidential Business Information including but not limited to trade secrets, customer lists, or patented, trademarked, trade-named, service-marked or copyrighted material or property belonging to the other party other than as expressly permitted by this Agreement or otherwise in writing. Section 5 Insurance Insurance. We will maintain the following insurance: a) We shall obtain and maintain professional liability insurance in the minimum amounts of Five Million Dollars ($5,000,000) for any one incident, and Five Million Dollars 5,000,000) in the aggregate for the policy year. b) We shall obtain and maintain commercial general liability insurance with minimum coverage of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage for City of Baytown, its officers, agents and employees where applicable. c) As applicable, we shall obtain and maintain worker's compensation insurance coverage for our employees in an amount and form meeting all applicable legal requirements. We will provide a waiver of subrogation on your behalf. Section 6 Term and Termination 6.1 Term. This Agreement shall become effective on the first day of October 2003, and shall remain in effect for an initial period of twelve (12) months, ending on the last day of September 2004 (the "Initial Term"). After the Initial Term, this Agreement shall automatically renew from year to year for additional twelve (12) month periods ("Subsequent Terms") under the same terms and conditions unless (i) either party gives written notice to the other of its intention not to renew the Agreement at least thirty (30) days prior to the end of the current Term or (ii) you give us written notice of your intent to seek proposals for these services. If you seek proposals, we will continue to provide services under the terms and conditions specified herein until a termination date specified by you in a written notice is given to us. 6.2 Termination Events. This Agreement will terminate when: a) Either party gives the other party at least thirty (30) days' written notice prior to the end of the Term; b) Both parties agree to terminate the Agreement; c) The ERISA and/or EAP Plan terminates; d) We give you notice of termination because you did not pay the fees or other amounts you owed us under this Agreement, provided that we have given you written notice as required in Exhibit A, Section 2; e) You give us notice in the event that you do not accept a change in the Total Monthly Fees pursuant to the Total Monthly Fee Changes Section in Exhibit A; f) Either party provides written notices of material breach of this Agreement, other than for non-payment or late payment by you of fees owed, and the breaching party does not correct the breach within thirty (30) days after being notified in writing by the other party; g) Any state or other jurisdiction penalizes a party for administering the ERISA and/or EAP Benefits Plan under the terms of this Agreement. In this situation, the party may immediately discontinue the Agreement's application in such state or jurisdiction. Notice must be given to the other party when reasonably practical. The Agreement will continue to apply in all other states or jurisdictions; or h) We elect to terminate pursuant to Section 3.4 of this Agreement. Section 7 Miscellaneous 7.1 Notices. All notices or other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by commercial overnight delivery service, or if mailed, five days after the date of mailing, addressed as follows: To: UBH United Behavioral Health 425 Market Street, 27th Floor San Francisco, CA 94105 Attention: Contract Administration To: City of Baytown City of Baytown 2401 Market Street Baytown, TX 77520 Attention: City Manager With a copy to: City of Baytown 2401 Market Street Baytown, TX 77520 Attention: Director of Human Resources 7.2 Assignment. Except as provided in this paragraph, neither party can assign this Agreement or any rights or obligations under this Agreement to anyone without the other party's written consent. That consent shall not be unreasonably withheld. Notwithstanding, we can assign this Agreement, including all of our rights and obligations to our affiliates, to an entity controlling, controlled by, or under common control with us, or a purchaser of all or substantially all of our assets, subject to notice to you of the assignment. 7.3 Amendment. Except as may otherwise be set forth in this Agreement, the Agreement may be amended only by both parties agreeing to the amendment in writing, executed by a duly authorized person of each party. 7.4 Waiver. Nothing in this Agreement is considered to be waived by you or UBH unless the party claiming the waiver receives the waiver in writing. No breach of the Agreement is considered to be waived unless the non-breaching party waives it in writing. A waiver of one provision does not constitute a waiver of any other. 7.5 Governing Law. The validity and interpretation of this Agreement and the rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Texas. Venue shall be in Harris County, Texas. 7.6 Survival. Any provision of this Agreement that contemplates performance, observance or enforcement subsequent to the expiration of this Agreement, shall survive and remain in full force and effect between the parties. 