HomeMy WebLinkAbout20100288.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR EMPLOYEE ASSISTANCE PROGRAM AND AUTHORIZE
CHAIR TO SIGN - LIVE WELL SOLUTIONS, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with an agreement between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, and Live
Well Solutions, LLC, commencing May 1, 2010, and ending May 1, 2013, with further terms and
conditions being as stated in said agreement, and
WHEREAS,after review,the Board deems it advisable to approve said agreement,a copy of
which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the agreement between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, and Live Well Solutions, LLC,be,and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 8th day of February, A.D., 2010.
BOARD OF COUNTY COMMISSIONERS
ELD COUNTY, COLORADO
ATTEST: — ;' C
M '`.:`_>M y la a emach r, Chair
Weld County Clerk to the Boa s}\` ;, --_i
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Depyft bara Kirkmeyer, Pro-Tem Clerk t the Board
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Attorney Li! L
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Lo David E. Long
Date of signature: a a3 ho
2010-0288
t 1 ' PE0027
/ Li vEWa O ORIC-77 0 -1/moo% 0
AGREEMENT II
THIS AGREEMENT is entered into by LIVE WELL SOLUTIONS,LLC,a Nevada corporation of
9101 West Sahara Avenue,Suite A16,Las Vegas,NV 89119-5772 (Live Well Solutions) and WELD COUNTY,
915 106 Street, Greeley,CO 80632 (Employer).
RECITALS :
A. Employer wishes to provide a program of services for its employees and their dependents.
B. Among its business activities,LIVE WELL SOLUTIONS organizes, operates,and evaluates such
programs for employers.
NOW,THEREFORE,in consideration of the following mutual covenants, conditions, representations, and
promises,LIVE WELL SOLUTIONS and Employer agree as follows:
1. Employer's Program. LIVE WELL SOLUTIONS agrees to provide such program to Employer
consisting of the services defined in this Agreement and the attached Exhibits.
2. Scope of Services. LIVE WELL.SOLUTIONS shall provide services to the Employer's eligible
employees and dependents. Services are outlined in Exhibit A, "Scope of Services."
3. Area of Service. LIVE WELL SOLUTIONS shall furnish services to designated employees and
dependents in the geographic service area(s) specified in Exhibit B, "Scope of Coverage, Rates, and Payments."
4. Optional Services and Fees. Employer may request any of the services listed in Exhibit C,
"Optional Services and Fees," on a fee for service basis.
5. Special Provisions. Exhibit D, "Special Provisions" contains specially negotiated provisions
which are controlling for purposes of this Agreement. If any of the contents of this Agreement are inconsistent with
the provisions of Exhibit D, Exhibit D shall be controlling because it contains specifically negotiated terms.
6. Payment and Notification. Employer agrees to pay LIVE WELL SOLUTIONS such sums,at
such times,and under such conditions as set forth in Exhibit B, "Scope of Coverage, Rates and Payments." All
payments due to LIVE WELL SOLUTIONS and notifications between the parties as required by this Agreement
shall be remitted to the address shown in the signature section on page 4 of this Agreement. Notifications shall be by
certified mail.
Employer agrees to pay interest at the rate of 1.0% per month on all amounts not paid within 30 days
after the date of LIVE WELL SOLUTIONS' invoice.
7. Term. The term of this Agreement shall commence on the 1st day of May, 2010 and shall remain in full
force and effect for three (3) years, subject to earlier termination as provided herein.The number of employees
covered, rates,and payment provisions agreed to by the parties are outlined in Exhibit B, "Scope of Coverage,
Rates, and Payments."
8. Exhibits Incorporated Into Agreement. Attached to and by this reference incorporated into and
made part of this Agreement are the following exhibits:
Exhibit A- Scope of Services
Exhibit B - Scope of Coverage, Rates, and Payments
Exhibit C- Optional Services and Fees
Exhibit D - Special Provisions 2010-0288
9. General Provisions.
(a) Professional Oualifications. Services pursuant to this Agreement shall be provided by qualified,
clinical professionals able to perform their assignments without conflict of interest. LIVE WELL SOLUTIONS,in
its sole discretion, shall provide such professional services either from its employees or by retaining qualified
professionals as independent contractors to provide services under this Agreement. If independent contractors are
utilized, LIVE WELL SOLUTIONS shall nevertheless be solely responsible for ensuring that services are provided by
such independent contractors as required by this Agreement.
