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CONTRACT 2035 Service Agreement Agreement No. 2035 GROUP SERVICES AGREEMENT BETWEEN MANAGED HEALTH NETWORK AND CITY OF EL SEGUNDO This Group Services Agreement ("Group Services Agreement" selected by MHN for skills in evaluation, diagnosis and or "Agreement" herein) is entered into this 1st day of referral. June, 1989, to be effective the 1st day of December, 1988, by and between City of El Segundo ("Payor"), and "Authorization" - A decision, issued in writing by the Managed Health Network, a California Corporation ("MHN"). MHN Medical Director or his/her designee, that Group Services Agreement benefits are payable for certain services that a Covered Enrollee will receive or has RECITALS received. A. MHN is a prepaid mental health-care plan licensed as "Capitation Payment" - A prenegotiated fixed monthly a "Specialized Health Care Service Plan" under the payment that is payable to MHN by a Payor for each Knox-Keene Health Care Service Plan Act of 1975, as amen- Covered Enrollee who is enrolled with MHN pursuant to ded ("Knox-Keene Act"). this Group Services Agreement. B. MHN has as its primary objective to arrange for and "Chemical Dependency" - Psychological or physical facilitate the provision and delivery of Mental Health dependence on alcohol or other mind-altering drugs that Care Services. requires diagnosis, care and treatment. C. MHN is qualified to carry on such business in the "Chronic Mental Disorder" - A medical condition that State of California and has contracted with a network of would not be improved significantly by two (2) months or Participating Providers as well as Participating Facility Less of Mental Health Care Services, as determined by Providers for the rendering of Mental Health Care Ser- MHN's Medical Director. vices. "Claim Determination Period" - A calendar year. D. Payor wishes to avail itself of MHN's network and expertise in Mental Health Care Services on behalf of "Combined Evidence of Coverage and Disclosure Form" - A Covered Enrollees. document issued by MHN or another Knox-Keene licensed plan to a Covered Enrollee that describes the specific E. Payor and MHN desire to establish and maintain an Covered Services available to that Covered Enrollee effective liaison and close cooperation with one another under a specific Group Services Agreement. to ensure smooth working relationships and maximize benefits to each Covered Enrollee at the most reasonable "Conduct Disorder" - A persistent pattern of conduct in cost consistent with quality standards of mental health which the basic rights of others or societal norms or care. rules relating to age or conduct are violated. NOW, THEREFORE, in consideration of the promises and "Confinement" - That period of time from the day of mutual covenants contained herein, the parties agree as admission to a Hospital or other Facility to the day of follows: discharge, transfer, separation from the Hospital or Facility, or death. I. DEFINITIONS "Continuity of Care" - The provision of managed and organized health-care that will assure that the Covered "Allowable Expense(s)" - The amount of the payment due Enrollee receives Covered Services in a timely manner. from MHN and Covered Enrollee to any Participating Provider or any Participating Facility Provider for "Coordination of Benefits" - The coordination of the Covered Services pursuant to this Agreement. payment of benefits between two or more payors of benefits, on a primary or secondary payor basis, to "Alternate Treatment" - A planned, medical therapeutic avoid duplication of benefit payments as provided by program for persons with Mental Disorders which includes Section XVI of this Agreement. diagnosis, medical care, and treatment when the patient does not require full-time hospitalization, but does need "Co-payment" - The payment to be collected directly by more intensive care than traditional outpatient visits. the Participating Provider or Participating Facility Provider from the Covered Enrollee for Covered Services "Assessor" - A Participating Provider specifically in the amount set forth in Exhibit "A". CA - GSA (7-25-88) (Rev. June 19, 1989) 1 Agreement No. 2035 "Covered Enrollee" - Any individual who is designated receive Covered Services on the date on which the Depen- pursuant to a Group Services Agreement as an individual dent becomes a Dependent of Covered Enrollee or Covered for whom a Capitation Payment is paid by the Payor. Enrollee's spouse. For adopted and foster children of eligible Covered Enrollees coverage will begin at the "Covered Service" - Mental Health Care Services which moment the child is placed in the custody of the adopted constitute benefits pursuant to the applicable Group or foster parents. Services Agreement and which are disclosed as benefits on Exhibit "A" hereto. The determination of whether a "Domiciliary Care" - Inpatient institutional care benefit is a Covered Service rests with MHN. provided to the Covered Enrollee not because it is medically necessary, but because the care in the home "Custodial Care" - Care rendered to a patient who: setting is not available, is unsuitable, or members of the patient's family are unwilling to provide the care. 1. is disabled mentally or physically and such Institutionalization because of abandonment constitutes disability is expected to continue and be prolonged; Domiciliary Care. 2. requires a protected, monitored, or controlled "Emergency" - The sudden onset of a condition manifes- envirorment whether in an institution or in a home; ting itself by acute symptoms of sufficient severity that, in the absence of immediate medical attention 3. requires assistance to support the essentials and/or Mental Health Care Services, could reasonable of daily living; and result in: 4. is not under active and specific psychiatric 1. serious injury to life or limb; treatment that will reduce the disability to the extent necessary to enable the patient to function outside the 2. permanently placing the Covered Enrollee's protected, monitored, or controlled environment. health in jeopardy; or A determination that Custodial Care is required is not 3. causing serious and permanent dysfunction to precluded by the fact that a patient is under the care of the Covered Enrollee. a supervising or attending physician or other provider and that services are being ordered and prescribed to "Experimental" - Medical care that is essentially support and generally maintain the patient's condition, investigatory or an unproven procedure or treatment or provide for the patient's comfort, or ensure the regimen that does not meet the generally accepted manageability of the patient. standards of usual professional medical practice in the general medical community. "Dependent" - Any person who: "Facility" - Any premises owned, leased, managed, used 1. is the spouse of a Covered Enrollee; or operated, directly or indirectly, by, or for the benefit of, a Participating Facility Provider to provide 2. is a dependent child of a Covered Enrollee Covered Services to Covered Enrollees. or of such Covered Enrollee's spouse, who is either: "Full-Time Course of Higher Education" - A complete, a. unmarried and under the age of nineteen (19); progressive series of studies to develop attributes such or as knowledge and skill by formal schooling at a college or university. To qualify as full-time the student must b. over the age of nineteen (19) and incapable be carrying a course load of a minimum of twelve (12) of self-sustaining employment by reason of mental retar- credit hours or an equivalent each academic period. dation or physical handicap incurred prior to age nine- teen (19) and chiefly dependent upon the Covered Enrollee "Hospital" - Any duly licensed and accredited acute care or the Covered Enrollee's spouse for support and main- psychiatric facility or psychiatric unit in a general tenance. Proof of such incapacity and dependency must be acute care hospital which provides inpatient care and is furnished to Payor within thirty one (31) days of such engaged in providing facilities and services for the Dependent's attainment of his or her nineteenth (19th) diagnosis and treatment of Mental Disorders. birthday and each birthday thereafter; or "Inpatient" - A Covered Enrollee who has been admitted 3. an unmarried dependent child of Covered Enrol- to a Hospital or other authorized institution for bed Lee or Covered Enrollee's spouse between nineteen (19) occupancy for purposes of receiving necessary Mental and twenty-four (24) years of age who is attending a Health Care Services, with the reasonable expectation recognized college or university, trade or secondary that the Covered Enrollee will remain in the institution school on a full-time basis. Any such Dependent who, due at least twenty-four (24) hours. to school location, resides outside MHN's area of service shall not be covered for services received outside such "Medical Director" - A physician licensed to practice area except in the event of an Emergency. MHN may medicine in the State of California, employed by MHN to request student status of any such Dependent on a coordinate and monitor the quality assurance, periodic basis. utilization management, and provider services responsibilities for MHN. A Dependent of a Covered Enrollee becomes eligible to CA - GSA (7-25-88) (Rev. June 19, 1989) 2 Agreement No. 2035 "Medically Necessary Service" (also "Medically Necessary" "Non-Participating Facility" - A health care facility or "Medical Necessity") - A health-care service, treat- that is not a Participating Facility Provider. ment or supply which meets all of the following condi- tions: "Non-Participating Provider" - A professional provider who is not a Participating Provider. 