CONTRACT 8504 Vender Agreement'M N
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
BETWEEN
MANAGED HEALTH NETWORK
AND
CITY OF EL SEGUNDO
GROUP #8504
This Employee Assistance Program Services Agreement ( "Agreement "), is to be effective the 1 st day of January,
2008, by and between MANAGED HEALTH NETWORK ( "NIHN "), a California corporation, and CITY OF
EL SEGUNDO ( "Client ") with reference to the following facts:
RECITALS
WHEREAS, Client wishes to establish an Employee Assistance Program as defined herein, for the benefit
of its employees and their Dependents.
WHEREAS, MHN is licensed as a specialized health care service plan under the Knox -Keene Health Care
Service Plan Act of 1975, as amended.
WHEREAS, MHN has experience in providing Employee Assistance Program services and has established
a network of professional providers to render required Employee Assistance Program services.
WHEREAS, Client wishes to engage MHN to provide such services and MHN wishes to provide the same
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties agree as follows:
1. DEFINITIONS
1.1 "Combined Evidence of Coverage and Disclosure Form (Evidence of Coverage)" - A document as
issued by M1 4N to a Covered Person that describes the specific Covered Services available to that Covered Person
under a specific Employee Assistance Program Services Agreement.
1.2 "Covered Person or Member" - any individual who, pursuant to this Employee Assistance Program
Services Agreement, is eligible for EAP benefits as a Subscriber or Dependent.
1.3 "Critical Incident Stress Debriefing (CISD)" — a group meeting or discussion regarding a distressing and
traumatic incident occurring in the workplace. These meetings are conducted by trained 'and qualified MHN
providers and generally are conducted at the workplace. y
1.4 "Dependent" - any person who:
either:
is the spouse or registered domestic partner of a Subscriber;
2. is a dependent child of a Subscriber or Subscriber's spouse or registered domestic partner, who is
a. unmarried and age eighteen (18) or less; or
b. over the age of eighteen (18) and incapable of self - sustaining employment by reason of mental
retardation or physical handicap incurred prior to age nineteen (19) and chiefly dependent upon the Subscriber or
Subscriber's spouse for support and maintenance. Proof of such incapacity and dependency must be furnished to
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Client within thirty-one (3 1) days of such Dependent's attainment of his or her nineteenth (19th) birthday and each
birthday thereafter;
3. is an unmarried Dependent child of Subscriber or Subscriber's spouse age twenty-five (25) or less
who is attending a recognized college or university, trade or secondary school on a full -time basis. MHN may
request student status of any such Dependent on a periodic basis.
A Dependent of a Subscriber or Subscriber's spouse becomes eligible to receive Covered Services on the date on
which the Dependent becomes a Dependent of Subscriber or Subscriber's spouse. For adopted and foster children of
Subscriber or Subscriber's spouse, coverage will begin at the moment the child is placed in the custody of the
adoptive or foster parents.
1.5 "Employee Assistance Program" ( "EAP ") - the MHN program for the Assessment and Referral of
Covered Persons as described in this Agreement, including short -term telephonic counseling as authorized by MHN.
1.6 "Initial Term" - the initial period of the Term of this Agreement as set forth at Paragraph 5.1, below.
1.7 "Intake Line" - a telephone number available twenty four (24) hours each day, seven (7) days each week
to provide access to MHN's EAP services pursuant to this Agreement.
1.8 "Monthly Fee" - the amount to be paid to MHN by Client as set forth at paragraph 4.1.
1.9 "Participating Provider" - a professional contracting with MHN or its affiliates who furnishes Employee
Assistance Program services to Covered Persons.
1.10 "Plan" - the Client's general health benefits plan established for its employees.
1.11 "Session" - any (a) in- person or telephonic consultation with a Covered Person in connection with the
Covered Person's health, mental health, alcohol or substance abuse problems, (b) in- person consultation with a
Covered Person after referral for motivation or referral, or (c) an in- person consultation or a telephone consultation
requested by the Client regarding the Covered Person's performance.
