HomeMy WebLinkAbout467178 MANAGED HEALTH NETWORK MHN SERVICES - CONTRACT - RFP - 7049 EMPLOYEE ASSISTANCE PROGRAMM"N
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EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
BETWEEN
MHN SERVICES
AND
CITY OF FORT COLLINS
GROUP #1845
This Employee Assistance Program Services Agreement ("Agreement"), is to be effective the 1 st day of January,
2010, by and between MHN SERVICES ("MHN"), a California corporation, and CITY OF FORT COLLINS
("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 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 Agreement, is eligible for EAP
benefits as a Subscriber or Dependent.
1.2 "Covered Services" — Covered Persons obtain appropriate and necessary care, including confidential
counseling, assessment and referral for services such as substance abuse, psychological, work, family, marital, grief,
depression, financial, legal, child/elder care assistance, or other personal problems that may interfere with their
productivity and general well-being.
1.3 "Critical Incident Stress Debriefing" ("CISD") — a group meeting or discussion regarding a distressing
and traumatic incident occurring in the workplace. These meetings are conducted by trained and qualified MHN
providers and generally are conducted at the workplace.
1.4 "Dependent" - any person who:
is the spouse of a Subscriber;
is a dependent child of a Subscriber or Subscriber's spouse, who is either:
a. unmarried and age eighteen (18) or less; or
b. over the age of eighteen (18) and incapable of self-sustaining employment by reason of mental
retardation or physical handicap incurred prior to age nineteen (19) and chiefly dependent upon the Subscriber or
Subscriber's spouse for support and maintenance. Proof of such incapacity and dependency must be furnished to
Client within thirty-one (31) days of such Dependent's attainment of his or her nineteenth (19th) birthday and each
birthday thereafter;
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Page 1 of 19
EXHIBIT 2.4
REPORTS TO CLIENT -
Name of Report Interval
EAP Utilization Report (Usage, Statistical Quarterly
and Demographic Information)
EXHIBIT 2.5
WORK & LIFE SERVICES
Work & Life Services Summary
Work & Life Services provide telephonic consultations to help members deal with a wide variety of daily life issues
including childcare, eldercare, financial and legal services, identity theft recovery services and more.
Work & Life Services Description
• Childcare Assistance — This plan covers the telephonic consultation and referrals to childcare resources,
including childcare centers and special needs providers. Members can also obtain from MHN a list of up
to two (2) appropriate unconfirmed providers in a two -zip code area within twelve business hours.
• Eldercare Assistance — This plan offers a telephonic consultation to assess healthcare needs, financial and
legal concerns, living arrangements, etc., plus referrals to eldercare providers and residential facilities.
Members can also obtain from MHN a list of up to two (2) appropriate unconfirmed providers in a two -zip
code area within twelve business hours.
Premium Financial Services — This enhanced plan covers the telephone services of financial counselors
who offer telephone educational and consultative assistance to help Members with an array of financial
concerns. This service includes one sixty (60) minute telephonic consultation per separate matter, and also
includes a 25% discount on rates if financial consultant is hired for additional services. Topics include
credit counseling, debt and budgeting assistance, tax planning, financial planning for college and
retirement planning and specialized tax assistance. Please note that this is not a tax representation and/or
preparation service and investment advice, loans and bill payments are not included.
One Session = Telephone Session of tip to sixty (60) minutes.
Additionally, Premium Financial Services allows the Client to schedule financial classes for their
Members, selecting from an array of topics to best fits their Members' needs. After class participation,
Members will receive an additional thirty (30) days of telephonic financial coaching as class follow-up, at
no additional cost.
Premium Legal Services — This plan offers either an in -person office visit or the telephone service of a
network attorney or mediator to provide the Member a one hour consultation session. This includes one
60-minute telephonic consultation with a network attorney or mediator per separate legal matter, and also
includes a 25% discount on rates if legal consultant is hired for additional services. Telephonic or face-to-
face consultations for issues relating to civil, consumer, personal and family law, financial matters,
business law, real estate, estate planning and more. This plan excludes certain specialized legal areas
including labor and employment law or disputes or actions between you and your employer or MHN.