1. it is rendered for the treatment or diagnosis of a condition, disease, bodily injury, or Mental Dis- "Other Plan" or "Plan" - Any of the following plans order; which provide full or partial benefits or services for Mental Health Care Services: (a) group, blanket or 2. it is "appropriate", that is: (a) it is consis- franchise insurance coverage; (b) group or hospital tent given the symptoms, and the diagnosis, (b) the type, services plan contract, group practice, individual Level and length of service or supply, and setting are practice and other prepayment coverages; (c) any cover- needed to provide safe and adequate care and treatment, age under labor-management trusteed plans, union welfare (c) it is in keeping with the generally accepted stan- plans, employer organization plans, employee benefit dards for good medical practice within the organized organization plans or self-insured employee benefit medical community, (d) for a Hospital stay, acute care as plans; and (d) any coverage under governmental programs, an Inpatient must be required for treatment or diagnosis and any coverage required or provided by any statute. and safe and adequate care cannot be received on an The term Other Plan refers separately to each policy, Outpatient basis or in a less restrictive setting, and contract or other arrangement for services and benefits, (e) to the extent that it is rendered by a professional, and separately with respect to that portion of any such the professional is properly licensed or certified policy, contract or other arrangement which reserves the pursuant to applicable state and federal law and the right to take the services and benefits of Other Plans care, treatment, or supply falls within the profes- into consideration in determining its benefits and that sional's permissible scope of practice as provided by portion which does not. "This Plan" means that portion applicable state and federal law and the rules and of this Agreement which provides that Covered Services regulations of any supervising professional organization; are subject to the provisions of Article XVI regarding Coordination of Benefits. 3. it is not mainly for the convenience of MHN, the Covered Enrollee, or the Covered Enrollee's health "Outpatient" - An ambulatory Covered Enrollee receiving care provider; Covered Services who has not been admitted to a Hospital or Facility. 4. it is rendered in an environment in which Mental Health Care Services are performed at the least "Participating Facility Provider" - A Hospital or a restrictive level of care providing effective treatment Facility providing Alternate Treatment which furnishes of the disease or mental disorder; and Mental Health Care Services to Covered Enrollees and has agreed, by signing a facility provider agreement with 5. it is determined to be a Medically Necessary MHN, to accept the provisions of the applicable agree- Service by the MHN Quality Assurance/Utilization Manage- ment, including the facility-specific compensation, as ment Program. the total charge, whether paid fully by MHN or requiring cost-sharing by the Covered Enrollee. "Mental Disorder" - A Mental Disorder i s a nervous or mental condition that meets all of the following condi- "Participating Provider" - A professional provider who tions: furnishes Mental Health Care Services to Covered Enrol- lees and has agreed, by signing an individual provider 1. it is a clinically significant behavioral or agreement with MHN, to accept the provisions of the psychological syndrome or pattern; applicable agreement, including the contractually agreed upon compensation, as the total charge, whether paid 2. it is associated with a painful symptom, such fully by MHN or requiring cost-sharing by the Covered as distress; Enrollee. 3. it impairs a patient's ability to function in "Payor" - An employer, trust fund, other Knox-Keene one or more major life activities; and licensed plan, or other group that has financial respon- sibility for Mental Health Care Services provided to 4. it is a condition listed as an Axis 1 Disorder Covered Enrollees. (except for V Codes) of the Diagnostic and Statistical Manual of Mental Disorders (Third Edition - Revised) by "Pre-admission Certification" - The process of evalua- the American Psychiatric Association (DSM-III-R). ting and certifying the necessity of a non-emergency admission to a Hospital or Facility providing Alternate "Mental Health Care Services" - Those services determined Treatment. Pre-admission certification must be obtained to be Medically Necessary Services for the treatment of from the MHN Medical Director or his/her designee. a Mental Disorder. "Pre-existing Condition" - A Mental Disorder for which "Mental Retardation" - Subnormal general intellectual a Covered Enrollee has received mental health care functioning associated with impairment of either learning treatment within six (6) months prior to the effective and social adjustment or maturation, or both. date of coverage as a Covered Enrollee under this Agreement. CA - GSA (7-25-88) (Rev. June 19, 1989) 3 Agreement No. 2035 "Quality Assurance/Utilization Management Program" - A agreement, if, in the reasonable estimation of MHN, function performed by MHN to review and determine whether Payor may be materially or adversely affected thereby. the Mental Health Care Services provided, or to be provided, to a Covered Enrollee, meet MHN's standards of H. In the event any of MHN's agreements with its quality and are Medically Necessary Services and/or Participating Providers or Participating Facility Provi- Covered Services. ders are terminated, MHN shall continue to be liable for payment for Covered Services rendered by the applicable "Treatment Plan" - A detailed description of the health provider, less Co-payments, to Covered Enrollees under care service, treatment, or supply being rendered or such provider's care at the time of termination until expected to be rendered to a Covered Enrollee. The such services are completed, unless MHN makes reasonable Treatment Plan must include, but is not limited to: a and medically appropriate provisions for the assumption diagnosis (DSM-III-R), all Axes; reports of pertinent of such services by another Participating Provider or prior treatment, medical history, family history, social Participating Facility Provider. Each contract between history, work history; diagnostic tests; consultations; MHN and a Participating Provider or Participating Faci- a description of the specific goals of treatment; prog- lity Provider shall provide that in the event that MHN nosis; proposed treatment and modality; provider(s), fails to pay the applicable Participating Provider or individual and/or facility; and anticipated frequency and Participating Facility Provider the Covered Enrollee duration of any medications. shall not be liable to the Provider for any sums owed by MHN. In the event, however, of non-emergency services "Warm Line" - A toll-free telephone number available received out of area when MHN is not financially respon- twenty-four (24) hours each day, seven (7) days each week sible to pay a Non-Participating Facility Provider or a to provide access to the identity and location of any MHN Non-Participating Provider, the covered Enrollee may be Assessor, Participating Provider or Participating Faci- liable to the Non-Participating Provider or the Non-Par- lity Provider, referrals and general assistance. ticipating Facility Provider for the cost of services. I. Commencing with the effective date of this Agree- II. OBLIGATIONS OF THE PARTIES ment, Payor shall compile, certify and furnish to MHN on or prior to the beginning of each month, a list of the A. MHN shall make Covered Services available to Covered names and addresses, including city and zip codes, and Enrollees in accordance with the provisions of this social security numbers, of all Covered Enrollees and Agreement. their respective covered Dependents who are entitled to receive Covered Services under this Agreement. B. MHN shall provide to Payor at the time this Agree- ment is signed, and from time to time thereafter, the 1. Payor shall promptly forward all enrollment following information as applicable: names, addresses, applications to MHN. MHN shall have the right, at and telephone numbers of Assessors and Participating reasonable times, to examine Payor records, including Providers. the payroll records of Covered Enrollees, for the purpose of confirming eligibility and appropriate C. MHN shall establish and maintain a Quality Assu- Capitation Payments under this Agreement. rance/Utilization Management Program. 