(b) Legal Compliance. LIVE WELL SOLUTIONS shall be required to obtain,at its sole expense,all
necessary licenses and permits. Both LIVE WELL SOLUTIONS and Employer agree to comply with all applicable
local, state,and federal laws, rules,and regulations prohibiting discrimination or otherwise regulating the terms and
conditions of employment.
(c) Confidentiality. Employer agrees that all participation by its employees and their dependents in
programs hereunder is confidential. LIVE WELL SOLUTIONS shall not disclose to Employer any information with
respect to program participants obtained by LIVE WELL SOLUTIONS pursuant to their participation in programs
hereunder, except with the written consent of those participants or as required by law. LIVE WELL SOLUTIONS
shall have exclusive control over the direction and guidance of the professionals rendering services under this
Agreement. LIVE WELL SOLUTIONS agrees to keep confidential all Employer information obtained in the course
of delivering services.
(d) Employer's Rights Respecting Employees. In entering into this Agreement,Employer is not
relinquishing any of its rights and obligations to control any aspects of the employment relationship between
Employer and participants in programs hereunder. LIVE WELL SOLUTIONS agrees that the programs it provides
for Employer hereunder will not be made available as a sanctuary of disciplinary immunity for employees of
Employer. Employer agrees that LIVE WELL SOLUTIONS shall bear no responsibility with respect to Employer's
decisions or actions concerning discipline or termination of its employees.
(e) LIVE WELL SOLUTIONS Proprietary Data and Materials. Employer agrees that all
publications furnished by LIVE WELL SOLUTIONS pursuant to this Agreement shall remain LIVE WELL
SOLUTIONS' sole property and Employer will do nothing to interfere with or appropriate LIVE WELL
SOLUTIONS'proprietary rights therein. At the termination of this Agreement, Employer agrees to return all such
materials remaining unused to LIVE WELL SOLUTIONS. Further, Employer agrees that it will not appropriate for
its own use the systems or knowledge acquired from LIVE WELL SOLUTIONS hereunder. Employer agrees to
keep confidential and not to disclose to any such person or entity,except the employees of Employer and others
entitled to such disclosure by law, the information and/or management reports or systems utilized by LIVE WELL
SOLUTIONS in discharging its responsibilities.
(I) Employer's Obligations. Employer agrees to cooperate with LIVE WELL SOLUTIONS as
necessary for LIVE WELL SOLUTIONS to perform under this Agreement including, at a minimum, distributing
promotional literature provided by LIVE WELL SOLUTIONS to employees and their family members and providing
an individual to act as a liaison.
(g) Status of the Parties. LIVE WELL SOLUTIONS and Employer agree that LIVE WELL
SOLUTIONS is an independent contractor and,except as otherwise provided in this Agreement or its exhibits,
neither is the agent of the other, nor is either authorized to act on behalf of the other in any manner. LIVE WELL
SOLUTIONS shall be required, at its sole expense,to provide all supplies,equipment, and personnel necessary for its
performance as required herein.
10. Indemnity and Insurance.
(a) LIVE WELL SOLUTIONS and Employer shall each indemnify and hold the other harmless from
damages (as defined in subparagraph lob below) suffered by any party to the extent that such damages are based upon
the acts or omissions of the indemnifying party,its employees and/or agents.
(b) For purposes of this paragraph 10, "damages" shall mean the liability, expressed in monetary terms,
which a party becomes obligated to pay to a third party,whether by judgment,arbitration, settlement,or otherwise,
plus the costs and expenses (including reasonable attorney's fees) incurred by that party in defending itself from such
claim.
(c) LIVE WELL SOLUTIONS agrees to obtain and maintain during the term of this Agreement the
following insurance: comprehensive general liability at a minimum amount of$1,000,000 per occurrence and
$3,000,000 in the aggregate;
(d) If either party Finds it necessary to institute legal proceedings to protector enforce any rights
hereunder, the prevailing party shall be entitled to recover from the other party reasonable attorney's fees and costs,
plus all other reasonable expense necessarily incurred in any such proceedings.