One Session = Telephone or Face —to -Face Session of up to sixty (60) minutes.
• Identity Theft Recovery Services —This service includes a telephonic consultation with a fraud resolution
specialist who will help the Member to determine if the Member was a victim of identity theft and
recommend options on how to place fraud alerts, freeze credit, file police reports, and conduct other
activities necessary to resolve fraud. General information on identity theft prevention is also available.
One Session = Telephone Session of tip to sixty (60) minutes.
• Daily Living Services — This service provides a telephonic consultation and referrals to consultants and
businesses that can help with everyday needs, including pet care, landscaping, auto repair, home
maintenance, travel, alternative medicine, nutrition and fitness, and household services. Please note that
this service only provides general information regarding referrals and does not cover the cost of services
purchased nor does MHN guarantee the delivery and/or quality of any service. MHN reserves the right to
decline specific requests at MHN's sole discretion.
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EXHIBIT 2.6
MHN ONLINE MEMBER SERVICES
Welcome Package Description
General
MHN Online Member Services Welcome package is designed to provide Covered Persons online access to
Employee Assistance Program (EAP) benefits, practitioner and provider searches, authorizations and behavioral
health services that include a number of self help programs, as well as professional assistance.
The MHN Online Member Services Welcome package features include:
Your EAP Benefits
■ EAP Benefit Summary
■ Description of Benefits
Emotional Health
■ Self -Assessments: Depression, Anxiety, Stress, Insomnia, and Alcohol and Substance Abur.
■ Self -Help Programs: Depression, Anxiety, Stress, Insomnia, and Alcohol and Substance
Abuse
■ Articles & More, Facts and information, Quick Tips
■ Links to related sites
■ Practitioner Search and Request Authorization
Health and Fitness
• Health Assessment
• Health Calculators
■ Articles & More
■ Links to related sites
Family & Work
■ Child and Elder Care Resource Directories
• Articles & More
■ Links to related sites
Financial & Legal
■ Financial Calculators
■ Articles & More
■ Links to related sites
Immediate Crisis Support
Available throughout the site, this function provides Covered Persons with a telephone number should they need
urgent intervention from a licensed clinician.
Special Feature
■ Monthly.Electronic Newsletter
Page 12 of 19
EXHIBIT 10.5
ARBITRATION
1. Any controversy between the parties of this Agreement, including, but not limited to, Members, shall be
resolved, to the extent possible, by informal meeting or discussions between the appropriate representatives of the
parties.
2. In the event that a dispute is not resolved in that process, MHN uses binding arbitration as the final method
for resolving all such disputes, whether stated in tort, contract or otherwise, and whether or not other parties such as
employer groups, health care practitioners, or their agents or employees, are also involved. In addition; disputes with
MHN involving alleged professional liability or medical. malpractice (that is, whether any medical services rendered
Were unnecessary or unauthorized or were improperly, negligently or incompetently rendered) also must be
submitted to binding arbitration.
3. Client hereby agrees to submit all disputes to final and binding arbitration. Likewise, MHN agrees to
arbitrate all such disputes. By agreeing to binding arbitration, both parties agree to forego any right they may have to
a jury trial on such disputes. However, no remedies that otherwise would be available to either party in a court of law
will be forfeited by virtue of this agreement to use and be bound by MHN's binding arbitration process. This
agreement to arbitrate shall be enforced even if a party to the arbitration is also involved in another action or
proceeding with a third party arising out of the same matter.