2. Payor shall promptly notify MHN of all employ- D. Each MHN agreement with a Participating Provider or ment terminations or other loss of eligibility of Participating Facility Provider shall require such Covered Enrollees. Unless otherwise provided herein, Provider to be appropriately licensed and accredited and Payor shall be responsible for, and shell submit to MHN, comply with the accepted community standards of profes- Capitation Payments for coverage through the end of the sional practice, and all applicable state and federal month in which notice of disenrollment is received by laws. MHN. E. MHN shall establish and maintain grievance policies J. Payor shall provide to Covered Enrollees informa- and procedures and shall make a written summary of such tion as to the existence and terms of this Agreement and policies and procedures available to Payor and Covered shall annually distribute to Covered Enrollees copies of Enrollees. The summary shall be in the form attached the MHN Combined Evidence of Coverage and Disclosure hereto as Exhibit "B", as amended from time to time, and Form, Warm Line cards and appropriate MHN information shall include the current address and phone number for materials periodically as MHN may request. registering grievances with MHN. F. MHN shall reimburse Participating Providers and/or III. BENEFITS Participating Facility Providers in accordance with MHN's obligation to arrange for the provision of Covered A. For all services, except in an Emergency, Covered Services as set forth on Exhibit "A". Enrollees are eligible for Covered Services only if Covered Enrollee has seen an MHN Assessor to permit the G. MHN shall provide written notice to Payor within Assessor to perform crisis intervention, evaluate, thirty (30) days in the event that a Participating diagnose, and develop a treatment plan and/or, when Provider and/or Participating Facility Provider appropriate, refer the Covered Enrollee to the appropri- terminates or materially breaches his/her/its agreement ate Participating Provider for the provision of Covered with MHN, or becomes unable to perform under such Services. Additionally, for Inpatient services, except CA - GSA (7-25-88) (Rev. June 19, 1989) 4 Agreement No. 2035 in the event of an Emergency, Covered Enrollee's admis- Covered Enrollees under equally favorable conditions sion to a Participating Facility Provider must have regardless of whether the Covered Enrollee is eligible received Pre-admission Certification by the MHN Medical for coverage as an employee of Payor or as a Dependent. Director or his/her designee. 1. MHN shall not, in any manner, decrease the Covered B. In an Emergency, when Pre-admission Certification Services set forth herein, except after thirty (30) days is not reasonably obtainable, payment of benefits for prior written notice to Payor. Inpatient hospitalization for Covered Services is conditioned on the notification and Authorization of the J. Payor agrees that treatment for detoxification of MHN Medical Director or his/her designee on the first newborns will be provided by Payor's general health (1st) business day following the Emergency Admission, insurance program for its employees. when possible. To obtain reimbursement for Emergency treatment by a Non-Participating Provider the Covered Enrollee must send a copy of the report of the Emergency, IV. LIMITATIONS AND EXCLUSIONS a copy of the itemized bill, and a copy of the receipt for the Covered Enrollee's payment, to MHN at the address The following are specifically excluded from Covered Listed on the signature page of this Agreement to the Services: attention of "Emergency Claims." A. Treatment of detoxification in newborns (such C. In an Emergency, MHN shall pay for Covered Services treatment shall be provided by Payor's general health rendered by the Non-Participating Facility Provider until insurance program for Covered Enrollees); and including the first (1st) business day following the Emergency admission, at which time a transfer of the B. Treatment of congenital and/or organic disorders, Covered Enrollee to a Participating Facility Provider including, but not limited to, Organic Brain Disease, must be made, unless, due to the Covered Enrollee's and Alzheimer's Disease; condition, transfer is not appropriate and the delay is approved by the MHN Medical Director or his/her designee. C. Treatment of mental retardation, other than the initial diagnosis; D. Following assessment in accordance with the Assess- ment and Review Procedures attached hereto as Exhibit D. Court-ordered testing and treatment; "C", as modified from time to time, Covered Services shall be available to Covered Enrollees from any E. Private hospital rooms and/or private duty nursing, Participating Provider and/or Participating Facility unless determined to be a Medically Necessary Service Provider (or from a Non-Participating Provider or and authorized by the MHN Medical Director or his/her Non-Participating Facility Provider upon prior designee; Authorization from MHN's Medical Director). F. Ancillary services such as vocational rehabili- E. MHN shall reimburse Participating Providers and tation, behavioral training, sleep therapy and Participating Facility Providers. Collection of Co-pay- employment counseling, training or educational therapy ments is the responsibility of the Participating Provider for learning disabilities or other education services; and/or Participating Facility Provider at the time Covered Services are rendered. Covered Enrollees' G. Treatment of obesity; financial responsibility shall be limited to Co-payments and payment for non-Covered Services. H. Treatment for a Chronic Mental Condition; F. Covered Services while in a Hospital or Facility I. Treatment of Conduct Disorders in excess of thirty providing Alternate Care shall include the following as (30) Inpatient days; applicable: J. Services in excess of those authorized by the MHN 1. treatment by the attending physician, Medical Director or his/her designee; consulting physician, and/or other primary therapist, each of whom must be a Participating Provider with MHN K. Broken appointments, except in cases where the (or a Non-Participating Provider upon prior Authorization Participating Provider is notified at least twenty-four from MHN's Medical Director); and/or hours in advance that the appointment will not be kept, or in circumstances in which Covered Enrollee had no 2. room and board, including routine psychiatric control over missing the appointment and could not nursing care; and/or notify the Participating Provider at least twenty-four (24) hours prior to the scheduled appointment. Covered 3. such additional Covered Services as are pre- Enrollee shall be billed thirty dollars ($30.00) for the scribed by the attending physician and approved by the broken appointment, which appointment shall count as one MHN Medical Director or his/her designee. (1) session for the purpose of computing benefits; G. MHN shall make available its Warm Line to all L. All prescription or non-prescription drugs, except Covered Enrollees. for drugs prescribed by a physician in connection with the Covered Enrollee's treatment as an Inpatient at a H. MHN shall make Covered Services available to all Hospital or as a patient at a Facility providing CA - GSA (7-25-88) (Rev. June 19, 1989) 5 Agreement No. 2035 Alternate Treatment; C. Covered Enrollees shall be required to make Co-pay- ments opay- ments for certain Covered Services at the time of M. Outpatient services provided prior to an evaluation service in the amounts indicated and in accordance with by an Assessor, except in the event of an Emergency; the provisions of the Co-payment schedule attached hereto as Exhibit "A". Such Co-payment amounts shall N. Inpatient services, treatment, or supplies rendered remain in effect during the term of this Agreement, without Pre-admission Certification, except in the event unless changed in accordance with Section B of this of an Emergency; Article V. 0. Health-care services, treatment, or supplies D. If the parties are unable to reach agreement as to rendered in a non-Emergency by a Non-Participating any adjustment in Capitation Payment rates, Covered Provider or Non-Participating Facility Provider, unless Services, or Copayments, this Agreement shall be authorized by the MHN Medical Director or his/her terminated in accordance with Section XII of this Agree- designee; ment. Termination shall be the sole remedy for unresolved disputes relating to adjustments in rates, P. Damage to the Facility of a Participating Provider Co-payments, or the services covered thereby; such or Participating Facility Provider caused by Covered disputes shall, accordingly, not be subject to arbitra- Enrollee. The actual cost of such damage shall be billed tion. directly to the Covered Enrollee; E. Payor shall forward the total Capitation Payment G. Health-care services, treatment or supplies deter- for Covered Enrollees to MHN by, but no later than, the mined to be Experimental by the MHN Medical Director in first (1st) day of each month covered by the Capitation accordance with accepted mental health standards; Payment. In the event that Payor fails to pay the Capi- tation Payment within thirty (30) days of the date in R. Pre-existing Conditions; which payment is due, Payor shall pay MHN a late payment penalty of one percent (1%) per month on all monies S. Health-care services, treatment or supplies provided outstanding in excess of thirty (30) days. as a result of any Workers' Compensation law or similar Legislation or obtained through, or required by, any F. Covered Enrollees may contact Payor for information governmental agency or program, whether Federal, State, regarding any sums to be withheld from Covered Enrol- or any subdivision thereof (exclusive of Medi-Cal) or lee's salary or to be paid by Covered Enrollee to Payor, caused by the conduct or omission of a third party for if applicable, in connection with Covered Services which the Covered Enrollee or Dependent has a claim for provided by this Agreement. damages or relief, unless such Covered Enrollee or Dependent provides MHN with a lien against such claim for G. In order to avoid any duplication of benefits damages or relief in a form and manner satisfactory to available to a Covered Enrollee under this Agreement MHN; with benefits available to the Covered Enrollee under the Medicare Act or California Workers' Compensation T. Health-care services, treatment, or supplies for Law, upon