7.7 Confidentiality. The parties shall maintain the confidentiality of all information regarding Participants in accordance with all applicable statutes and regulations. S 7.8 Severability. If any clause, sentence, provision, or other portion of this Agreement is, or becomes, illegal, null, void, or unenforceable for any reason, or is held by a court of competent jurisdiction to be so, the remainder of this Agreement shall remain in full force and effect. 7.9 Entire Agreement. This Agreement, with its exhibits or Product Schedules or any subsequent addenda, amendments or attachments, constitutes the entire Agreement between the parties governing the subject matter of this Agreement. This Agreement replaces any prior written or oral communications or agreements between the parties relating to the subject matter of this Agreement. The headings and titles within this Agreement are for convenience only and are not part of the Agreement. Exhibit A Fees 1. Total Monthly Fees: Type of Service Total Monthly Fee Employee Assistance Program: Up to six (6) Assessment and Referral sessions 2.07 per Employee per Participant per problem per contract year with a Participating Provider Liveandworkwell.com Included Legal & Financial Services Included Participating Provider Network Included Worklife Services 59 per Employee Training, Consultative Services and Critical Incident Stress Management ("CISM")-- We shall provide five (5) hours of Training, Expenses for travel, hotels and car rental, etc. will Consultative Services and/or CISM be billed additionally Additional Training, Consultative Services, and/or Training and Consultation: 150.00/hour CISM services are available on a fee-for-service CISM: 200.00/hour basis. Services are billed at an hourly rate plus Travel Time: 100.00/hour travel time. Expenses for travel, hotels and car rental, etc. will be billed additionally. S 2. Total Monthly Fee Due Date and Payments: The first day of a month of coverage hereunder is the "Total Monthly Fee Due Date." You agree to remit to us on or before the Total Monthly Fee Due Date the applicable Total Monthly Fee set forth immediately above, for each Employee enrolled. If the Total Monthly Fee payment is not made in full by you on or prior to the Total Monthly Fee Due Date, you shall be notified that payment was not received and you will be given a thirty (30) day grace period to make payment without interest charge. Any Total Monthly Fee payments, which remain outstanding subsequent to the grace period, shall be subject to a late penalty charge of 1.00%for each thirty 30) day period or portion thereof which the Total Monthly Fee payment remains outstanding. If this Agreement is terminated for any reason, you shall continue to be held liable for all Total Monthly Fee payments due and unpaid at the time of such termination including, but not limited to, all applicable Total Monthly Fee payments and late penalty charges for any time the Agreement was in force during a grace period. 3. Total Monthly Fee Adjustments: In the event that an Employee is enrolled hereunder on or before the fifteenth (15th) day of a month, you agree to remit to us on or before the next Total Monthly Fee Due Date an additional Total Monthly Fee for such Employee for the month in which the Employee is enrolled. In the event that an Employee is enrolled hereunder after the fifteenth (15th) of the month, no Total Monthly Fee is due. In the event that an Employee is terminated hereunder on or before the fifteenth (15th) day of a month, no Total Monthly Fee is due for such Employee for the month. In the event that an Employee is terminated after the fifteenth (15th) of a month, the Total Monthly Fee is due for such Employee for that month. You may offset any subsequent Total Monthly Fee payment by any amount paid on behalf of an Employee terminating on or before such fifteenth (15th) day. You must identify on the monthly remittance, the number of Employees that are being offset for such month. 4. Total Monthly Fee Changes: We may change the Total Monthly Fee at the end of the Initial Term and during any Subsequent Term by giving no less than sixty (60) days' prior written notice to you. The Total Monthly Fees shall not be revised more often than one (1) time at the end of the Initial Term or during any Subsequent Term. Notwithstanding the foregoing, if a change in this Agreement is necessitated by a change in applicable law or regulations or in the interpretation of applicable law or regulations by a court of competent jurisdiction or by any governmental body which has authority to regulate either party or the subject matter of this Agreement, and if such change results in an increase of our risk or expenses under this Agreement, or if there is a change of 10% or more in the number of your eligible Participants, we may change the Total Monthly Fee at any time upon thirty (30) days prior written notice to you. Any such change shall not be taken into account in determining whether the limit of(1) change per Initial Term or Subsequent Term has been reached. Exhibit B Specimen Third Party Disclosure Agreement This THIRD PARTY DISCLOSURE AGREEMENT ("Agreement") effective is entered into by and between Group"), Third Party"), and United Behavioral Health for itself, its subsidiaries and affiliated companies ("UBH"). These parties acknowledge and agree as follows: WHEREAS, Group and UBH have entered into an agreement (the "Administrative Services Agreement"), dated as of under which UBH administers the behavioral health