4. MHN's binding arbitration process is conducted by selection of mutually acceptable arbitrator(s) by the
parties. The Federal Arbitration Act, 9 U.S.C. § 1, et seq., will govern arbitrations under this process. In the event
that total amount of damages claimed is $200,000 or less, the parties shall, within 60 days of the demand for
arbitration to MHN, appoint a mutually acceptable single neutral arbitrator who shall hear and decide the case and
have no jurisdiction to award more than $200,000. In the event that total amount of damages is over $200,000, the
parties shall, within 60 days of the demand for arbitration to MHN, appoint a panel of three neutral arbitrators
(unless less than three is mutually agreed upon), who shall hear and decide the case.
5. Arbitration can be initiated by submitting a demand for arbitration to MHN at the address provided below.
The demand must have a clear statement of the facts, the relief sought and a dollar amount.
Litigation Administrator
21650 Oxnard Street, # 1520
Woodland Hills,.CA 91367
6. Upon receipt of a demand for arbitration, the parties will have 60 days to attempt to reach an agreement to
select mutually acceptable arbitrator(s) as outlined above. : If the parties fail to reach an agreement during this time .
frame, then either party may apply to a Court of Competent Jurisdiction for appointment of the arbitrator(s) who
would hear and decide the matter.
7. The arbitrator is required to follow applicable state or federal law. The arbitrator may interpret this
Agreement; but will not have any power to change, . modify or refuse to enforce any of its terms, nor will' the
arbitrator have the authority to make any award that would not be available in a court of law. At the conclusion of the
arbitration, the arbitrator will issue a written opinion and award setting forth findings of fact and conclusions of law,
and that award will be binding on all parties. The parties will share equally the arbitrator's fee involved in the
arbitration. Each party also will be responsible for their own attorneys' fees:
Page 13 of 19
EXHIBIT "A"
HIPAA HEALTH INFORMATION PRIVACY & SECURITY
A. Obligations and Activities of the MHN
1. MHN agrees to not use or disclose Protected Health Information other than as permitted or
required in the Administrative Services Agreement of which this Exhibit is a part v as required by law.
2. MHN agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health
Information other than as provided for by this Exhibit.
3. MHN agrees to mitigate, to the extent practicable, any harmful effect that is known to MHN of a
use or'disclosure of Protected Health Information by MHN in violation of the requirements of this Exhibit.
4. MHN agrees to report to the Plan Sponsor (City of Fort Collins, Colorado) any use or disclosure of
the Protected Health Information not provided for by this Exhibit of which it becomes aware.
5. MHN agrees to ensure that any agent, including a subcontractor, to whom it provides Protected
Health Information received from, or created or received by MHN on behalf of the Plan Sponsor agrees to the same
restrictions and conditions that apply through this Exhibit to MHN with respect to such information.
6. MHN agrees to make internal practices, books, and records, including policies and procedures and
Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or
created or received by MHN on behalf of, the Plan Sponsor available to the Plan Sponsor, or to the Secretary, in a
time and manner or designated by the Secretary, for purposes of the Secretary determining the Plan Sponsor's
compliance with the Privacy Rule.
7. MHN agrees to document such disclosures of Protected Health Information and information
related to such disclosures as would be required for the Plan Sponsor to respond to a request by an Individual for an
accounting of disclosures of Protected Health Information in accordance. with 45 CFR § 164.528.
8. MHN agrees to provide to the Plan Sponsor or an Individual, in a reasonable time and manner,
information collected in accordance with Section A.7. of this Provision, to permit Plan Sponsor to respond to a
request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR
§ 164.528.
9. In consequence of the foregoing direct regulation of MHN by HIPAA laws and regulations,
notwithstanding any other provision of the Agreement, MHN further agrees to monitor HIPAA Privacy and Security
requirements imposed by future laws and regulations, and to timely comply with such requirements when acting for
or on behalf of the Plan in its capacity as a MHN.