request by MHN, Covered Enrollees shall assign military service disabilities for which treatment is to MHN their rights to all sums payable under such laws reasonably available under governmental health-care for benefits (to the extent permitted by such laws), and programs; and such sums shall be payable to and retained by MHN. Payor agrees to require all Covered Enrollees to U. Health-care services, treatment, or supplies complete and submit to MHN such consents, releases, rendered to a Covered Enrollee which are not Medically assignments and other documents as may be required by Necessary including, but not limited to services, treat- MHN to enable MHN to obtain monies payable under such ment, or supplies primarily for rest, custodial, laws and to avoid duplication of benefits. The domiciliary or convalescent care. provisions of this paragraph shall not be interpreted to limit any of the provisions of Article 1V of this Agreement. V. COMPENSATION: PREPAYMENT FEES AND OTHER CHARGES V1. COMPLIANCE WITH LAWS A. Payor shall pay MHN the Capitation Payment for A. MHN and Payor shall maintain such records and Covered Services at per capita rate(s) set forth in the provide such information for such term(s) as comply Compensation Schedule attached as Exhibit "D". (ies) with applicable state and federal law. MHN shall provide such financial and other information to Payor B. The initial Capitation Payment rates and Co-payments and to the Commissioner of Corporations of the State of as specified in this Agreement shall remain in effect for California as may be necessary for compliance with the the initial term of this Agreement. Thereafter, new applicable laws and regulations. Capitation Payment rates or Copayments may be specified by MHN upon thirty (30) days prior written notice to B. MHN is subject to the requirements of Chapter 2.2 Payor. New Capitation Payment rates may also be speci- of Division 2 of the California Health and Safety Code fied whenever the terms of this Agreement are changed and and of Subchapter 5.5 of Chapter 3 of Title 10 of the shall become effective on the date of such change. California Administrative Code. Any provision that either Code requires to be in this Agreement shall bind CA - GSA (7-25-88) (Rev. June 19, 1989) 6 Agreement No. 2035 MHN whether or not provided herein. to renew is given in writing by either party to the other ninety (90) days prior to the renewal date. VII. QUALITY ASSURANCE/UTILIZATION MANAGEMENT PROGRAM X1. EFFECTIVE DATE OF COVERAGE A. MHN shall include in its Quality Assurance/ Coverage of a Covered Enrollee shall become effective at Utilization Management Program ("Program") all Covered 12:01 A.M. the first (1st) day of the month following Services made available to Covered Enrollees. Under the receipt by MHN of all applicable enrollment applications supervision of the MHN Medical Director, the MHN Program and Capitation Payments. shall govern all Covered Services provided by Participating Providers and Participating Facility Providers to ensure that Covered Services are rendered in XII. TERMINATION accordance with MHN's standards of quality. Such Program is described in Exhibit "C". A. Payor shall have the right to terminate this Agree- ment immediately upon written notice to MHN in the To enable MHN to review and evaluate the delivery following circumstances: of Covered Services in accordance with the Program, Covered Enrollee will receive a Disclosure Form relating 1. application for, or appointment of, a to (a) the release of appropriate and relevant medical, receiver, trustee or liquidator of MHN; psychological and administrative records to MHN or its designees; and (b) direct consultation between MHN or its 2. MHN's loss of licensure as a Specialized designee and the Covered Enrollee as needed by MHN to Health Care Service Plan pursuant to the Knox-Keene Act; administer such Program. it is anticipated that such Disclosure Form shall be included in admission forms, 3. MHN's breach of any material term, covenant or assignment of benefit forms or enrollment forms or other condition of this Agreement and subsequent failure to patient admission forms executed by the Covered Enrollee. cure said breach within ten (10) calendar days after Covered Enrollees shall be informed that release of the written notice by Payor of said breach; provided, Covered Enrollees medical and psychiatric records to MHN however, that if the nature of the breach is such that for QA/UM purposes is required to obtain full benefits it cannot reasonably be cured within such ten (10) day under this agreement. Further, to verify Medical period, then if MHN commences such cure in good faith Necessity it is understood that MHN may request all within ten (10) days after delivery of the aforesaid medical and administrative records relating to Covered notice, and gives written notice to Payor of the action Enrollee from all providers. being taken to effect such cure, then this Agreement shall not be cancelled because of such breach unless MHN B. Each party shall cooperate with the other in thereafter fails to pursue such cure diligently and in resolving Covered Enrollees' grievances in a fair and good faith to completion within a reasonable period of equitable manner. time, but in no event more than twenty (20) days after giving notice to the Payor. If MHN fails to so cure such breach, Payor shall have the right to cancel this VIII. INSURANCE Agreement by sending written notice of final cancel- lation to MHN, which final cancellation shall be Both Payor and MHN, at their sole cost and expense, shall effective immediately; or maintain general comprehensive liability insurance in an amount not less than Three Million Dollars ($3,000,000) 4. MHN's and Payor's inability to agree on any per occurrence and Three Million Dollars ($3,000,000) Capitation Payment rate increase, Covered Services or aggregate per calendar year at all times while this Co-Payment provided hereunder. Agreement is in force and shall provide the other with evidence of such coverage upon request. B. MHN shall have the right to terminate this Agree- ment immediately upon written notice to Payor in the following circumstances: IX. CONFIDENTIALITY 1. application for, or appointment of, a Payor and MHN agree to maintain the confidentiality of receiver, trustee or liquidator of Payor; information contained in the records of Covered Enrollees in accordance with applicable state and federal laws and 2. Payor's breach of any material term, covenant regulations. or condition of this Agreement (other than the obli- gation to pay the Capitation Payment as specified in this Agreement) and subsequent failure to cure said X. TERM OF AGREEMENT/RENEWAL PROVISIONS breach within ten (10) calendar days after notice by MHN of said breach; provided, however, that if the nature of This Agreement shall be effective as of the date set the breach is such that it cannot be reasonably cured forth at the beginning of this Agreement and shall remain within such ten (10) day period, then if Payor commences in effect for an initial term of one (1) year. There- such cure in good faith and within ten (10) days after after, this Agreement shall automatically renew for delivery of the aforesaid notice, and gives written subsequent one (1) year terms unless notice of intent not notice to MHN of the action being taken to effect such CA - GSA (7-25-88) (Rev. June 19, 1989) 7 Agreement No. 2035 cure, then this Agreement shall not be cancelled because available to a Covered Enrollee confined to a Partici- of such breach unless Payor thereafter fails to pursue pating Facility Provider at the date of termination such cure diligently and in good faith to completion unless the MHN Medical Director or his/her designee within a reasonable period of time, but in no event more determines that the Covered Services being rendered to than twenty (20) days after giving notice to MHN. if the Covered Enrollee at the date of termination of this Payor fails to so cure such breach, MHN shall have the Agreement are no longer Medically Necessary; right to cancel this Agreement by sending written notice of final cancellation to Payor, which final cancellation 4. Benefits are not to be provided for a longer shall be effective immediately upon delivery. There- period of time than the Covered Enrollee would have been after, this Agreement shall be reinstated only upon MHN's entitled to receive had the contract not been termi- sole and absolute discretion; nated. 3. failure to pay the Capitation Payment. Cure 5. After the date of termination of this Agree- of a breach of the obligation to pay the Capitation ment, Payor shall be responsible for compensating Par- Payment as and when specified herein, by delivery of the ticipating Providers and Participating Facility Provi- Capitation Payment to MHN that places MHN in receipt of ders, as well as Non-Participating Providers and Non- the Capitation Payment on or before the due date of the Participating Facility Providers, at their usual and succeeding Capitation Payment, shall reinstate this customary rates for treatment rendered to Covered Agreement as if it had never been cancelled. However, Enrollees which was commenced pursuant to this Agree- MHN is not obligated to reinstate this Agreement if the ment; Capitation Payment is received by MHN more than fifteen (15) business days after written notice of breach is 6. MHN shall inform Participating Providers and delivered by MHN and such payment is refunded to Payor Participating Facility Providers of the termination of within twenty (20) business days of delivery to MHN; this Agreement; 4. MHN's and Payor's inability to agree on any 7. Upon receipt of any notice of termination from Capitation Payment rate increase, Covered Service or MHN, Payor shall immediately inform Covered Enrollees of Co-Payments provided for hereunder; or the termination of this Agreement or any agreement between a Participating Provider and MHN, and/or between 5. Payor commits fraud or deception, or knowingly a Participating Facility Provider. Such notice shall be permits such fraud or deception by another in connection in form and content acceptable to MHN, and shall, within with this Agreement, including, without limitation, any three (3) business days of such mailing provide MHN with disclosure or failure thereof by Payor or any Covered proof of such mailing including the date thereof; and Enrollee. 