11. Termination: Either party may terminate this Agreement without cause upon giving the other party
sixty (60) days'written notice specifying the effective date of such termination.
12. Procedures upon Termination:
(a) Generally. Upon termination of this Agreement,LIVE WELL SOLUTIONS shall deliver to
Employer final reports of Employer's program hereunder. Employer shall deliver to LIVE WELL SOLUTIONS all
unused proprietary materials. The confidentiality and nondisclosure provisions of this Agreement shall survive
termination and shall remain binding upon each party. Employer shall pay LIVE WELL SOLUTIONS for fees
earned on a pro-rata basis for all services provided prior to termination. LIVE WELL SOLUTIONS shall refund fees
prepaid by Employer on a pro-rata basis applicable to post-termination periods.
(b) Existing Clients. Employer acknowledges that at the time of termination, some of its employees or
their dependents may be active cases receiving services from LIVE WELL SOLUTIONS and it may be unethical
and/or illegal to terminate such services without providing further treatment for such clients. Prior to the termination
date,LIVE WELL SOLUTIONS shall furnish Employer with a list of the number of active cases which fall into this
category, together with certification that it has examined the nature of the active cases and that further treatment is
recommended. Employer shall allow LIVE WELL SOLUTIONS to continue to provide such services on reasonable
payment terms acceptable to LIVE WELL SOLUTIONS or to make other clinically acceptable arrangements for
continued services.
13. Assignment. Neither party may assign its rights or delegate its duties hereunder without the prior
written consent of the other,provided,however,that either party may make such an assignment or delegation to a
subsidiary or parent entity, as long as such assignment or delegation does not result in a material change in the non-
assigning party's rights and/or duties.
14. Entire Agreement. This Agreement,including all exhibits,contains all of the terms and conditions
of the agreement between LIVE WELL SOLUTIONS and Employer. There are no representations or
understandings except as contained herein. This Agreement may only be changed by a written instrument signed by
both parties.
15. Governing Law. This Agreement has been entered into between the parties in Nevada and,unless
the parties specify a different jurisdiction in Exhibit D, "Special Provisions," the laws of such state shall govern its
interpretation and enforcement.
16. Arbitration. The parties agree to meet and confer in good faith to resolve any problems or disputes
that may arise under this Agreement. Any controversy or claim arising from or relating to this Agreement that cannot
be amicably resolved shall be settled by arbitration in accordance with the rules of the American Arbitration
Association under its Commercial Arbitration Rules, and judgment upon the award rendered may be entered in any
court having jurisdiction thereof.
LIVE WELL SOLUTIONS, LLC
B Date: i cam. .5/ 27/0
Name: I Agre
Tide: VP Sales&Account Management
9101 West Sahara Ave,Suite A16
Las Vegas,NV 89119
Tel. #(866) 831-2181
WE COUNTY.
Byr t o cJ2cni cLc-- Date: FEB 0 8 2010
Name: Diglas Rad macher
Tide: Chair,Board of County Commissioners,Weld County Colorado
Address: 915 10th Street
Greeley,CO 80632
Tel. #: 970-356-7220
gD/G'-Daf'P
EXHIBIT A
SCOPE OF SERVICES
1. EAP General Program Services
Employer wishes to provide an Employee Assistance Program (EAP) for its employees through which employees and
their dependents are able to obtain appropriate and necessary care for problems they may suffer, and for such other
personal problems as may interfere with their productivity and general well-being.
LIVE WELL SOLUTIONS agrees to provide such program to the Employer and consists of the following
services:
a) Counseling sessions including an initial evaluation to identify problems,with follow-up contact as deemed
appropriate by the counselor&LIVE WELL SOLUTIONS. LIVE WELL SOLUTIONS agrees to provide a
maximum of three (3) counseling sessions (hours) per incident per year for each eligible employee and their family
members. A counselor may deem it necessary to hold longer sessions to facilitate the needs of the client. If session
length is extended, the number of sessions are reduced to equal a maximum of counseling hours.
b) A plan of assistance, including referral to outside agencies, for employees and their dependents who seek
assistance through the EAP. Dependents, also referred to as eligible family members,are those individuals living with
the employee or eligible for coverage under the employee's health insurance policy maintained through the Employer.