services under the Group's employee welfare benefit plan ("Plan") and/or provides other management or health and well-being services. WHEREAS, in providing such services under the Administrative Services Agreement, UBH not only acquires certain health or other individually identifiable information, but also uses proprietary information which is commercially valuable, confidential, or trade secret, including but not limited to policies and procedures, clinical guidelines, provider lists, fee schedules and statistical information (collectively herein referred to as "Confidential Information"). WHEREAS, Group has retained Third Party to perform an examination, audit, or review of UBH's files and records pertaining to the Plan; or Group is requesting that Confidential Information be given to its third party administrator or medical carrier for purposes of administering the Plan (collectively referred to as "Plan Administration"); WHEREAS, UBH has agreed to disclose to Third Party this Confidential Information subject to the terms of this Agreement. THEREFORE, in consideration of UBH's release of Confidential Information to Third Party, the parties agree as follows: 1. Use and Disclosure. Confidential Information disclosed by UBH to Third Party pursuant to this Agreement, including all copies thereof, shall be used by Third Party only as permitted by this Agreement and any federal or state law, rule or regulation. Third Party agrees to have reasonable procedures in place for handling Confidential Information as required by current law. Third Party shall: a) not use (deemed to include, but not be limited to, using, exploiting, duplicating, recreating, modifying, decompiling, disassembling, reverse engineering, translating, creating derivative works or disclosing Confidential Information to another person or permitting any other person to do so) Confidential Information except in connection with the performance of an examination, audit, or review of UBH's files and records pertaining to the Plan or for Plan Administration; b) limit use of Confidential Information only to its authorized employees (deemed to include employees as well as individuals who are agents or independent contractors of Third Party) who have a need to know for purposes of Plan Administration; and c) release Confidential Information in response to a subpoena or other legal process to disclose Confidential Information, after giving Group and UBH reasonable prior notice of such disclosure, to the extent permitted by law. s d) when all services performed under this Agreement have been performed, Third Party shall either return or destroy Confidential Information in its possession to UBH or Group (with such return to the Group or destruction to be certified to UBH by Third Party). If during the course of the performance of an examination, audit, or review of UBH's files and records pertaining to the Plan or the Plan Administration it is discovered that this Agreement has been breached by Third Party, all Confidential Information in Third Party's possession shall be relinquished to UBH upon demand. 2. Disclosure to the Group. Any disclosure by the Third Party to Group shall not attribute to any particular employee, dependent or Plan participant any personally identifiable information including, but not limited to, any medical information, date(s) of service, or amount of claims paid. 3. Other Parties. This Agreement binds the parties and their respective successors, assigns, agents, employers, subsidiaries and affiliates. 4. Indemnification. Unauthorized use or disclosure of Confidential Information by Third Party is a material breach of this Agreement resulting in irreparable harm to UBH and to Group for which the payment of money damages is inadequate. It is agreed that UBH or Group may immediately seek injunctive relief in any court of competent jurisdiction enjoining any continuing or further breaches and may obtain entry of judgment for injunctive relief. Third Party consents to said injunctive relief and judgment. Group and Third Party agree to indemnify and hold harmless UBH with respect to any claims, losses, liabilities, damages and expenses (including reasonable attorney's fees) caused by Third Party's material breach of this Agreement or imposed upon or asserted against UBH arising out of the furnishing of such Confidential Information to Third Party as provided in this Agreement. 5. Termination. This Agreement may be terminated as follows: a. upon 30 days written notice by one party to the other; b. without written notice upon any of the following events: i. a party's attempt to assign this Agreement or the right to receive Confidential Information, said attempt shall be null and void. ii. enactment or effective date, whichever occurs first, of any federal or state law, rule or regulation of an agency having jurisdiction, which shall prohibit in part or in full, either party from fulfilling its obligations hereunder. In such event, no penalty, liability or damage shall be applicable or claimed by one party against the other party. iii. breach of this Agreement, with respect to the use or disclosure of the Confidential Information by any party. 6.Survival Clause. The confidentiality and indemnification provisions of this Agreement shall survive the termination of this Agreement. 