B. Permitted Uses and Disclosures by MHN
1. Except as otherwise limited in this Exhibit, WIN may use or disclose Protected Health
Information on behalf of, or to provide services to, the Plan Sponsor for the following purposes, if such use or
disclosure of Protected Health Information would not violate the Privacy Rule if done by the Plan Sponsor or the
minimum necessary policies and procedures of the Plan Sponsor: performing plan administration functions,
obtaining premium bids from insurance companies or other health plans for providing insurance coverage under. or
on behalf of the group health plan, or modifying, amending, or terminating the group health plan:
2. Except as otherwise limited in this Exhibit, MHN may use Protected Health Information toprovide
data aggregation services to the Plan Sponsor as permitted by 42 CFR § 164.504(e)(2)(i)(B).
3. MHN may use Protected Health Information to report violations of law to appropriate Federal and
State authorities, consistent with § 164.5020)(1).
Page 14 of 19
C. Obligations of Plan Sponsor
1. Plan Sponsor shall notify MHN of any restriction to the use or disclosure of Protected Health
Information that the Plan Sponsor has agreed to in accordance with 45 CFR § 164.522, to the extent that such
restriction may affect MHN's use or disclosure of Protected Health Information.
2. Plan Sponsor shall not request MHN to use or disclose Protected Health Information in any
manner that would not be permissible under the Privacy Rule if done by Plan Sponsor.
D. Termination
1. In addition to the termination provisions set forth in the Administrative Services Agreement of,
which this Exhibit is a part, the following termination provisions are applicable:
a. Upon the Plan Sponsor's knowledge of a material breach by MHN of this Exhibit, the
Plan Sponsor shall either:
i. Provide an opportunity for MHN to cure the breach or end the violation and
terminate the Administrative Services Agreement of which this Exhibit is a part if MHN does not cure the breach or
end the violation within the time specified by Plan Sponsor; or
ii. Immediately terminate the Administrative Services Agreement of which this
Exhibit is a part if MHN has breached a material term of this Exhibit and cure is not possible; or
iii. If neither termination nor cure are feasible, the Plan Sponsor shall report the
violation to the Secretary.
E. Effect of Termination
I Except as provided in paragraph (2) of this section E, upon termination of the Administrative
Services Agreement of which this Exhibit is a part, for any reason, MHN shall return or destroy all Protected Health
Information received from the Plan Sponsor, or created or received by MHN on behalf of the Plan Sponsor. This
provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of MHN.
MHN shall retain no copies of the Protected Health Information.
2. In the event that MHN determines that returning or destroying the Protected Health Information is
infeasible, MHN shall provide to the Plan Sponsor notification of the conditions that make return or destruction
infeasible. Upon the Plan Sponsor's agreement that return or. destruction of Protected Health Information is
infeasible, MHN shall extend the protections of this Exhibit to such Protected Health Information and limit further
uses and disclosures of such Protected Health Information to those purposes that make the return or destruction
infeasible; for so long as MHN maintains such Protected Health Information.
F. Miscellaneous
1. The Parties agree to take such action as is necessary to amend this Exhibit from time to time as is
necessary for Plan Sponsor to comply wiih the requirements of the Privacy Rule. and the Health Insurance Portability
and Accountability Act of.1996, Pub. L. No. 104-191.
2. The respective rights and obligations of MHIN under Section E of this Provision shall survive the
termination of the Administrative Services Agreement of which this Exhibit is a part.
3. Any ambiguity in this Exhibit shall be resolved to permit the Plan Sponsor tocomply with HIPAA.
G. Security Standards
1. MHN agrees that it will implement policies and procedures to ensure that its creation, receipt,
maintenance, or transmission of electronic protected health information ("ePHI") on behalf of Plan Sponsor comples
with the applicable administrative, physical, and technical safeguards required to protect the confidentiality and
integrity of ePHI under the Security Standards 45 CFR Part 164.
2. MHN agrees that it will ensure that agents or subcontractors agree b implement the applicable
administrative, physical, and technical safeguards required to protect the confidentiality and integrity of ePHI under
the Security Standards 45 CFR Part 164.