Fees incurred by any employee or family member at agencies other than LIVE WELL SOLUTIONS are not included
in the EAP coverage and arc the full responsibility of the employee or eligible family member.
c) Twenty-four hour, seven-day per week, toll-free telephone crisis counseling.
d) Work/Life resources including the following:
(1) Telephonic legal information and referral,including 30 minute consultation and 25"/% reduction in
attorney fees thereafter. LIVE WELL SOLUTIONS excludes employment issues from telephonic
legal information and referral;
(2) Telephonic financial information;
(3) Telephonic child care information and referral;
(4) Telephonic elder care information and referral;
(5) LAP web resources via www.livewcllworklife.com,company code: Weld;
e) Standard Utilization Reports submitted regularly (as specified in 2 b) of this Exhibit). The reports will not
indicate the names of employees using the service. The frequency of reporting is specified below.
f) Promotion of the EAP by making the following available:
(1) Initial orientation for employees and supervisors,and annually thereafter as requested by Employer;
(2) Employee brochures and wallet cards distributed at orientation sessions;
(3) Supervisor brochure provided for distribution;
(4) EAP promotional materials provided to Employer for distribution (promotional materials may be in
the form of electronic tip sheets&newsletters,brochures, or handouts);
(5) Posters displaying a toll-free hotline telephone number to reach an EAP counselor 24 hours per day;
(6) Additional services;which the parties may agree to as outlined below.
g) Optional Services provided on a fee-for-service basis at the request of the Employer. Optional Services and
Fees are shown in Exhibit C, "Optional Services and Fees."
2. EAP Program Services Specific to Employer
LIVE WELL SOLUTIONS and Employer agree to the following stipulations as to level of service:
a) Number of Sessions
LIVE WELL SOLUTIONS and Employer agree to provide a maximum of three (3) counseling sessions
(hours) per incident per year for employees and their dependents.
b) Standard Utilization Reports
LIVE WELL SOLUTIONS will provide Employer with Standard Utilization Reports at least on a regular
basis which shall be: quarterly (_X_) or annual ( ). Occasionally,Employer may request special (non-
standard) reports from LIVE WELL SOLUTIONS. The formats, frequency,and price for the custom reports are
specified in Exhibit D, "Special Provisions."
EXHIBIT B
SCOPE OF COVERAGE, RATES AND PAYMENTS
1) Number of Employees Covered
Employer agrees to provide LIVE WELL SOLUTIONS with a detailed list of employees and their
geographic area of employment at the inception of the Agreement. LIVE WELL SOLUTIONS shall provide services
pursuant to this Agreement to all employees in the geographic areas to which both parties agree as indicated below or
in the attachment if the below space is not adequate:
Employee Location Employee Count
Greeley, Pt.Lupton, 1,150
& Longmont,CO
Total 1,150
Unless other arrangements are made by Employer and LIVE WELL SOLUTIONS,Employer agrees to
monthly ( ) or quarterly (_X_ provide LIVE WELL SOLUTIONS with an accurate and updated number of
employees and their locations for the purpose of calculating fees owed to LIVE WELL SOLUTIONS. These counts
and locations shall be provided to LIVE WELL SOLUTIONS by mail or facsimile 15 days prior to the end of the
billing cycle. The updated number of eligible employees will be indicated on the next month's invoice.
2) Rates
May 1, 2010 through April 30,2011 $1.50 per employee per month
May 1,2011 through April 30, 2012 T.B.D. based on utilization;increase not to exceed 4°A
May 1, 2012 through April 30, 2013 T.B.D. based on utilization;increase not to exceed 4%
Employer shall compensate LIVE WELL SOLUTIONS at a rate of$1.50 per employee per month for
services provided by LIVE WELL SOLUTIONS which are included in the Agreement. The renewal rate will be
determined prior to each anniversary date with any increase not to exceed 4%,unless other terms are agreed to in
writing by both parties at the time of renewal. Optional Services shown in Exhibit C will be provided at LIVE WELL
SOLUTIONS'current rate during any renewal term of this agreement. The parties agree that the rate is firm and not
subject to any refunds, rebates,or other changes unless agreed to in writing and specified in Exhibit D, "Special
Provisions."