1.12 "Subscriber" - an individual who is a full -time employee of Client working for the city and for whom a fee
is paid by Client to MHN.
1.13 "Term" - the Term of this Agreement as set forth at Paragraph 5. 1, below.
II. DUTIES OF MHN
2.1 Intake Line. By calling such number, Covered Persons may obtain information regarding the scope of and
the procedures for obtaining access to services and programs provided pursuant to this Agreement.
2.2 Participating Provider Network. MHN shall maintain a network of Participating Providers, to provide
the counseling services to Covered Persons pursuant to this Agreement.
2.3 Employee Assistance Program. MHN shall provide or arrange for the following services:
a) Conduct orientation and training seminars for Client's managers, supervisors, and Covered Persons
relating to the scope and nature of the EAP services as set forth in Exhibit 2.3 hereof. The training programs may
also be to assist such personnel in identifying and dealing with employees whose job performance suffers from
personal, health or substance abuse related problems and who are not responsive to normal on -site supervisory
counseling procedures.
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b) MHN shall respond to management/job performance referrals. For management/job performance
referrals, MHN shall provide follow -up, as determined by MHN to be necessary, to monitor referred Covered
Persons' adherence to the agreed course of treatment. Progress reports to managers and supervisors on referred
employees will be limited to reporting whether or not the employee has sought EAP assistance and is cooperating
with the treatment program.
C) MHN will respond to CISDs as set forth in Exhibit 2.3 relating to a distressing and traumatic event
occurring in the Client's workplace on an unlimited basis, except in the case of catastrophic events. A "catastrophic
event" is defined as an incident requiring more than twenty (20) hours of counseling. In such an event, beginning
with the 2151 hour, MHN shall bill Client at the rate of $250.00 per hour, or the rate in effect at the time of service in
MHN's Training & Consulting Schedule, as well as for any travel expenses, including without limitation, practitioner
professional fees for travel time, incurred by MHN.
d) MHN shall provide a maximum of three (3) counseling sessions per incident per Covered Person
per calendar year. In providing such services, MHN shall assess and refer Covered Persons to obtain the appropriate
care aimed at restoring their ability to perform their job duties at an acceptable level and to provide general
assistance in connection with substance abuse or mental health problems.
e) MHN shall design, recommend, produce, and provide materials and/or other information to Client
to publicize its existence to Client's Covered Persons.
f) At the conclusion of assessment services, the Covered Person will be requested to complete a
"Client Satisfaction Questionnaire."
2.4 Reports to Client. MHN shall provide Client with the reports described in Exhibit 2.4, attached hereto and
made a part hereof, at the intervals described therein.
2.5 Work & Life Services. MHN shall also provide those EAP work & life services described in Exhibit 2.5
hereof. The fee for such services is included in the Monthly Fee set forth in section 4.1 of this Agreement.
2.6 Online Member Services. Client shall receive Online Member Services described in Exhibit 2.6 hereof.
The fee for such services is included in the Monthly Fee set forth in section 4.1 of this Agreement.
III. DUTIES OF CLIENT
3.1 Dissemination of Information. Client shall inform all its employees who are Covered Persons of the
services provided pursuant to this Agreement. Client shall also provide to Covered Persons information as to the
existence and terms of this Agreement and shall annually distribute to Covered Persons copies of the MHN
Combined Evidence of Coverage and Disclosure Form and any other appropriate MHN information materials
periodically as MHN may request. Except with respect to materials prepared solely by MHN and distributed in
accordance with MHN's instructions, MHN shall have no responsibility for the correctness of any information
disseminated by Client or compliance with applicable laws, rules, or regulations. Client, as plan fiduciary,
understands and agrees that it shall be fully responsible for Plan compliance with all relevant provisions of the
Employee Retirement Income Security Act of 1974 (ERISA), as amended, including, but not limited to, any
disclosures required to be given to Covered Persons under applicable Department of Labor regulations and /or other
legal and regulatory requirements. The Client acknowledges that any designated Plan Administrator shall be
responsible for Plan compliance including, but not limited to, the following:
a) preparation and filing of Forms 5500 and/or 990 if applicable;
b) preparation, review and distribution of a Summary Plan Description if required by ERISA; and
C) filing Summary Plan Description with U.S. Department of Labor if applicable
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3.2 Costs of Ongoing Treatment. Client shall inform all its employees who are Covered Persons that the cost
of any treatment not specifically provided pursuant to this Agreement, shall be the responsibility of the Covered
Person.