8. MHN shall refund to Payor the portion of any C. MHN shall have the right to terminate this Agreement Capitation Payment paid to MHN applicable to any period without cause upon sixty (60) days' prior written notice following termination of this Agreement, less any other delivered to Payor. amounts due from Payor to MHN pursuant to this Agree- ment. D. Upon termination, the respective responsibilities of the parties shall be as follows: XIII. TERMINATION OF COVERED ENROLLEE'S 1. MHN shall make payment to Participating Provi- BENEFITS ders and/or Participating Facility Providers for services authorized by MHN prior to termination of this Agreement In addition to any termination of benefits to a Covered and rendered following termination. Payor shall remain Enrollee that would result from a termination of this Liable to MHN for the full amount of all such costs and Agreement as provided by Section XII, above, the bene- expenses incurred including the cost of the Covered fits available to a specific Covered Enrollee may be Services provided to Covered Enrollees. However, in no terminated as provided in this Section XIII. event, shall MHN make payment to Participating Providers and/or Participating Facility Providers for services A. MHN may terminate coverage of a Covered Enrollee rendered more than thirty (30) days after the termination for cause immediately upon notice to the Covered Enrol- of this Agreement unless it is medically inappropriate to lee for the following: transfer a Covered Enrollee to another provider or facility provider, or terminate treatment, in which event 1. providing false or misleading information, or Payor will continue to remain liable for such care under the failure to provide, or omission of, any true and the terms hereof until such transfer or termination can accurate information in any enrollment application occur; delivered to Payor or MHN; 2. MHN shall, to the extent that it is medically 2. assisting a person who is not a Covered Enrol- appropriate, use its best efforts to assist Payor in the lee to obtain services under this Agreement; or transfer of Covered Enrollees from Participating Provi- ders and Participating Facility Providers to other 3. obtaining or attempting to obtain services or providers and facility providers; benefits under this Agreement by means of false, mis- leading, or fraudulent information, acts, or omissions. 3. MHN shall continue to make Covered Services B. MHN may terminate coverage of a Covered Enrollee CA - GSA (7-25-88) (Rev. June 19, 1989) 8 Agreement No. 2035 for cause upon thirty (30) days' prior written notice for or the following: 5. Dependent ceases to be a Dependent. 1. repeated and unreasonable demands for Covered Services which are not Medically Necessary; C. If benefits under this Agreement are terminated for any of the reasons set forth in Paragraph A or B.2. 2. failure to pay any Co-payment; above, MHN shall continue to provide continuation cover- age on the terms set forth in this Section for a period 3. threatening the life or well-being of MHN's of eighteen (18) months following such termination. If personnel, or Participating Facility Provider's person- benefits under this Agreement are terminated for any of nel, or of a Participating Provider or its personnel, or the reasons set forth in Paragraphs B.1., B.3., B.4., or of any Covered Enrollee; or B.5. above, MHN shell continue to provide continuation coverage, on the terms set forth in this Section, for a 4. violation of any provision of the Agreement period of thirty-six (36) months following such termi- which is not specifically mentioned in Paragraph 1 of nation. this Section X11I. D. Payor shall notify MHN of the reduction in the C. Subject to the continuation of coverage rights under number of hours of employment or the termination of any Section XIV of this Agreement, coverage of a Covered Covered Enrollee's employment with Payor within thirty Enrollee shall automatically terminate when Payor noti- (30) days of such termination. Payor's notice shall fies MHN that there has been a loss of eligibility for state whether such reduction or termination was a result Covered Enrollee as defined in Section II. of Covered Enrollee's gross misconduct. Each Covered Enrollee and/or Dependent shall notify MHN of the D. If a Covered Enrollee has any grievance with respect termination of coverage under this Agreement for any of to MHN's provision of Covered Services pursuant to this the reasons set forth in paragraphs B.1., B.3., B.4., or Agreement, a Covered Enrollee may file a grievance report B.5., above, within thirty (30) days of such event. with MHN as provided by MHN's grievance policies and procedure described at Exhibit "B" hereto. Additionally, E. A Covered Enrollee, and/or any Dependent, who if any Covered Enrollee believes that his or her enrol- desires continuation coverage shall give written notice lment has been terminated or that an opportunity to to MHN within sixty (60) days of Covered Enrollee's or re-enroll has been denied because of the Covered Dependent's termination of benefits under this Agree- Enrollee's health status or requirements for Covered ment. The Covered Enrollee, or Dependent(s), electing Services, the Covered Enrollee may request a review of to continue coverage with MHN shall make payment of the any such termination or denial by the California Commis- full applicable Capitation Payment for said coverage sioner of Corporations. directly to Payor, unless otherwise instructed in writing by MHN. Payor shall collect and remit said payment to MHN. A Covered Enrollee may choose to pay XIV. CONTINUATION COVERAGE/INDIVIDUAL the Capitation Payment in monthly installments, provided CONTINUATION OF BENEFITS that MHN shall be notified of such election in writing at the time continuation coverage is elected. A. if a Covered Enrollee ceases to be designated as eligible for Covered Services under this Agreement as a F. Continuation coverage under this Section shall result of a reduction in the Covered Enrollee's hours of terminate upon the earliest of any of the following employment with Payor, or as a result of the termination events: of the Covered Enrollee's employment with Payor for reasons other than the Covered Enrollee's gross miscon- 1. Payor no longer provides benefits under this duct, MHN shall provide such Covered Enrollee with Agreement to any of its employees; continuation coverage in the manner provided by this Section XIV. 2. the Capitation Payment for continuation coverage is not paid when due; B. If a Dependent ceases to be designated as eligible for Covered Services under this Agreement as a result of 3. comparable benefits become available to the any of the following events, MHN shall provide such Covered Enrollee, or any applicable Dependent, under Dependent with continuation coverage in the manner another health insurance program provided by an provided by this Section XIV: employer; 1. death of the Covered Enrollee; 4. a Dependent electing continuation coverage becomes eligible for Medicare; or 2. termination of Covered Enrollee's employment or reduction in the Covered Enrollee's hours of 5. a Dependent electing continuation coverage employment for reasons other than gross misconduct; following a divorce from a Covered Enrollee subsequently remarries and is covered by his or her new spouse's 3. divorce or legal separation of the Covered health insurance program. Enrollee; G. Covered Enrollees, who are Dependents, shall be 4. Covered Enrollee becomes eligible for Medicare; offered the same services and benefits as are offered to CA - GSA (7-25-88) (Rev. June 19, 1989) 9 Agreement No. 2035 Covered Enrollees who are employees of that Payor. If required Co-payments. Benefits provided under any Other the group health plan of a Payor is changed, these Plan include the benefits that would have been provided changes shall be applied to the Covered Enrollees and had claim been made for those benefits. Dependents who have properly elected continuation coverage pursuant to this Section. There shall be no 3. If any Other Plan which is involved in para- interruption or lapse in coverage for a Covered Enrollee graph 2, above, contains a provision coordinating its or Dependent who properly elects continuation coverage, benefits with those of this Plan and the rules of such provided that all Capitation Payments are paid to and Other Plan require the benefits of this Plan to be received by MHN in a timely manner. determined first, the stated benefits of this Agreement will be provided without reduction. H. In the event that a Covered Enrollee or Dependent does not elect continuation coverage hereunder or fails 4. In all other circumstances, the following to pay premiums for continuation coverage as required by rules are used to determine the order in which benefits this