3) Payments
Employer will pay LIVE WELL SOLUTIONS on a monthly (_), quarterly (_X_) or annual ( ) basis in
advance of the service period.
EXHIBIT C
OPTIONAL SERVICES AND FEES
Services Description Fees Expenses
Topical Topical Training, also called "Brown Bag Lunch" $150 per hour of travel and
Training Programs, are brief(typically one-hour) introductions training. expenses
to relevant and timely topics. The employer may select incurred
from a list of topics or request a custom-developed $75 per hour of
program. Training is held in the workplace or at a custom program
specified site. development
CISD Critical incident/Stress Debriefing $250 per hour per travel and
staff person expenses
incurred
DoT $700 per evaluation
Substance
Abuse
Evaluations
Customized Employer may desire to add Employer's name and/or incremental cost to
literature and logo to LIVE WELL SOLUTIONS'literature and LIVE WELL
promotional promotional items or may desire to create custom SOLUTIONS plus
items literature and promotional items. 10% admin. fee
EXHIBIT D
SPECIAL PROVISIONS
Notwithstanding any stated provision of the main Agreement, the parties have negotiated and agreed to the
following special provisions.
Rates:
May 1, 2010 through April 30,2011 $1.50 per employee per month
May I, 2011 through April 30,2012 T.B.D. based on utilization;increase not to exceed 4%
May 1, 2012 through April 30,2013 T.B.D. based on utilization;increase not to exceed 4%
Seven (7) hours of on-site services included per year as requested at no additional fee. On-site hours to be used for
employee orientation, supervisor training, topical training&critical incident services.
EXHIBIT E
BUSINESS ASSOCIATE AGREEMENT
This addendum is by and between Live Well Solutions,LLC ("LIVE WELL SOLUTIONS") and Weld County. and
("Customer"). The parties agree that the following clauses set forth in this Addendum shall be part of the Master
Agreement dated May 1s°,2010 between LIVE WELL SOLUTIONS and Customer ("the Services Agreement"). Any
conflicts or inconsistencies between the Services Agreement or any other addendum and this Addendum shall be read
and resolved in favor of this Addendum. The added clauses are as follows:
1. In rendering the services described herein, LIVE WELL SOLUTIONS may create, receive from or transmit to
Customer individually identifiable health information pertaining to Customer's covered persons, which is
"protected health information" ("PHI") within the meaning of the regulations promulgated pursuant to the
Health Insurance Portability and Accountability Act ("HIPAA") and codifed at 45 CFR Part 160 and Part 164
(the "HIPAA Privacy Rule") as amended from time to time, and/or non-public personal information within the
meaning of the Gramm Leach Bliley Act and applicable state law and/or regulations ("NPPI").
2. LIVE WELL SOLUTIONS agrees not to use or disclose PHI or NPPI which has not been deidentified except:
in conjunction with the services described in the Services Agreement; as covered entities are permitted by the
HIPAA Privacy Rules; to provide data aggregation services related to the health care operations of the Customer;
to deidentify the PHI as is consistent with Section 164.514(6) of the Privacy Rule; to fulfill LIVE WELL
SOLUTIONS's present or future legal responsibilities, or for LIVE WELL SOLUTIONS's proper management
or administration. LIVE WELL SOLUTIONS agrees to report to the Customer any use or disclosure of the PHI
or NPPI not provided for in this Section.
3. LIVE WELL SOLUTIONS agrees to use appropriate safeguards to prevent the use or disclosure of PHI and
NPPI which are contrary to the uses or disclosures authorized herein.
4. LIVE WELL SOLUTIONS agrees to enter into agreements imposing requirements equivalent to those set forth
in this Addendum on any agents or subcontractors utilized in providing the services set forth in the Services
Agreement who receive PHI or NPPI.
5. LIVE WELL SOLUTIONS will make its internal practices, books, and records relating to the use and disclosure
of PHI received from, or created on behalf of, the Customer available to the Secretary of the Federal Department
of Health and Human Services for purposes of determining the Customer's compliance with the HIPAA Privacy
Regulation.