3.3 Client Liaison. Client shall designate an employee to act as a liaison between the Client and MHN under
this Agreement and to be responsible for coordinating all of Client's requests for services under this Agreement.
IV. COMPENSATION OF MHN
4.1 Monthly Fee. Client shall pay to MHN a Monthly Fee equal to two dollars and forty-seven cents ($2.47)
per Subscriber. The Monthly Fee shall be due and payable on or before the first day of each month during the Term.
Notwithstanding the provisions of 4.3 below, if there is an increase or decrease in the number of Covered Persons,
MHN shall be entitled to adjust the compensation payment on a monthly basis. In the event that Client fails to
forward any compensation payment by the due date, Client shall pay MHN a late payment penalty of one percent
(1 %) per month on all monies outstanding in excess of thirty (30) days. If the Monthly Fee is not received by MHN
as set forth above, MHN may send a Written Notice of Termination effective on the last day of the month for which
full payments were received. The Client may automatically reinstate the Agreement by remitting, within fifteen (15)
days of the date of Written Notice of Termination, all outstanding invoiced Monthly Fees to MHN.
4.2 Travel Expenses. Travel Expenses (and professional fees billed by providers for travel time) incurred by
MHN on behalf of Client are not included in the Monthly Fee and shall be billed by MHN to Client as incurred.
Client shall reimburse MHN for said expenses within thirty (30) days of receipt of such billing.
4.3 Adjustments to Fees. The Fees shall remain in effect for the Initial Term of this Agreement. Thereafter,
MHN may adjust the Fees upon thirty (30) days prior written notice to Client. If Client objects to any such
adjustment in the Fees and if MHN and Client are unable to reach an agreement with respect to such adjustment, this
Agreement shall be terminated upon five (5) days prior written notice by either party. If no such notice is received
by either party by the time that the adjusted Fee is to be effective, the parties shall be deemed to have agreed upon
the Fee adjustment as set forth in MHN's notice of adjustment. Termination of this Agreement shall be the sole
remedy for unresolved disputes relating to adjustment in the Fees and such disputes shall, accordingly, not be subject
to arbitration.
V. TERM AND TERMINATION
5.1 Term. This Agreement shall commence upon the 1 st day of January, 2008 (the "Effective Date "), and shall
initially continue in effect for a period of twenty-four (24) months, through the 31st day of December, 2009,
following which it shall be automatically extended for successive periods of one (1) year, subject to section 4.3,
"Adjustment of Fees ", unless either party terminates this Agreement in writing at least sixty (60) days prior to the
end of the then current Term, or unless otherwise terminated in accordance with the provisions hereof.
5.2 Termination. Either party may terminate this Agreement with or without cause with a sixty (60) day
advance notice in writing to the other party; or either party may terminate this Agreement in writing if:
a) Either party materially breaches this Agreement, and such material breach continues for a period of
fifteen (15) days after written notice is given to the breaching party, specifying the nature of the breach and
requesting that it be cured. If, however, the nature of breach is such that it cannot be cured within the fifteen (15)
day period, then if the breaching party commences such cure in good faith within ten (10) days after delivery of the
aforesaid notice and gives written notice to the non - breaching party of the action being taken to effect such cure, then
this Agreement shall not be canceled. In no event shall such breach continue more than thirty (30) days after receipt
of the aforesaid notice; or
b) Either party shall be adjudged bankrupt, become insolvent, have a receiver of its assets or property
appointed, make a general assignment for the benefit of creditors, or institute or cause to be instituted any procedure
for reorganization or rearrangement of its affairs.
