2016-614-E HR - Magellan Healthcare, Inc. - EAP services to OC Employees

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DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 4.1 Term. The term of this Agreement shall be for forty-two (42) months beginning on the Effective Date. Thereafter, the Agreement shall automatically renew for successive one (1) year terms from the Contract Anniversary Date unless terminated as provided in Section 4.2 or either party gives the other written notice of nonrenewal not less than sixty(60) days prior to the expiration of the term of this Agreement or any renewal thereof. 4.2 Termination. This Agreement may be terminated as follows: 4.2.1 Material Breach. Either party may terminate for a material breach of the Agreement, other than non-payment of Service Fees, but only if the party seeking to terminate has first given the party in breach written notice specifying the nature and, so far as then known, the extent of the breach and the action required to correct the breach. The party in breach shall be afforded thirty (30) days (or such additional time as the non-breaching party may reasonably allow, as confirmed in writing) to cure the breach or achieve substantial cure if a complete cure cannot be reasonably effectuated within the designated period. If the breach remains uncured at the expiration of the designated period, the non-breaching party may, at any time that the breach remains uncured thereafter, terminate this Agreement upon five (5) business days' advance written notice. 4.2.2 Non-payment of Fees. Magellan may terminate for a default by Sponsor in its payment obligations under this Agreement unless there is a bona fide dispute regarding the Service Fees due. Provided, Magellan shall not terminate the Agreement for non-payment of undisputed Service Fees unless Sponsor's payment is delinquent for more than thirty (30) days, Sponsor has been duly notified of the delinquency by Magellan, and at least thirty (30) days have elapsed since the date of notification of delinquency. If Sponsor pays the delinquent amount in full, including any accrued interest, prior to the next payment date after cancellation of the Agreement and the Agreement was not previously cancelled for non-payment during the 12-month period prior to the effective date of cancellation, Magellan shall reinstate the Agreement as though it had never terminated. During the period of time from the date of notice to Sponsor of the delinquency through any reinstatement of the Agreement, Magellan shall not be obligated to perform on- site services (e.g., Service Hours, CISM Services), deliver print communications materials to Sponsor, or refer new Participant cases to an EAP Counselor for In-Person Sessions (as defined in Addendum A of this Agreement). 4.2.3 Miscellaneous Events. Either party may terminate this Agreement immediately upon written notice to the other party if: (a) the other party engages in fraud or intentional misrepresentation in connection with a decision to enter into this Agreement or fulfill any obligations hereunder, (b) the other party ceases to operate, or (c) the other party becomes legally disqualified to perform, unless such disqualification can be remedied without a disruption in the performance of this Agreement. 4.2.4 Non-Appropriation. Magellan acknowledges that Sponsor is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Sponsor's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Sponsor immediately upon written notice to Magellan of the unavailability and non-appropriation of public funds. It is expressly agreed that Sponsor shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the Sponsor's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Sponsor's authority to continue its 2016MM 3