7. Assignment. Neither this Agreement nor Third Party's rights or obligations hereunder may be assigned without UBH's prior written approval. 8. Entire Agreement. (a) This Agreement is the entire understanding between the parties as to the subject matter hereof. (b) No modification to this Agreement shall be binding upon the parties unless evidenced in writing signed by the party against whom enforcement is sought. (c) Headings in this Agreement shall not be used to interpret or construe its provisions. (d) The alleged invalidity of any term shall not affect the validity of any other terms. (e) This Agreement may be executed in counterparts. IN WITNESS HEREOF, each of the parties causes this Agreement to be executed by a duly authorized representative. Group] By Authorized Signature Print Name Print Title Date Third Party] By Authorized Signature Print Name Print Title Date United Behavioral Health By Authorized Signature Print Name Print Title Date Exhibit C Products and Services Employee Assistance Program Services Product Schedule 1.Definitions. For purposes of this Schedule, the capitalized terms shall have the following meaning: Community Assistance Resource. A third party public or private facility, service, program, business, occupation or profession that provides services for the personal, educational, emotional or financial cares and concerns of individuals, including by way of example, services relating to education, medicine, mental health, substance abuse, law and finance. DOT: United States Department of Transportation. DOT Regulations: Regulations promulgated by the DOT pursuant to the Omnibus Transportation Employee Testing Act of 1991, and as codified as C.F.R. Part 40 (1994). Formal Referral. The term used in regards to a management referral whereby the manager identifies a performance problem that the Employee must address, and suggests the EAP as a resource that might be helpful in support of this goal. Informal Referral. The term used in regards to a management referral whereby a manager suggests to an Employee that the EAP could be helpful to assist with a personal problem. Mandatory Referral. The term used in regards to a management referral whereby a manager identifies a performance problem and requires that the Employee work with the EAP as a condition of employment retention. 2.Participant Effective Dates of Coverage for EAP Services. Subject to your payment of the applicable Total Monthly Fee, as set forth in Exhibit A, coverage for EAP services under this Agreement shall become effective for each Participant on the date specified by you. 3. Access to EAP Services. We will implement a plan to help the Participant resolve the issue prompting the request for EAP services through a joint effort between us and the Participant, which joint effort may include supportive counseling and problem-solving or when we deem appropriate, identifying a Community Assistance Resource for the Participant. 4.Employee Assistance Services. Subject to the terms of this Agreement, we shall provide Employee Assistance Program ("EAP") services as described below: a) Unlimited twenty-four (24) hour toll-free telephone access b) Telephonic consultation c) Assessment of Participant's needs during the Participant's initial phone call d) Up to six (6) Sessions per Participant per problem per contract year with a Participating Provider e) Referral to community resources f) Follow-up g) Management consultation and support services as a result of Informal Referrals, Formal Referrals and Mandatory Referrals from an Employee's supervisor or manager 5. Workplace Services a) Human Resource Consultation. We shall provide consultation and support to your human resource representatives on a variety of workplace concerns related to behavioral health twenty-four hours per day. b) Benefits Orientations. Upon request, we shall provide manager orientations to introduce our services to your managers upon thirty (30) days' prior written notice for scheduling purposes. We shall provide three orientations per Term. c) DOT Services. If your Employees are subject to DOT regulations, we shall provide access to Participating Substance Abuse Professionals who will provide consultation, coordination of services, and assistance in instances where your employees who work in safety sensitive positions test positive for drugs or alcohol as described in the DOT Regulations. Worklife Services Product Schedule 1.Definitions. For purposes of this Schedule, the capitalized terms shall have the following meaning: Adult/Elder Care Provider: A resource facility, service, program, business, occupation, or profession that provides resources for, or is affiliated and associated with the needs, problems, cares, and concerns of the adult or elderly and aged; including by way of example resources for programs, facilities, and services relating to psychological, social, physical, and medical needs, nursing homes, foster homes, acute, intermediate, inpatient, or outpatient care, residential resources, and resources for support services concerning transportation, homemaking, meals, government assistance, financial planning and legal services. Adult/Elder Care Services: Consultation and provision of information concerning the care and nurture of adults or elderly and aged dependents, and referrals to Adult/Elder resources including Adult/Elder Care Providers. ChildCare Provider: A person, business or entity maintaining, operating or