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VI. NOTICE TO COVERED PERSONS
Client shall inform all Covered Persons of any termination of this Agreement. MHN shall not have any obligation
for claims submitted for dates of service following termination of this Agreement. Any services authorized by MHN
but incurred after termination of this Agreement are the responsibility of the Covered Person.
Transfer of Records. Upon the termination of MHN's duties pursuant to this Agreement, it shall be the
responsibility of the Client to arrange and pay all costs for the transfer to the successor EAP company any of the
Client's records in MHN's possession involving job performance referrals. MHN may transfer such records in any
form as it may desire; including computer tapes or disks. It is the responsibility of the Client to convert such
information into a form required by the successor.
VII. ACCESS TO BOOKS AND RECORDS
Client agrees that MHN may have access to Client's books and records, on reasonable notice, and at reasonable
times, during normal business hours, Monday through Friday of each week, to verify the number of Covered Persons
reported by Client hereunder. This provision shall survive any termination of this Agreement.
VIII. PROPRIETARY MATERIALS
8.1 MHN Materials. Client acknowledges that MHN has developed and will develop in connection with this
Agreement, certain symbols, trademarks, service marks, designs, data, processes, plans, procedures and information,
all of which are proprietary information and trade secrets of MHN (Collectively referred to as "Materials "). Such
Materials include, without limitation, Materials relating to MHN's Quality Management/Utilization Management
Program, the Intake Line and all Materials prepared and distributed by MHN in connection with its Employee
Assistance Programs. Client shall not use any of MHN's proprietary Materials, except as expressly contemplated by
this Agreement, without the prior written consent of MHN, and shall cease any and all usage of Materials
immediately upon the termination of this Agreement or at MHN's request.
8.2 Confidentiality of Parties' Records and Materials. All files, data and information relating to the
business of either party in possession of the other party will be deemed confidential and will not be disclosed except
upon lawful order of a court or public authority which order compels obedience under penalty of contempt, fine, or
impairment or loss of the right to do business. In the event of any such disclosure, the disclosing party shall
immediately notify the other party in writing detailing the circumstances and extent of such disclosure.
IX. CONFIDENTIALITY OF PATIENT INFORMATION
Each party shall maintain the confidentiality of information in its possession contained in the records of Covered
Persons in accordance with applicable state and federal laws and regulations or other applicable law, and shall not
release such information, either to each other or to any other person or entity, except as permitted by law or in
accordance with a validly executed release.
X. MISCELLANEOUS
10.1 Regulation. MHN is subject to regulation by the California Department of Managed Health Care and this
Agreement is subject to the requirements of the Knox -Keene Health Care Service Plan Act of 1975 (the "Act ",
commencing with Section 1340 of the California Health and Safety Code) and the regulations promulgated
thereunder (found at Chapter 3 of Title 10 of the California Code of Regulations). Any provision required to be in
this Agreement by either of these sources of law shall bind the parties whether or not provided hereunder.
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10.2 Relationship of the Parties. In the performance of the work, duties and obligations of the parties to this
Agreement, the parties shall at all times be acting and performing as independent contractors. No relationship of
employer and employee, or partners or joint venturers is created by this Agreement, and neither party may therefore
make any claim against the other party for social security benefits, workers' compensation benefits, unemployment
insurance benefits, vacation pay, sick leave or any other employee benefit of any kind.
10.3 Notices. Except as set forth herein, all notices required or permitted to be given hereunder, shall be in
writing and shall be sent by United States mail, certified or registered, return receipt requested, postage prepaid, orby
facsimile, or sent by a nationally recognized overnight courier or delivery service to the parties hereto at their
respective addresses set forth herein, or such other address as may be fixed in accordance with the provisions hereof.