Section, the Covered Enrollee or Dependent shall be are payable by the Plans, including benefits under this responsible for payment to MHN on a fee-for-service basis Agreement: of all charges for services and benefits provided to the Covered Enrollee or Dependent by MHN, if any, following a. a Plan under which a Covered Enrollee is an the date on which Covered Enrollee or Dependent ceases to employee pays before a Plan under which the Covered be eligible for Covered Services under this Agreement. Enrollee is a dependent; I. Covered Enrollees, including Dependents, will not b. if a Covered Enrollee's dependent child is need to establish eligibility for continuation coverage covered under more than one Plan, the Plan of the under this Section. Covered Enrollee with the birth anniversary closest to January 1 in a single calendar year is primary. J. At the expiration of continuation coverage for any reason other than non-payment of the applicable (i), when the parents are separated or Capitation Payment, MHN shall provide Covered Enrollees, divorced and the parent with custody of the child has including Dependents, with the opportunity to enroll in not remarried, the Plan which covers the child as a any individual policy generally available through MHN. dependent of the parent with custody pays first; (ii). when the parents are divorced and the XV. RECEIPT OF SERVICES UNDER AGREEMENT parent with custody of the child has remarried, a Plan which covers the child as a dependent of the parent with By receiving Covered Services under this Agreement the custody pays before a Plan which covers the child as a Covered Enrollee shall be bound by all of its terms. dependent of the stepparent, and a Plan which covers the child as a dependent of the stepparent pays before a Plan which covers the child as a dependent of the parent XVI. COORDINATION OF BENEFITS without custody; All of the benefits provided by this Agreement are (iii). regardless of (a) and (.b) above, if subject to the following provisions and limitations there is a court decree which establishes a parent's regardless of any other provisions of this Agreement. financial responsibility for the child's health care expenses, a Plan which covers the child as a dependent A. Order of Benefits Determination of that parent pays first; and 1. This provision applies in determining the 5. To the extent that Payor's general health benefits of a Covered Enrollee under this Agreement for insurance program (excluding benefits provided pursuant any Claim Determination Period if, for the Allowable to this Agreement) for its employees ("Payor's Program") Expenses incurred by that Covered Enrollee during that duplicates Covered Services provided under this Agree- period, the sum of (a) the value of the benefits that ment, Payor's Program shall be the Plan responsible for would be provided under this Agreement without this paying for such benefits. provision, and (b) the benefits that would be provided under all Other Plans, without provisions of a similar 6. When the above rules do not establish the purpose to this provision, would exceed such Allowable order of payment, the Plan under which the Covered Expenses. Enrollee has been enrolled the longest period of time 2. As to any Claim Determination period to which pays first. this provision is applicable, the benefits that would be 7. When a husband and wife are both Covered provided under this Agreement in the absence of this Enrollees under MHN plans, each spouse may claim on his provision for Allowable Expenses incurred by a Covered or her behalf, or on behalf of his or her enrolled Enrollee during such Claim Determination Period shall be Dependents, the combined maximum contractual benefits reduced to the extent necessary so that the sum of such which any single Covered Enrollee is entitled to receive benefits, as reduced, and all of the benefits provided under this Agreement, not to exceed 100% (one-hundred for those Allowable Expenses under all Other Plans except per cent) of the benefits provided hereunder for any as provided in subparagraphs 3 and 4 below, shall not single claim for a Covered Service. In no event will exceed the total of those Allowable Expenses minus any the Covered Enrollee be entitled to benefits from MHN in CA - GSA (7-25-88) (Rev. June 19, 1989) 10 Agreement No. 2035 excess of those which the Covered Enrollee would have intended to create, nor will be deemed or construed to received if no Other Plan benefits were available. create, any relationship between the parties other than that of independent contractors. Neither of the B. Responsibility for Timely Notice parties, nor any of their respective officers, directors or employees, shall act as nor be construed to be the MHN is not responsible for coordination of benefits partner, agent, employee or representative of the other. unless information has been provided by the Covered Enrollee or the Other Plan, as applicable, regardless of the application of this provision, within ninety (90) XIX. NOTICES days of Covered Enrollee's receipt of the applicable Covered Services. All notices required by this Agreement shall be in writing and shall be sent by United States mail, cer- C. Reasonable Cash Value tified or registered, return receipt requested, postage prepaid, to Payor or MHN at their respective addresses When the Other Plan provides benefits in the form of set forth on the signature page of this Agreement. If services rather than cash payment, the reasonable cash mailed in accordance with the above, such notice shall value of services provided will be considered to be a be deemed to be received three (3) business days after benefit paid. mailing. Payor or MHN shall notify the other party in writing within thirty (30) days of a change in address D. Riqht to Receive and Release Necessary Information to which notices are to be sent. For the purpose of determining the applicability of and implementing the terms of this provision of this Plan or XX. PRIOR APPROVAL OF WRITTEN MATERIALS any provision of similar purpose of any Other Plan, this Plan may release to, or obtain from, any insurance All materials published or distributed concerning this company or other organization or person any information, Agreement shall be approved by MHN prior to use. with respect to any person, which the Plan deems to be necessary for such purposes. Any person claiming bene- fits under this Plan shall furnish such information as XXI. PARTICIPATING PROVIDER - may be necessary to implement this provision. COVERED ENROLLEE RELATIONSHIPS E. Facility of Payment Both parties to this Agreement shall permit and encourage the professional relationship between Partici- Whenever payments which should have been made under this pating Providers and Participating Facility Providers Plan have been made under any Other Plan, MHN will have and Covered Enrollees to be maintained without inter- the right, exercisable alone and in its sole discretion, ference and in a manner which would enhance the to pay to that Other Plan any amount MHN determines to Continuity of Care and confidentiality of services. be warranted to satisfy the intent of this provision. Any amount so paid will be considered to be benefits provided under this Plan, and to the extent of such XXII. ENTIRE AGREEMENT payments, this Plan shall be fully discharged from Liability under this Plan. This Agreement contains all the terms and conditions between MHN and Payor and supersedes all other agree- F. Right of Recovery ments, oral or otherwise. This Agreement may be amended by mutual agreement of the parties, and such amendment Whenever payments for Covered Services have been made by shall be in writing and signed by both parties. MHN and those payments are more than the maximum payment Notwithstanding the foregoing, however, Chapter 2.2 of necessary to satisfy the intent of this provision, Division 2 of the California Health and Safety Code and regardless of who was paid, MHN has the right to recover the excess amount from any persons to or for whom those payments were made, or from any insurance company, Subchapter 5.5 of Chapter 3 of Title 10 of the service plan or any other organizations or persons. California Administrative Code shall govern the provi- sions of this Agreement, and any provision required to be in this Agreement by either of the foregoing shall XVII. ASSIGNMENT/SUBCONTRACTING bind the parties hereto, whether or not specifically set forth in this Agreement. Neither party shall have the right to assign, delegate or subcontract any of its rights or obligations hereunder without the prior written consent of the other party. XXIII. PROVISIONS SEPARABLE The invalidity or unenforceability of any term or XVIII. INDEPENDENT CONTRACTOR provision of this Agreement will not affect the validity RELATIONSHIP or enforceability of any other term or provision. The relationship between MHN and Payor is one of independent contractors. Nothing in this Agreement is XXIV. HEADINGS CA - GSA (7-25-88) (Rev. June 19, 1989) 11 Agreement No. 2035 The headings of the various Sections of this Agreement XXVI. WAIVER OF BREACH are inserted merely for the purpose of convenience and do not expressly, or by implication, limit or define or The waiver by either party of a breach or violation of extend the specific terms of the Section so designated. any provision of this Agreement shall not operate as or be construed to be a waiver of any other or subsequent breach thereof. XXV. DISPUTE RESOLUTION A. Any controversy between the parties to this Agree- XXVII. APPLICABLE LAW ment shall be resolved, to the extent possible, by informal