controlling a child care, day care, sick child care facility, including centers, homes, before and after school care, preschool, cooperatives, camps and summer programs for day, night and/or weekend care. Child/Parenting Support Services: Consultation and provision of information concerning child development, parenting, and child care needs, and referrals to ChildCare resources including ChildCare Providers. Chronic Condition Support Services: Consultation and provision of information concerning living conditions and personal matters relating to a chronic medical condition (for example, cancer or depression) of a Participant, and referrals to Community Assistance Resources. Community Assistance Resource: A third party public or private facility, service, program, business, occupation or profession that provides services for the personal, educational, emotional or financial cares and concerns of individuals, including by way of example, services relating to education, medicine, mental health, substance abuse, law and finance. Life Learning Education Services: Consultation, education, and referrals to address school choices and concerns at the primary and secondary levels as well as assistance and referrals in selecting a college, community college, vocational school, or graduate school. Relocation Resources: Consultation, education and assistance in addressing and resolving personal and family concerns associated with a work related move from one geographic location to another, including, but not limited to, psychological, work, life, and family adjustment issues such as stress resulting from the move, selection of a school in a new location, child care, and adult/elder care assistance. 2.Services. We shall provide the following: 2.1 Child/Parenting Support Services a) Child/Parenting Referrals. Child/Parenting Support Services shall provide Participants with access to referrals to ChildCare Providers, Community Assistance Resources or other Child/Parenting Care Services. Participants are responsible for payment of any services received by a ChildCare Provider. b) Consultation with Participants. Child/Parenting Support Services may include our consultation with the Participant about his/her concerns or questions regarding child development or parenting. 2.2 Adult/Elder Support Services a) Adult/Elder Referrals. Adult/Elder Support Services shall provide Participants with access to referrals to Adult/Elder Care Providers, Community Assistance Resources or other Adult/Elder Support Services. Participants are responsible for payment of any services received by an Adult/Elder Care Provider. b) Consultation with Participants. Adult/Elder Support Services may include our consultation with the Participant about his/her concerns or questions regarding the care and nurture of an adult/elder dependent. 2.3 Chronic Condition Support Services a) Chronic Condition Support Services. Chronic Condition Support Services shall provide Participants with access to referral resources and support services for daily living with, or support for someone with, a chronic illness. b) Consultation with Participants. Chronic Condition Support Services may include our consultation with the Participant about his/her concerns or questions with regard to support for daily living with illness, social services, support groups, housing, travel special needs, or assistive technology and advocacy. 2.4 Life Learning Education a) Life Learning Education Services. Life Learning Education Services shall provide Participants with access to referral resources and support services for school concerns. b) Consultation with Participants. Life Learning Education Services may include our consultation with the Participant about his/her concerns or questions with regard to educational goals and needs. S 2.5 Relocation Resources a) Relocation Referrals. Relocation Referrals shall provide Participants with access to research and referral services on any aspect of life in a new location. b) Consultation with Participants. Relocation Services may include our consultation with the Participant about his/her concerns or questions with regard to relocation. Legal & Financial Services Product Schedule 1.Definitions. For purposes of this Schedule, the capitalized terms shall have the following meaning: Financial Counseling Referral: Access to information and/or referral to a financial counselor about a Participant financial matter. Legal Counseling Referral Services: Access to information and/or referral to a legal professional about a Participant legal matter. Family Mediation Services: Access to information and/or referral to a mediator to resolve family disputes in lieu of pursuing litigation. 2.Services. We shall provide the following: 2.1 Legal Counseling Referral a) Services. Legal Counseling Referral Services shall provide Participants with access to an attorney to consult about a personal legal matter. Within a reasonable time after obtaining information necessary to make a referral, eligibility will be determined for the Legal Counseling Referral Services and a free initial teleconference or face to face consultation between the Participant and an attorney will be arranged. If the attorney conducting the free initial legal assistance conference concludes that the needs of the Participant cannot be addressed through the initial free consultation, the Participant will be referred to another attorney ("referral attorney") or offered ongoing services with initial attorney at 75% of the attorney's standard charges. b) Limitation of Legal Counseling Referral Program. Notwithstanding anything to the contrary in this Agreement or Schedule, Legal Counseling Referral Services are not available for Participants seeking second legal opinions, third party consultation, or assistance with employment law related questions. 