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HomeMy WebLinkAboutC-1894• 1,F51 CoNng vmm n o- we EMPLOYEE A SSISTANCE PROGRAM SERVICES AGREEMENT vauA MANAGED HEALTH NETWORK AND CITY OF ARCADIA GROUP #8533 This Employee Assistance Program Services Agreement ( "Agreement "), is to be effective the 1st day of January, 2002 by and between MANAGED HEALTH NETWORK ( "MHN "), a California corporation, and CITY OF ARCADIA ( "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: I. DEFINITIONS 1.1 "Covered Person or Member" - Any individual who, pursuant to this Employee Assistance Program Services Agreement, is eligible for EAP benefits as an Eligible Employee or Dependent. 1.2 "Critical Incident Stress Debriefing (CISD)" — a group meeting or discussion regarding a distressing and traumatic incident in the workplace. These meetings are conducted by specially trained and qualified MHN providers and generally are conducted at the workplace. 1.3 "Dependent" - Any person who: 1. is the spouse of an Eligible Employee; 2. is a dependent child of an Eligible Employee or Eligible Employee's spouse, who is either: a. unmarried and age nineteen (19) or less; or b. over the age of nineteen (19) and incapable of self - sustaining employment by reason of mental retardation or physical handicap incurred prior to age twenty (20) and chiefly dependent upon the Eligible Employee or Eligible Employee's spouse for support and maintenance. Proof of such incapacity and dependency must be furnished to Client within thirty -one (3 1) days of such Dependent's attainment of his or her twentieth (20th) birthday and each birthday thereafter; or 3. is an unmarried Dependent child of Eligible Employee or Eligible Employee'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. Page 1 of 12 s000a�a „� „o 4. Children in the military are not eligible. G A Dependent of an Eligible Employee or Eligible Employee's spouse becomes eligible to receive Covered Services on the date on which the Dependent becomes a Dependent of Eligible Employee or Eligible Employee's spouse. For adopted and foster children of Eligible Employee or Eligible Employee's spouse, coverage will begin at the moment the child is placed in the custody of the adoptive or foster parents. 1.4 "Eligible Employee" - an individual who is an active full -time employee of Client and for whom a fee is paid by Client to MHN. 1.5 "Employee Assistance Program" ( "EAP ") - the MHN program for the Assessment and Referral of Covered Persons as described in this Agreement. 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 consultation with a Covered Person in connection with the Covered Person's health, mental health, alcohol or substance abuse problems, excluding telephone consultations that occur in acute emergency situations, (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 "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. 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 Page 2 of 12 s. 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 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 21" hour, MHN shall bill Client at the rate of $200.00 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 incurred by MHN. d) MHN shall provide a maximum of six (6) 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 EAP Life Management Services. MHN shall also provide those EAP life management 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. 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. Except with respect to materials prepared solely by MHN and distributed in accordance with MI-IN'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. 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; b) review and distribution of a Summary Plan Description as required by ERISA; and C) filing Summary Plan Description with U.S. Department of Labor. 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. Page 3 of 12 0 IV. COMPENSATION OF MHN 0 4.1 Monthly Fee. For the term January 1, 2002 through December 31, 2002, Client shall pay to MHN a Monthly Fee equal to one dollar and eighty -five cents ($1.85) per Eligible Employee. For the term January 1, 2003 through December 31, 2003 the Monthly Fee shall not increase more than five percent (5%). 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 (I %) 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 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 Tenn 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 1st day of January, 2002 (the "Effective Date "), and shall initially continue in effect for a period of twelve (12) months, through the 31st day of December, 2002, 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. Page 4 of 12 0 & 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. Page 5 of 12 0 0 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. 103 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, 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. a) Any controversy between the parties to this Agreement shall be resolved, to the extent possible, by informal meeting or discussions between the appropriate representatives of the parties. b) In the event the parties are unable to resolve the controversy informally, the parties agree to submit the matter to binding arbitration before a single arbitrator acceptable to both parties under the commercial rules of the American Arbitration Association ( "AAA ") then in effect. The parties agree to divide equally the AAA's administrative fee as well as the arbitrator's fee, if any, unless otherwise assessed by the arbitrator. The administrative fee shall be advanced by the initiating party subject to final apportionment by the arbitrator in his/her award. The arbitrator's award may be enforced in any court having jurisdiction thereof by the filing of a petition to enforce said award. The cost of filing may be recovered by the party which initiates such action to have an award enforced. c) Arbitration shall take place in San Francisco, California, or such other location mutually agreed upon by the parties. d) The parties shall have the rights of discovery provided by the laws in the state where the arbitration is conducted. 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 10.9 Indemnification. Client agrees to indemnify MHN, its directors, officers, employees and agents, and hold them harmless, for any and all reasonable expenses, claims, liabilities and judgments arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from negligent or intentional acts or omissions on the part of Client or its directors, officers, employees, or agents. MHN agrees to indemnify Client, its directors, officers, employees and agents, and hold them harmless, for any and all reasonable expenses, claims, liabilities and judgments arising out of the performance of this Agreement but only Page 6 of 12 0 in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from negligent or intentional acts or omissions on the part of MHN or its directors, officers, employees, or agents. 