6. LIVE WELL SOLUTIONS will, at termination of the Services Agreement, if feasible, return or destroy all PHI
received from, or created by LIVE WELL SOLUTIONS on behalf of, the Customer which LIVE WELL
SOLUTIONS and/or its subcontractors or agents still maintain in any form, and, if feasible, will not retain any
copies of such information. If such return or destruction is not feasible, LIVE WELL SOLUTIONS will extend
the protections of Sections 2-5 to the PHI and limit further uses and disclosures to those purposes that make the
return or destruction of the PHI infeasible and cause its agents and subcontractors to do likewise.
•
7. Effective April 14, 2003, within twenty (20) days of a request by the Customer for access to PHI about an
individual contained in a Designated Record Set (as such Set is then defined by the HIPAA regulations), LIVE
WELL SOLUTIONS shall make available to the Customer such PHI for so long as such information is
maintained in the Designated Record Set as set forth in 45 C.F.R. § 164.524. The Parties shall cooperate with
each other in developing methodologies to identify and/or summarize those portions of the Designated Record
Set that may be applicable to Customer's covered persons who agree to receiving their PHI in such a manner.
The Customer shall pay LIVE WELL SOLUTIONS its reasonable copying costs in preparing copies of such PHI
for any and all of these purposes. In the event any of Customer's covered persons request access to PHI directly
from LIVE WELL SOLUTIONS, LIVE WELL SOLUTIONS shall, as soon as reasonably possible, forward
such request to Customer. Any responses to or denials of access to the PHI requested shall be the responsibility
of Customer,
8. Effective April 14,2003, within forty-five (45) days of receipt of a request from the Customer for the amendment
of an individual's PHI or a record regarding an individual contained in a Designated Record Set, LIVE WELL
SOLUTIONS shall, to the extent required by 45 C.F.R. § 164.526,incorporate any such amendments to the PHI.
9. Effective April 14, 2003, within forty-five (45) days of receipt from the Customer of a request for information
necessary for the Customer to respond to a request for an accounting of disclosures pertaining to an individual
serviced pursuant to this Agreement, LIVE WELL SOLUTIONS shall furnish the Customer information as to
those disclosures of PHI,if any, which are subject to the accounting provided for in 45 C.N.R. § 164.528.
10. Unless othenvise terminated as provided in Sections 11 and 12, this Addendum shall become effective on the
Effective Date and shall have a term that shall run concurrently with that of the Services Agreement, and will
automatically terminate without any further action of the Parties upon the termination or expiration of the
Services Agreement. In addition, however, certain provisions and requirements of this Addendum shall survive
its expiration or other termination in accordance with Section 13 herein.
1 I. Termination by Customer. If Customer determines that LIVE WELL SOLUTIONS has engaged in a pattern
of activity that constitutes a material breach of this Addendum, then Customer shall provide LIVE WELL
SOLUTIONS with written notice of the existence of the alleged breach and shall provide LIVE WELL
SOLUTIONS with thirty (30) calendar days to cure said breach. Failure by LIVE WELL SOLUTIONS to cure
said shall be grounds for immediate termination of the Services Agreement by Customer, or Customer may judge
that termination is not feasible and may report the problem to the Secretary of Health and Human Services in lieu
of termination.
12. Termination by LIVE WELL SOLUTIONS. If LIVE WELL SOLUTIONS determines that the Customer
has engaged in a pattern of activity that constitutes a material breach of this Addendum, then LIVE WELL
SOLUTIONS shall provide Customer with written notice of the existence of the alleged breach and shall provide
Customer with thirty (30) calendar days to cure said breach. Failure by Customer to cure said breach shall be
grounds for immediate termination of the Services Agreement by LIVE WELL SOLUTIONS.
13. Consent. Customer agrees to obtain any consent or authorization that may be required under the Privacy Rule
or state law prior to furnishing the PHI and NPPI to LIVE WELL SOLUTIONS. Customer will not furnish
LIVE WELL SOLUTIONS with PHI that is subject to any restrictions agreed to by Customer as provided for in
Section 164.522 of the Privacy Rule or otherwise.