09/04/09 #
Page 15 of 19
3. MHN agrees that it will report security violations to the Plan Sponsor.
H. Definitions
1. "Protected Health Information" shall have the same meaning as the term "protected health
information" in 45 CFR § 164.501, limited to the information created or received by MHN from or on behalf of the
Plan Sponsor.
2. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his
designee.
09/04/09 # .
EXHIBIT "B"
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins, Colorado (the "City") pursuant to this
Agreement (the "Agreement"), MHN hereby acknowledges that it has been informed that the City has established
policies and procedures with regard to the handling of confidential information and other sensitive materials
In consideration of access to certain information, data and material (hereinafter_.individually and collectively,
regardless of nature, referred to as "Information") that are the property of and/or relate to the City or its employees,
customers or suppliers, which access is related to the performance of services that MHN has agreed to perform,
MHN hereby acknowledges and agrees as follows:
That Information that has or will come into its possession or knowledge in connection with the performance of
services for the City may be confidential and/or proprietary. MHN agrees to treat as confidential (a) all Information
that is owned by the City, or that relates to the business of the City,. or that is used by the City in carrying on
business, and (b) all Information that is proprietary to a third party (including but not limited to customers and
suppliers of the City). MHN shall not disclose any such Information to any person not having a legitimate need -to -
know for purposes authorized by the City. Further, MHN shall not use such Information to obtain any economic or
other benefit for itself, or any third party, except as specifically authorized by the City.
The foregoing to the contrary notwithstanding, MHN understands that it shall have no obligation under this
Agreement with respect to Information and material that (a) becomes generally known to the public by publication or
some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be
disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is
required. In the event of any disclosure under (b) above, MHN shall furnish a copy of this Agreement to anyone to
whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure.
In the event that MHN ceases to perform services for the City, or the City so requests for any reason, MHN shall
promptly return to the City any and all Information described hereinabove, including all copies, notes and/or
summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise
has access.
MHN understands and agrees that the City's remedies at law for a breach of MHN's obligations under this
Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to
seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific
performance) in addition to all other remedies provided hereunder or available at law.
09/04/09 H
Page 17 of 19
EXHIBIT "C"
PROHIBITION AGAINST EMPLOYING ILLEGAL ALIENS
Prohibition Against Employing Illegal Aliens Pursuant to Section 8-17.5-101, C.R.S., et. seq., MHN represents and
agrees that:
a. As of the date of this Agreement:
1. MHN does not knowingly employ or contract with an illegal alien who will perform
work under this Agreement; and
2. MHN will participate in either the e-Verify program created in Public Law 208, 1 Otth
Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended,
administered by the United States Department of Homeland Security (the "eVerify Program") or
the Department Program (the "Department Program"), an employment verificatim program
established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment
eligibility of all newly hired employees to perform work under this Agreement.
b. MHN shall not knowingly employ or contract with an illegal alien to perfarin work under
this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an
illegal alien to perform work under this Agreement.
C. MHN is prohibited from using the e-Verify Program or Department Program procedures
to undertake pre -employment screening of job applicants while this Agreement is being performed.
d. If MHN obtains actual knowledge that a subcontractor performing work under this
Agreement knowingly employs or contracts with an illegal alien, M-IN shall:
1. Notify such subcontractor and the City within three days that MHN has actual knowledge
that the subcontractor is employing or contracting with an illegal alien; and
2. Terminate the subcontract with the subcontractor if within three days of rereiving the
notice required pursuant to this section the subcontractor does not cease employing or contracting
with the illegal alien; except that MIN shall not terminate the contract with the subcontractor if
during such three days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted with an illegal alien.
e. MHN shall comply with any reasonable request by the Colorado Department of Labor
and Employment (the "Department") made in the course ofan investigation that the Department undertakes or is
undertaking pursuant to the authority established in Subsection &17.5-102 (5), C.R.S.
f. If MHN violates any provision of this Agreement pertaining to the duties imposed by
Subsection 8-171.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, MHN
shall be liable for actual and consequential damages to the City arising out of MHN's violation of Subsection 817.5
102, C.R.S.:
g. The City will notify the Office of the Secietary of State if MHN violates this provision of
this Agreement and the City terminates the Agreement for such breach.