meetings or discussions between the appropriate This Agreement shall be governed in all respects by the representatives of the parties. laws of the State of California and applicable Federal Law. B. Except as set forth herein, in the event the parties are unable to resolve the controversy informally, the parties agree to submit the matter to binding arbitration XXVIII. DISCRIMINATION under the commercial rules of the American Arbitration Association ("AAA") then in effect. The parties agree to MHN shall not discriminate in the provision of Covered divide equally the AAA administrative fee as well as the Services to Covered Enrollees or in entering into any arbitrator's fee, if any, unless otherwise assessed by Group Services Agreement based on the race, color, the arbitrator. The administrative fee shall be advanced national origin, ancestry, religion, sex, marital by the initiating party subject to final apportionment by status, sexual orientation, age or handicap condition of the arbitrator in his/her award. The arbitrator's award any Covered Enrollee or Group Member. However, no may be enforced in any court having jurisdiction thereof language in this Article XXVIII will in any way restrict by the filing of a petition to enforce said award. Cost or alter MHN's statutory rights to contract against of filing may be recovered by the party which initiates liability for services or reimbursement relating to the such action to have an award enforced. treatment of a pre-existing handicap condition or any condition relating thereto as set forth in Article IV C. Arbitration shall take place in the County of Los herein or elsewhere in this Agreement. Angeles or such other Location mutually agreed upon by the parties. XXIX. EXHIBITS D. The parties shall have the rights to discovery provided by Part 4 of the California Code of Civil The Exhibits attached to this Agreement are an integral Procedure, or its successor. part of this Agreement and are incorporated herein by reference. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above. "PAYOR" CITY OF EL SEGUNDO 350 Main Street "MHN" El Segundo, CA 90245 MANAGED HEALTH NETWORK 5100 W. oeatrc , Ste. 300 Los Angeles, CA. 90056e Y. f r � Name: Prank V. Meehan :ame("-� y: Title: Cite Manager John K. Tillotson. M.D. Date: July 14, 1989 Title: President & Chief Executive Officer Date: 41-'"0/'7 CA - GSA (7-25-88) (Rev. June 19, 1989) 12 Agreement No. 2035 Exhibit "All SUMMARY OF BENEFITS CA - GSA (7-25-88) (Rev. June 19, 1989) 13 Agreement No. 2035 CITY OF EL SEGUNDO CO-PAYMENT SCHEDULE OUTPATIENT CO-PAYMENT E: 1. No deductible 2. MHN Provider Contract Rates:LCSW x$60.00; Ph.D.a$70.00; M.D.a$90.00 3. Covered Enrollee's Co-payment Schedule Is as follows; Session Number Co-Pavment Per ContractInoRaLe Session 1 - 5 No oo-payment Session 6-10 $10.00 Session 11 - 15 $20.00 Session 16+ $30.00 1 Individual session=2 group sessions(Co-payment Is 1/2 that of Indly session) INPATIENT CO-PAYMENT SCHEDULE: Psychiatric: 1. No benefit Chemical we /Inpatlent: 1. No benefit Chemical DependencylAfternate Care: 1. No benefit 1032-620H 06-01-69 Agreement No. 2035 I. OUTPATIENT BENEFITS CA - GSA (7-25-88) (Rev. June 19, 1989) 14 Agreement No. 2035 CRY OF EL SEGUNDO SUMMARY OF BENEFRS NTRACTING PROVIDERS OUTPATIEMT 1. No deductible 2. PAYMENT SCHEDULE: Session Number %Co-Pavment oer Contractfnq Nate Session 1 - 6 No co-payment Session 6-10 $10.00 Session 11 - 15 $20.00 Session 16+ $30.00 1 Individual session=2 group sessions(Co-payment Is 1/2 that of Indlv.sesslon) 3. Benefits paid per Covered Enrollee. 4. There Is no set maximum annual benefit. Services and benefits are provided as needed and as agreed upon between provider and MHN's Utilization Management department 1032-8201 06-01-89 Agreement No. 2035 CITY OF EL SEGUNDO SUMMARY OF BENEFITS NON-CONTRACT PROV'ID'ER OUTPA,nEWr 1. H a non-contracting provider is used', MHN will pay 50%of the payment It would make to a contracting provider up to a maximum of$60.00 per session. 2. Maximum annual dollar benefit Is$750.00. 3. Benefits paid per Covered Enrollee. /. There Is no set session maximum.(unlimited number of sessions per year) 1032-820H 06-01-89 Agreement No. 2035 1I. INPATIENT BENEFITS CA - GSA (7-25-88) (Rev. June 19, 1989) 15 Agreement No. 2035 CITY OF EL SEGUNDO SUMMARY OF BENEFITS !PONTRACTING FACILITIES INPATIENT S ALTERNATE CARE: PSYCHIATRIC: 1. No benefits. CHEMICAL DEPENDENCY: 1. No benefits. 1032-820H 06-01-89 Agreement No. 2035 CITY OF EL SEGUNDO SUMMARY OF BENEFITS NON-CO ASG FACILITIES; IWA17ENIT A ALTERNATE CARE: PSYCHIATRIC: 1. No benefits. CHEMICAL DEPENDENCY: 1. No benefits. 1032-820H 06-01-89 Agreement No. 2035 III. BENEFITS FOR OUT-OF-AREA SERVICES CA - GSA (7-25-88) (Rev. June 19, 1989) 16 Agreement No. 2035 CITY OF EL SEGUNDO OUT OF AREA BENEFrTS 1. For those persons In areas where MHN does not have any contracting providers within a reasonable distance, MHN will Ad-Hoc providers where possible. H MHN Is unable to Ad-Hoc a provider,Covered Enrollees may go to a non-contracting provider and MHN will pay the usual and customary rate. 10.41-820H 06-01-85 Agreement No. 2035 Exhibit "B" GRIEVANCE POLICIES AND PROCEDURES I. POLICIES AND PROCEDURES necessary to resolve the problem. A. If a Covered Enrollee, while covered by an MHN plan, I. The Covered Enrollee shall be promptly advised in has a grievance concerning a person, service, the quality writing of the Grievance Committee's actions. or availability of care, or the contractual benefits of MHN, the grievance shall be resolved according to these J. The Member Services Representative is responsible policies and procedures. for (i) assuring that the resolution of all grievances is recorded on the Report and (ii) providing the B. The Covered Enrollee first registers the grievance Director of Provider Relations with a final copy of all with a Member Services Representative accessed by Reports. Each month the Director of Provider Relations telephone at 1-800-777-WELL (the "Warm Line"), by walk-in shall present a summary of the nature and resolution of interview, by arranged appointment, or by writing to MHN all grievances to the Medical Director ("Monthly at 5100 W. Goldleaf Circle, Ste. 300, Los Angeles, CA. Grievance Summary"). 90056. No later than twenty (20) days after receipt of a grievance, a Member Services Representative with clinical training must acknowledge receipt of the II. ,RESPO'N'SIBIL'I'TY FOR AND REVIEW OF grievance and complete or assist the Covered Enrollee in GRIEVANCE POLICIES AND PROCEDURES the completion of a Grievance Report ("Report"), in the form attached hereto. If the Member Services A. The Medical Director shall be the designated plan Representative who first receives contact from a Covered officer with the primary responsibility for maintenance Enrollee is unable to distinguish between an inquiry and of grievance policies and procedures. a grievance, the contact will be memorialized on a Report as a grievance. B. The Medical Director shall be responsible for assuring that there is no discrimination against any C. The Member Service Representative, with the Covered Enrollee, including termination of benefits, assistance of the appropriate MHN staff, will attempt to based solely on the grounds that the Covered Enrollee resolve the problem with the Covered Enrollee during the registered a grievance. initial contact with the Covered Enrollee. C. The Medical Director shall review the operations of D. If the Covered Enrollee is not satisfied with the all grievance policies and procedures and formulate Member Services Representative's resolution of the policy changes and procedural improvements based on Covered Enrollee's grievance, the Report is forwarded to emergent patterns of grievances. the Director of Provider Relations. The Director of Provider Relations shall inform the Medical Director of D. The Monthly Grievance Summary prepared by the receipt of each Report of an unresolved grievance. The Director of Provider Relations shall be reviewed on a Director of Provider Relations or his/her designee shall trimonthly basis by the Board of Directors of MHN and promptly investigate and attempt to resolve the the Plan's Public Policy Committee. grievance. Assistance from all appropriate MHN personnel shall be solicited by the Director of Provider Relations. E. ALL Covered Enrollees will receive a Combined Evidence of Coverage and Disclosure Form which will E. If the Director of Provider Relations cannot resolve include the telephone number for the Warm Line. The the grievance to the satisfaction of the Covered Warm Line will give Covered Enrollees access to Member Enrollee, the Medical Director is notified in writing and Services Representatives. reviews options for resolution. F. Copies of this Document and Reports will be F. Each of the foregoing steps may require MHN to make accessible at all MHN facilities and all provider frequent contact with a Covered Enrollee, either in facilities. person, by telephone, or in writing. G. No later than thirty (30) days following the Covered Enrollee's registration of a grievance, MHN shall notify the Covered Enrollee of MHN's final resolution. H. If the Covered Enrollee remains dissatisfied with MHN's resolution of the grievance, the Grievance Committee is notified in writing and sent reports on the summaries of the issues. The Grievance Committee shall meet within fifteen (15) days of receiving such notice to review options for resolution of the grievance. The Grievance Committee shall take all appropriate steps CA - GSA (7-25-88) (Rev. June 19, 1989) 17 Agreement No. 2035 GRIEVANCE LOG Date By Nature