14. Security Rule. Effective as of April 21,2005,LIVE WELL SOLUTIONS will:
(a) Implement administrative, physical and technical safeguards that reasonably and appropriately protect the
confidentiality, integrity and availability of electronic PHI that it creates, receives, maintains or transmits on
behalf of LIVE WELL SOLUTIONS as required by the security provisions of HIPAA as codified in 42
C.F.R. Part 164, as the same may be amended, modified or superceded from time to time (the "Security
Rules");
(b) Ensure that any agent, including a subcontractor, to whom LIVE WELL SOLUTIONS provides such
electronic PHI agrees to implement reasonable and appropriate safeguards to protect it;and
(c) Report to Customer any security incident effecting LIVE WELL SOLUTIONS that LIVE WELL
SOLUTIONS is made aware and that poses a real threat to Customer's electronic PHI.
15. Interpretation. The terms and conditions of this Addendum shall be construed in light of any applicable
interpretation of and/or guidance on the HIPAA Privacy Rule issued by HHS or the Office of Civil Rights from
time to time. Except to the extent specified by this Addendum, all of the terms and conditions of the Services
Agreement shall be and remain in full force and effect.
16. Third Party Beneficiaries. Nothing in this Addendum shall be construed to create any third party beneficiary
rights in any person,including any provider,member or other individual covered by any Customer plan.
17. Plan Sponsor requests. If Customer is a plan sponsor,Customer agrees to limit its requests for PHI to summary
health information and use such data for the purpose of obtaining premium bids or for modifying, amending or
terminating the group health plan or to use the PHI for plan administration functions following the provision to
the Plan of the certification and amendment of the Plan documents each as described in 45 C.F.R. 164.504(0(2).
18. This Addendum may be executed in any number of counterparts, each of which shall be deemed an original.
Facsimile copies thereof shall be deemed to be originals.
19. If any controversy, dispute or claim arises between the Parties with respect to this Addendum, the Parties shall
make good faith efforts to resolve such matters informally.
20. Neither Party shall be liable to the other party for any incidental consequential or punitive damages of any kind
or nature,whether such liability is asserted on the basis of contract, tort (including negligence or strict liability),or
otherwise,even if the other Party has been advised of the possibility of such loss or damages.
21. Sections 6,7,8,9 and 20 shall survive the term of this Addendum.
INTENDING TO BE LEGALLY BOUND,the Parties hereto have duly executed this Addendum.
Live Well Solutions, LLC Weld County. (Customer)
Si •
Print Name: Kyle Agre Print Name: Douglas R demacher
Title:VP Sales&Account Management Tide: Chair,Board of County Commissioners,
Weld County Colorado
Date: erL. ��2O/C) Date: FEB 0 8 2010
/6/6-0.288
SOLUTIONS
February 17, 2010
Jewel Vaughn
Weld County
915 10th Street
Greeley, CO 80632
Dear Jewel,
Thank you for choosing Live Well Solutions to be the Employee Assistance Program provider
for Weld County. We are excited for the opportunity to serve your organization, its employees
and their families.
I have enclosed two copies of the Employee Assistance Program Agreement for your review.
This agreement is effective May 1, 2010 through April 30, 2013. Upon your review, please
return one signed copy in the envelope provided.
Please do hesitate to call or e-mail me if you have any questions regarding this agreement or any
of the services provided by Live Well Solutions. I would be happy to visit or meet with you to
discuss them further.
Sincerely,
Kyle Agre
VP Sales & Account Management
Live Well Solutions
701-429-1242
kagre@livewellworklife.com
Live Well Solutions, LLC, 1100 191h Avenue North, Box 155, Fargo, ND 58102, 701.429.1242 b1010 Oa`272
(it0 BOARD OF COUNTY COMMISSIONERS
PHONE: (970) 33970) 3 4200
FAX: (970) 352-0242
915 10TH STREET
P.O. BOX 758
GREELEY, COLORADO 80632
COLORADO
February 10, 2010
Ms. Susan Baker
APS Healthcare
21 Governor's Court, Suite 100
Baltimore, MD 21244
RE: Weld County EAP
Contract#1185
Dear Susan:
I am writing to notify you that we wish to cancel our group EAP Contract#1185, effective May 1,
2010.
Please review our account and submit a final billing showing any credits and/or debits which
have accrued for the EAP coverage. If you have any questions, please contact our Broker/
Consultant, Masoud Shirazi at (970) 356-5151.
Thank you for your past service.
Very truly yours,
WELD COUNTY BOARD OF COMMISSIONERS
Douglas Rademacher, Chair
DR/jv
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