09/04/09 a
Page 18 of 19
EXHIBIT "D"
HIPAA Business Associate Agreement Amendment
This Amendment is entered into this day of , between City of Fort Collins
("Employer"), acting on behalf of Employee Assistance Program (the "Plan(s)"), and MHN, A Health Net Company
("Business Associate"). This Amendment is incorporated into the Employee Assistance Program Services Agreement
between Employer and Business Associate, dated (the "Agreement"). The parties intend to use
the Agreement to satisfy the Business Associate contract requirements in the regulations at 45 CFR 164.502(e),
164.504(e) and 164.314(a), issued under the Health Insurance Portability and Accountability Act of 1996
("HIPAA"), as amended by Title XIII, Subtitle D of the American Recovery and Reinvestment Act of 2009 (P.L.
111-5) and regulations promulgated thereunder; and for further applicable HIPAA developmentspublished after
enactment of P.L. 111-5, including statutes, case law, regulations and other agency guidance.
1. Effective as of February 17, 2010, the Agreement shall be amended by adding the following new provision:
Enactment and Impact of ARRA Provisions. Business Associate acknowledges that enactment of the
American Recovery and Reinvestment Act of 2009 (P.L. 111-5, ARRA) amended certain. provisions of HIPAA
in ways that now directly regulate, or will on future dates directly regulate, Business Associatds obligations and
activities under HIPAA's Privacy Rule and Security Rule. Requirements applicable to Business Associate under
Title XIII, Subtitle D of ARRA are hereby incorporated by reference into the Agreement, including provisions
that would govern the Plan's action if the Business Associate undertakes that action on behalf of the Plan.
Business Associate agrees to comply, as of the applicable effective dates of each such HIPAA obligation
relevant to Business Associate, with the requirements imposed by ARRA, including monitoring federal guidance
and regulations published thereunder and timely compliance with such guidance and regulationsFurther,
notwithstanding any other provision of the Agreement or underlying services contract(s) between the parties
MHN agrees to pay all penalties and reasonable expenses, including those incurred for reasonable remediation,
which are assessed or finally determined by a court of competent jurisdiction to be result of MHN's (or its
agent's) failure to comply with its HIPAA obligations or through contractual agreement between the Business
Associate and Plan.
In consequence of the foregoing direct regulation of Business Associate by HIPAA laws and regulations,
notwithstanding any other provision of the Agreement, Busiress Associate further agrees to monitor HIPAA
Privacy and Security requirements imposed by future laws and regulations, and to timely comply with such
requirements when acting for or on behalf of the Plan in its capacity as a Business Associate.
IN WITNESS WHEREOF, each.ofthe parties has caused this Amendment to be signed on its behalf by a duly
authorized officer of such party as of the date written below.
City of Fort Collins, Colorado MHN, A Heal Net Company
By: J
Name. k7U!_t, N e
Title: ��lZB�P t Title: U
Date: Date:
Page 19. of 19
0
3. is an unmarried Dependent child of Subscriber or Subscriber's spouse age twenty-three (23) or less
who is attending a recognized college or university, trade or secondary school on a frill -time basis. MHN may
request student status of any such Dependent on a periodic basis.
A Dependent of a Subscriber or Subscriber's spouse becomes eligible to receive Covered Services on the date on
which the Dependent becomes a Dependent of Subscriber or Subscriber's spouse. For adopted and foster children of
Subscriber or Subscriber's spouse, coverage will begin at the moment the child is placed in the custody of the
adoptive or foster parents.
