2002 NS Manager - Town of Hillsborough for Employee Assistance Program Contract Renewal

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3.3 Emvlovee Count. As of the Effective Date,the Employee Count will be as set forth on Addendum A. If at any time prior to or during the Term,the number of Employees increases or decreases by more than fifteen percent(15%)relative to the last reported Employee Count,Sponsor shall notify Magellan of such change,and the basic fee(s)shall be adjusted in the next billing cycle to reflect the correct Employee Count. As appropriate,such adjustments may be made retroactively. If Sponsor's Employee Count decreases to less than ten (10)Employees in any billing cycle,Sponsor will be billed for a minimum of ten(10)Employees. 3.4 Provision of Services. (a) Generallv. Magellan,in its sole discretion,shall provide the Services hereunder either through its employees or the employees of an Affiliate of Magellan,or by retaining,directly or indirectly through an Affiliate of Magellan,independent contractors to provide the Services. (b) Compliance with Law. Magellan shall obtain and maintain,at its sole expense,all licenses and permits necessary for it to perform the Services. Sponsor agrees to provide such information and documents as may be necessary to assist Magellan in obtaining or maintaining such licenses or permits. Magellan and Sponsor agree to comply with all applicable Legal Requirements. (c) Insurance. Magellan agrees to obtain and maintain during the Term the following insurance coverages: (a)comprehensive general liability in a minimum amount of three million dollars ($3,000,000)in the aggregate and one million dollars($1,000,000)per occurrence(in excess of deductible amounts) and(b)professional liability insurance in a minimum amount of five million dollars($5,000,000)in the aggregate and per occurrence(in excess of deductible amounts). (d) Special Terms in California. If Sponsor has Employees in California,as indicated on Addendum A,special terms,set forth in Addendum B to this Agreement,apply in California in order to comply with the Knox-Keene Health Care Service Plan Act of California. In the event of any conflict between the provisions in Addendum B and the remainder of the Agreement,the provisions of Addendum B control with respect to Participants located in the State of California. ARTICLE IV MISCELLANEOUS 4.1 Survival. In addition to those covenants and obligations,if any,specified elsewhere herein to survive,the covenants and obligations contained in Sections 1.2 and 3.1 shall survive the termination of this Agreement. 4.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when(i)delivered personally or(ii)received by the addressee,if sent by telecopier(receipt confirmed by telephone),Express Mail,Federal Express or other express delivery service(receipt requested)or by registered or certified mail,return receipt requested,in each case to the other party at the following addresses and telecopier numbers(or to such other address or telecopier number for a party as shall be specified by like notice; provided that notices of a change of address or telecopier number shall be effective only upon receipt thereof): To Magellan: Magellan Behavioral Health,Inc. 10150 South Centennial Parkway Sandy,Utah 84070 Attention:Legal Department telecopier: (801)256-7088 To Sponsor: the address set forth on Addendum A Magellan Behavioral Health,Inc. 5 Rev. 07/27/01 Growing Business Services Agreement