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 ARCADIA 240 West Huntington Drive Arcadia, CA 91066 By, w °" w Name: U)4%•f,Y!�4j Title: Date: 0-0115* APPROVED AS TO FORM: i6��L ( City Attorney City of Arcadia y ,MI-IN MANAGED HEALTH NETWORK 1600 Los Gamos Drive, Suite 300 San Rafael, CA 94903 By: Name: Jon M. Schneider Title: Director Operations Administration Date: 6 /G /z Page 7 of 12 Exhibit 2.3 Exhibit 2.4 Exhibit 2.5 TABLE OF EXHIBITS Client Training Programs Reports to Clients EAP Life Management Services Page 8 of 12 0 EXHIBIT 2.3 CLIENT TRAINING PROGRAMS The following training programs shall be provided as requested by Client at no additional charge. I. Orientation seminars for employees 2. Training seminars for managers and supervisors 3. Management Consults /Job Performance Referrals and related follow -ups 4. Four (4) "brown bag" seminars 5. Critical Incident Stress Debriefings [except as provided in Section 2.3 (c)] Page 9 of 12 9 rIL EXHIBIT 2.4 REPORTS TO CLIENT Name of Report Interval EAP Utilization Report Semi - Annually and Annually Page 10 of 12 0 0 EXHIBIT 2.5 EAP LIFE MANAGEMENT SERVICES • Counseling for Financial and Credit Problems. In a "buy now, pay later' world, it's easy to suddenly find oneself in financial trouble. This plan covers the services of a Participating Financial Counselor (as defined below) to help get the Member's finances back under control, analyze spending habits and patterns, develop a realistic, personalized budget, and to educate the Member on available credit rights and, This service does not cover tax or. investment advice, nor does MHN give loans or pay bills. One Session = Telephone session of up to 60 . minutes. • Counseling for Childcare Matters. Childcare problems can produce frustration, concern and guilt. They can interfere with a parent's routine, causing missed time from work and canceled plans. This plan covers the services of a Participating Counselor (as defined below) to help a Member assess the Member's childcare needs and to identify and evaluate appropriate childcare options. One Session = Telephone session of up to 60 minutes. • Counseling for Eldercare Matters. Getting the help required to care for an aging relative can be a difficult ' and confusing process for concerned family members. This plan covers the services of a Participating Counselor (as defined below) to help a Member explore and utilize available resources to resolve problems with elder living arrangements, nutrition, health care, legal rights, and Social Security, Medicare and Medicaid benefits. One Session = Telephone session of up to 60 minutes. • Counseling for Legal Problems. In the past, only the most privileged had routine access to legal advice. Today, legal counsel is frequently a necessity for the average citizen. This plan covers the services of a Participating Legal Counselor (as defined below) to provide legal consultation to Members with legal questions in areas of family law, consumer issues, landlord- tenant disputes, personal injury, contracts and criminal matters. This plan specifically does not cover legal representation in court, preparation of legal documents, or advice in the areas of labor, employment, taxes, patents or immigration. One Session = Telephone session of up to 30 minutes. • Counseling for Federal Tax Problems. Few events in life cause as much worry and preoccupation as dealing with the Internal Revenue Service under potentially adverse circumstances. To Members who are faced with federal tax problems, this plan covers the services of a Participating Tax Counselor (as defined below) to provide tax consultation for: • Unpaid federal taxes, penalties and interests. • IRS audits. • .Unfiled, past -due federal tax returns. • Any other problem with the IRS that you or your family members have unsuccessfully attempted to resolve. Each family unit is entitled to a total of up to 90 minutes per year, which consists of three telephone sessions of up to 30 minutes each. Additional representation services are available on an employee -paid, fee for- service basis at below - market rates. Please note that this is not a tax representation and/or preparation service. • Counseling for Pre - Retirement Planning. Whatever retirement means to you, be it a time to get away from it all or a chance to develop personal interests, how those years are spent will depend on what is done to prepare for them. This plan covers the services of a Participating Retirement Counselor (as defined below) to provide information on topics relevant to persons of any age who are planning for retirement. Members will be provided information about the range of situations that they are likely to encounter in retirement, and they will be given guidance on how to plan ahead for quality retirement. This service does not cover specific investment, tax, or legal advice. One Session = Telephone session of up to 60 minutes. Page 11 of 12 • Counseling for Organizing Life's Affairs. In our complex lives, paperwork can become overwhelming, and leaving a legacy of disorganized records and vital documents can be a time - consuming and emotional burden to surviving loved ones. To simplify life, to prepare for emergencies, and to ease the burden on family members who may need to make important decisions in your absence, this plan covers the services of a Participating Counselor (as defined below) to address these needs. The counselor will teach you how to create an organized legacy. This benefit can also be used for Members who need to arrange "final details" for a friend or family member, or for Members who need suggestions and support about getting life back together after the loss of a loved one. One Session = Telephone session of up to 60 minutes., • Sanity Saverss"m, Concierge Service. MHN's Sanity SaverssM personal assistance service serves as a resource for providing solutions to your everyday challenges of life. Rather than spend a part of your busy workday finding resources for ordering flowers or theatre tickets, planning a vacation, or arranging transportation, this plan covers the services of a personal assistant to help you accomplish these tasks. Please note that this service only provides . general information regarding referrals and does not cover the cost of services purchased not does MHN guarantee the delivery and/or quality of any service. MEN reserves the right to decline specific requests. at MHNs sole discretion. One Session = Request for Service (30 minute maximum spent on each request) For the purposes of this Agreement, a "Participating Counselor', `Participating Financial Counselor ", "Participating Legal Counselor ", `Participating Tax Counselor ", and "Participating Retirement Counselor" are defined as an individual contracting with or employed by MHN or its affiliates who furnishes EAP Life Management Services to Covered Persons. Page 12 of 12