of Disposition Date of Recld Whom Complaint of Complaint Disposition CA - GSA (7-25-88) (Rev. June 19, 1989) 18 Agreement No. 2035 GR'IE'VANCE REPORT Name: Employer: Address: MHN I.D. #: Facility/Provider: Telephone #: (h) (w) Describe incident: Describe resolution: Signature: Date: CA - GSA (7-25-88) (Rev. June 19, 1989) 19 Agreement No. 2035 Exhibit "C" QUALITY ASSURANCE/UTILIZATION MANAGEMENT ("QA/UM") PROGRAM associated with the delivery of that care.. I. QUALITY ASSURANCE PROGRAM ORGANIZATION OF THE QUALITY ASSURANCE FUNCTION OBJECTIVES A. The Quality Assurance Committee The objectives of the Managed Health Network ("MHN") Quality Assurance Program are to ensure that providers The Quality Assurance Program is governed by the Quality and staff: Assurance Committee, chaired by the MHN Medical Director. The membership of the Quality Assurance A. Deliver appropriate and cost-effective Mental Committee shall be representative of the various mental Health Care Services; health care professions. The Committee shall meet at Least quarterly and provide reports to MHN's President, B. Provide ongoing monitoring and evaluation of the Vice President and the Medical Director. The Quality care provided; Assurance Committee shall establish and govern the following committees: C. Pursue opportunities to improve patient care; 1. Utilization Management Committee (UMC): D. Resolve identified quality-related problems; and The Utilization Management Committee monitors and E. Meet applicable regulatory requirements and maintains compliance with plan policies, institutional accreditation standards. and ambulatory utilization, referrals, and staffing, and assures proper emergency care, thus assisting in the In summary, the fundamental concepts of the Quality promotion and maintenance of an optimal and achievable Assurance Program are that: quality of patient care. A. All patients have an equal chance that their care 2. Credentialing Committee: is reviewed; The Credentialing Committee shall monitor the B. All Participating Facility Providers and Par- qualifications and continuing performance of Participa- ticipating Providers are reviewed on a regular basis; ting Providers and Participating Facility Providers. C. Medical records are reviewed on a regular basis; 3. Standards and Assessment Committee: D. Information and comment from patients is sought; The Standards and Assessment Committee shall set standards for the provision of quality Mental Health E. Problems and solutions are quantified, whenever Care Services, and coordinate and/or perform assessment possible; programs. Information generated by the Standards and Assessment Committee and other plan staff shall be F. Participating Facility Providers, Participating forwarded to the Utilization Management Committee. The Providers and MHN's administrative staff participate; Standards and Assessment Committee shall also monitor all risk management issues. G. Participants take action to correct problems; and B. Oar anizational Particioation H. Solutions to problems are reassessed to promote Lasting change. The organization and operation of the Quality Assurance Program shall not limit nor reduce the involvement of RESPONSIBILITY AND ACCOUNTABILITY the Participating Facility Providers and Participating Providers. The active participation of these parties in The MHN Medical Director has the ultimate respon- this program shall be actively solicited in order to sibility to ensure that the Quality Assurance Program is ensure the delivery of appropriate and cost-effective established, maintained, and supported on a continuing Mental Health Care Services. basis. Such responsibility includes the day-to-day operational implementation of the Quality Assurance II. UTILIZATION MANAGEMENT Program. Utilization Management is the planning, organizing, Quality Assurance is, however, a total plan effort directing and controlling of health care to assure cost- and is the responsibility of all MHN personnel. Quality effective, high-quality care while contributing to the patient care includes not only mental health treatment, overall goal of patient wellness. This is accomplished but also the amenities and administrative services through the judicious use of Outpatient as well as CA - GSA (7-25-88) (Rev. June 19, 1989) 20 Agreement No. 2035 Inpatient resources with the control of inappropriate Inpatient admissions, lengths of stay, and outpatient services. ASSESSOR: For specific benefit plans, initial refer- rals for mental health care are directed to an MHN Assessor. For these benefit plans, the patient must be evaluated by an Assessor prior to treatment. The Asses- sor may authorize up to ten (10) treatment sessions. Beyond the ten (10) treatment sessions, the Quality Assurance/Utilization Management Committee reviews the Treatment. UTILIZATION MANAGEMENT PROGRAMS A. Pre-Admission Certification for Elective or Urgent Admissions: Requests for all elective admissions to Hospitals and all admissions to Facilities providing Alternate Treat- ment require prior approval. Providers must telephone the MHN office for review. B. Admission Certification and Continued Stay Review: Emergency admissions must be reported to MHN as soon as possible and at maximum within one (1) business day after admission. Emergency and elective inpatient hospital admissions are reviewed for certification. The Utilization Management Coordinator and Inpatient Reviewer evaluate the severity of illness and intensity of service on a regular basis throughout the Covered Person's stay to assure that medically necessary service is continued, using pre-established, objective criteria. Admissions to Facilities providing Alternate Treatment are reviewed for medical necessity in a similar manner. C. Discharge Planning: The MHN's QA/UM Coordinator and Inpatient Reviewer assist the attending provider and hospital discharge planner with post-facility planning. This team formu- lates and promotes continuity of care using alternate treatment methods, when appropriate, and collaborates with patients and families to ensure patients have a quality, supportable aftercare plan following discharge. D. Ambulatory Review: Outpatient treatment may be authorized by an MHN Assessor. Following the initial authorized period, the Utilization Management Committee reviews the treatment. The Participating Provider submits a Treatment Planning Report to the Utilization Management Committee in order to obtain further authorization for treatment. if the Report and Treatment Plan meet MHN standards, then the Utilization Management Committee gives authorization to continue treatment. CA - GSA (7-25-88) (Rev. June 19, 1989) 21 Agreement No. 2035 Exhibit I'D" CAPITATION PAYMENTS The Capitation Rate per Covered Enrollee per month is Nine Dollars (59.00). CA - GSA (7-25-88) (Rev. June 19, 1989) 22 Agreement No. 2035 AMENDMENT TO THE GROUP SERVICES AGREEMENT BETWEEN MANAGED HEALTH NETWORK AND CITY OF EL SEGUNDO This Amendment to the Group Services Agreement ("Group Services Agreement" or "Agreement" herein) is entered into this 1st day of June, 1989, to be effective the 1st day of December, 1988, by and between City of El Segundo ("Payor"), and Managed Health Network, a California Corporation ("MHN") and amends as follows: 1. Section II, paragraph I, delete and replace with the following: "Prior to, but no Later than on the effective date of this Agreement, Payor shall compile, certify and furnish to MHN a list of the names and addresses, including city and zip codes, and social security numbers, of all Covered Enrollees and their respective covered Dependents who are entitled to receive Covered Services under this Agreement. A Listing of additions, changes and deletions in any of the information items listed above shall be submitted by Payor to MHN on or before each first (1st) day of each month." 2. Section III, paragraph I, delete "...thirty (30) days..." and replace with "...sixty (60) days...". 3. Section V, paragraph B: delete "...thirty (30) days..." and replace with "...sixty (60) days..." 4. Section IV, paragraph M: delete in its entirety and reletter N through U, to M through T respectively. 5. Section XII, paragraph C, delete and replace with the following: "Either party shall have the right to terminate this Agreement without cause upon sixty (60) days' prior written notice delivered to the other party." 6. Section XII, subparagraph D 5, delete "After the date of termination of this Agreement, Payor shall..." and replace with the following: "After the date of termination of this Agreement, MHN shall no longer...". 7. Add Section: "XXX. Indemnification A. MHN agrees to hold Payor, its officers and employees harmless from and against any liability arising out of the errors of omissions of MHN, its agents, employees or representatives in the performance of duties under this Agreement. B. MHN shall remain during the life of this Agrement professional Liability insurance covering damage resulting from errors or omissions to cover claims for damages which may arise from the performance of work under this Agreement in an amount of not less than one million dollars ($1,000,000)." Except as specifically amended by this Agreement, all of the terms and conditions of the Group Services Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. "PAYOR" "MHN" City of EL Segundo MANAGED HEALTH NETWORK 350 Main Street 5100 W. Goldleaf Circle, Ste. 300 EL Segundo, CA 902,x45 f Los Angeles, CA. 90056 Name:(( Frank V. Meehan Name: John K. Tillotson, M.D. Title: City Manager Title:President & Chief Executive Officer Date: 7-14-89 Date: CA - GSA (7-25-88) (Rev. July 8, 1989) i