Except as set forth herein, if mailed in accordance with the provisions of this paragraph, such notice shall be
deemed to be received three (3) business days after mailing.
10.4 Entire Agreement; Amendment. This Agreement and all exhibits and other documents furnished pursuant
to this Agreement and expressly made a part hereof shall constitute the entire agreement between the parties, and
supersedes all other agreements, written or otherwise. This Agreement may be amended by a signed written
agreement of the parties.
10.5 Provisions Separable. The invalidity or unenforceability of any term or provision of this Agreement shall
not affect the validity or enforceability of any other term or provision.
10.6 Dispute Resolution. Client agrees to submit to arbitration as set forth in Exhibit 10.6.
10.7 Waiver of Breach. The waiver by either party of a breach or violation of any provision of this Agreement
shall not operate as, nor be construed to be, a waiver of any subsequent breach thereof.
10.8 Applicable Law. This Agreement shall be governed in all respects by the laws of the State of California.
Indemnification.
(a) Responsibility for Own Acts. Each party shall be responsible for its own acts or omissions and for any and
all claims, liabilities, injuries, suits, demands and expenses of all kinds which may result or arise out of any alleged
malfeasance or neglect caused or alleged to have been caused by that party or its employees or representatives in the
performance or omission of any act or responsibility of that party under this Agreement.
(b) Client agrees to indemnify, defend, and hold harmless MHN, its agents, officers, and employees from and
against any and all liability expense including defense costs and legal fees incurred in connection with claims for
damages of any nature whatsoever, including but not limited to, bodily injury, death, personal injury, or property
damage arising from Client's performance or failure to perform its obligations hereunder.
(c) MHN agrees to indemnify, defend, and hold harmless Client, its agents, officers, and employees from and
against any and all liability expense, including defense costs and legal fees incurred in connection with claims for
damages of any nature whatsoever, including but not limited to, bodily injury, death, personal injury, or property
damage arising from MHN's performance or failure to perform its obligations hereunder.
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10.10 Assignments /Subcontracting. Neither party shall have the right to assign, delegate or subcontract any of
its rights or obligations without the prior written consent of the other party. Notwithstanding the foregoing, MHN
shall have the right to sell, transfer, convey or assign this Agreement to any successor, subsidiary, parent or affiliate
of MHN and such assignee shall acquire all of the rights, duties and obligations of MHN set forth herein.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
"Client"
CITY OF Fi. CFGITNDO
350 Mair
El Segun
LIZA
Name:
Title
Date: 3 ' 3 — 0
11MI-IN11
MANAGED HEALTH NETWORK
1600 Los Gamos Drive, Suite 300
San Rafael, CA 94903
By:
Name: Steven J. Sell
Title:
President
Date:
/
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TABLE OF EXHIBITS
Exhibit 2.3
Client Training Programs
Exhibit 2.4
Reports to Client
Exhibit 2.5
Work & Life Services
Exhibit 2.6
Online Member Services
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EXHIBIT 2.3
CLIENT TRAINING PROGRAMS
The following training programs shall be provided as requested by Client at no additional charge.
I . As needed orientation seminars for employees
2. As needed training seminars for managers and supervisors
3. Management Consults /Job Performance Referrals and related follow -ups
4. As needed health fairs
5. Four (4) "brown bag" seminars
6. Critical Incident Stress Debriefings [except as provided in Section 2.3 (c)]
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EXHIBIT 2.4
REPORTS TO CLIENT
Name of Report Interval
EAP Utilization Report Semi - Annually
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. I .
EXHIBIT 2.5
WORK & LIFE SERVICES
Work & Life Services Summary
Work & Life Services provide telephonic consultations to help members deal with a wide variety of daily life issues
including childcare, eldercare, financial and legal services, identity theft recovery services and more.