2.2 Financial Counseling Referral Services. Financial Counseling Referral Services shall provide Participants with telephone access to a financial counselor to discuss financial planning,debts, investments, or other financial matters. 2.3 Family Mediation Services. Family Mediation Services shall provide Participants with access to a mediator to help resolve family disputes when it is determined that mediation would be a good alternative to litigation. Liveandworkwell.com Services Product Schedule 1.Definitions. For purposes of this Schedule, the capitalized terms shall have the following meaning: Liveandworkwell.com: Our member portal, which provides Participants with access to benefit and resource information, an online article library, numerous interactive tools and online discussions. 2.Services. Liveandworkwell.com shall provide Participants with on-line access to information in one of the following major subject areas: family &friends, health & wellness, managing life changes, work & management and/or education & learning. Within the major subject areas, Participants may access the following: a) Benefits and Referral information specific to your benefit plan. b) Options for accessing our services c) An article library, which provides informational articles on topics, related to EAP and worklife issues. d) On-line discussion groups that discuss designated wellness, self-help and worklife topics. e) Resource information regarding mental health providers, schools (domestic and international), colleges, childcare, camps, adoption, elder care, and bureau of consular affairs. f) Interactive tools, including financial calculators, self-assessment tests, personal plans, and links to external resources. g) Message boards for Participants to pose questions, get answers, and share ideas. Communication Materials Product Schedule For the duration and subject to the terms of the Agreement, we will provide the following educational and information materials: 1.Educational Materials Written Information. We will provide individual Employees up to four pieces of written information per consultation. 2.Member Materials We will provide you with one brochure or flyer (including a perforated wallet card)that describes the benefit for every eligible Employee and a mutually agreed upon number of posters. We will also provide you with a sample Managers Resource Guide. All materials will include the toll-free telephone access number and the Group number, where appropriate. Training Services Product Schedule 1.Definitions. For purposes of this Schedule, the capitalized terms shall have the following meaning: Consultative Services. Services that incorporate a variety of approaches to effective employee management including needs analysis, human resource policy development, group facilitation, mediation of interpersonal and interdepartmental conflicts, and employee and management training and development programs. Critical Incident. An unexpected, disruptive event, including, but not limited to, occurrences such as death or serious illness of a co-worker, acts of violence, situations requiring emergency medical assistance, extremely inappropriate or disruptive workplace behavior, threatening external acts such as robberies, fires and bombings, and natural disasters. Critical Incident Stress Management ("CISM"). Services, which provide rapid, on-site intervention in response to any Critical Incident affecting the workplace. Specially trained debriefers conduct sessions that are educational in focus and help Participants understand how to process the normal emotional, mental, and physical reactions commonly experienced after a critical incident. Training. Training includes, but is not limited to, behavioral health seminars designed to build personal awareness in Participants and encourage individual responsibility in facing one's own personal problems and management development designed to help managers build the skills to improve both interpersonal and organizational effectiveness in relating to Employees. 2.Services 2.1 Training and Consultative Services. We shall provide Training and Consultative Services upon thirty (30) days prior notification by you for scheduling purposes. Annual Training and Consultative Service hours as set forth in Exhibit A do not carry over from term to term. Additional Training and Consultative Services are available on a fee-for-service basis as described in Exhibit A. 2.2 Critical Incident Stress Management ("CISM"). We shall provide Critical Incident Stress Management in response to any crisis or tragedy affecting the workplace. Debriefings are conducted within twenty-four (24) to forty-eight (48) hours after an incident occurs, based on the individual circumstances surrounding the incident. Annual Training hours as set forth in Exhibit A may be used to cover the cost of this on- site service. CISM services are available on a fee-for-service basis as described in Exhibit A.