Work & Life Services Description
Childcare Assistance — This plan covers the telephonic consultation and referrals to childcare resources,
including childcare centers and special needs providers. Members can also obtain a list of up to two (2)
appropriate unconfirmed providers in a two -zip code area within twelve business hours. One Session =
Telephone Session of up to thirty (30) minutes.
• Eldercare Assistance — This plan offers a telephonic consultation to assess healthcare needs, financial and
legal concerns, living arrangements, etc., plus referrals to eldercare providers and residential facilities.
Members can also obtain a list of up to two (2) appropriate unconfirmed providers in a two -zip code area
within twelve business hours. One Session = Telephone Session of up to thirty (30) minutes.
Financial Services — This plan covers the telephone services of financial counselors who offer telephone
educational and consultative assistance to help Members with an array of financial concerns. This service
includes one thirty (30) minute telephonic consultation per separate matter, and a 25% discount on rates for
follow -up consultations. Topics include credit counseling, debt and budgeting assistance, tax planning,
financial planning for college and retirement planning and specialized tax assistance. Please note that this is
not a tax representation and /or preparation service and investment advice, loans and bill payments are not
included. One Session = Telephone Session of up to thirty (30) minutes.
Legal Services — This plan offers either an in- person office visit or the telephone service of a network
attorney or mediator to provide the Member a one half -hour consultation session. This includes one 30-
minute telephonic consultation with a network attorney or mediator per separate legal matter, and a 25%
discount on rates for follow -up consultations. Telephonic or face -to -face consultations for issues relating to
civil, consumer, personal and family law, financial matters, business law, real estate, estate planning and
more. This plan excludes certain specialized legal areas including labor and employment law or disputes or
actions between you and your employer or MHN. One Session = Telephone or Face -to -Face Session of up
to thirty (30) minutes.
Identity Theft Recovery Services —This service includes a telephonic consultation with a fraud resolution
specialist who will help the Member to determine if the Member was a victim of identity theft and
recommend options on how to place fraud alerts, freeze credit, file police reports, and conduct other
activities necessary to resolve fraud. General information on identity theft prevention is also available. One
Session = Telephone Session of up to sixty (60) minutes.
Daily Living Services — This service provides a telephonic consultation and referrals to consultants and
businesses that can help with everyday needs, including pet care, landscaping, auto repair, home
maintenance, travel, alternative medicine, nutrition and fitness, household services. Please note that this
service only provides general information regarding referrals and does not cover the cost of services
purchased nor does MHN guarantee the delivery and /or quality of any service. MHN reserves the right to
decline specific requests at MHN's sole discretion. One Session = Request for Service of up to thirty (30)
minutes spent on each request.
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EXHIBIT 2.6
MHN ONLINE MEMBER SERVICES
Welcome Package Description
General
MHN Online Member Services Welcome package is designed to provide Client's employees and eligible dependents
online access to Employee Assistance Program (EAP) benefits, practitioner and provider searches, authorizations
and behavioral health services that include a number of self -help programs, as well as professional assistance.
The MHN Online Member Services Welcome package features include:
Your EAP Benefits
• EAP Benefit Summary
• Description of Benefits
Emotional Health
• Self- Assessments: Depression, Anxiety, Stress, Insomnia, and Alcohol and Substance Abuse
• Self -Help Programs: Depression, Anxiety, Stress, Insomnia, and Alcohol and Substance
Abuse
• Articles & More, Facts and information, Quick Tips
• Links to related sites
• Practitioner Search and Request Authorization
Health and Fitness
• Health Assessment
• Health Calculators
• Articles & More
• Links to related sites
Family & Work
• Child and Elder Care Resource Directories
• Articles & More
• Links to related sites
Financial & Legal
• Financial Calculators
• Articles & More
• Links to related sites
Immediate Crisis Support
Available throughout the site, this function provides Client's employees and eligible dependents with a telephone
number should they need urgent intervention from a licensed clinician.
Special Feature
■ Monthly Electronic Newsletter
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