1.5 "Employee Assistance Program" ("EAP") - the MHN program for the Assessment and Referral of
Covered Persons as described in this Agreement, including shorRerm telephonic counseling as authorized by MHN.
1.6 "Initial Term" - the initial period of the Term of this Agreement as set forth at Paragraph 5.1, below.
1.7 "Intake Line" - a telephone number available twenty four (24) hours each day, seven (7) days each week
to provide access to MHN's EAP services pursuant to this Agreement.
1.8 "Monthly Fee" - the amount to be paid to MHN by Client as set forth at paragraph 4.1.
1.9 "Participating Provider" - a professional contracting with MHN or its affiliates who furnishes Employee
Assistance Program services to Covered Persons.
1.10 "Plan" - the Client's general health benefits plan established for its employees.
1.11 "Session" - any (a) in -person or telephonic consultation with a Covered Person in connection with the
Covered Person's health, mental health, alcohol or substance abuse problems, or a Covered Person's psychological,
personal, financial, or legal matters; (b) in -person consultation with a Covered Person after referral for motivation or
referral; or (c) an in -person consultation or a telephone consultation requested by the Client regarding the Covered
Person's performance.
1.12 "Subscriber" - an individual who and for whom a fee is paid by Client to MHN.
1.13 "Term" - the Term of this Agreement as set forth at Paragraph 5.1, below.
IL 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.
MHN's Employee Assistance Program must be available to Covered Persons; by phone, twenty-four (24) hours/day,
seven (7) days/week. MEN shall have the resources to be able to schedule an appointment for non -emergency situations
within five (5) days of a request for a Covered Service. If it is an emergency situation, MHN shall make a commercially
reasonable effort to schedule an appointment within twenty" -four (24) hours of a request for a Covered Service. For
purposes of this Agreement, an emergency is defined to be major depression, suicide, substance abuse that may. cause
harm to self or others, or domestic violence.
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.
Covered Persons must have access to qualified therapists that meet MEN's credentialing: requirements, alcohol/drug
abuse programs, financial and legal resources, support groups, etc.
MEN shall have ability to contract outside MHN's network (single case agreement) for special
services/needs that can not be supplied by providers within MEN's current network.
Page 2 of 19
MHN shall cooperate reasonably with Client to add new providers to the network after the provider meets
MHN's credentialing requirements.
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 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 M14N to be necessary, to monitor referred Covered
Persons' adherence to the agreed course of treatment. Progress reports to managers and supervisors on referred
employees .will be limited to reporting whether or not the employee has sought EAP assistance and is cooperating
with the treatment program.
c) MHN will respond to CISDs as set forth in Exhibit 2.3 relating to a distressing and traumatic event
occurring in the Client's workplace on an unlimited basis, except in the case of catastrophic events. A `.`catastrophic
event" is deemed as an incident requiring more than twenty (20) hours of counseling. In such an event, beginning
with the 2 1 " hour, MHN shall bill Client at the rate of $250.00 per hour, or the rate in effect at the time of servicein
MHN's Training & Consulting Schedule, as well as for any travel expenses, including without limitation, practitioner
professional fees for travel time, incurred by MHN
d) MHN shall provide a maximum of eight (8) 50-minute counseling sessions, with follow-up contact.
as deemed appropriate by the counselor, per incident per calendar year for each eligible Covered Persons. In
providing such services, MHN shall assess and refer Covered Persons to obtainthe 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) Within 30 days of the conclusion of assessment services MHN may request that the Covered Person.
complete a "Client Satisfaction Questionnaire".
2.4 Reports to Client. MHN shall provide Client with the reports described in Exhibit 2.4, attached hereto and
made a part hereof, at the intervals described therein.
2.5 Work & Life Services. MHN shall also provide those EAP Work & Life services described in Exhibit 2.5
hereof. The fee for such services is included in the Monthly Fee set forth in section 4.1 of the Agreement.
2.6 Online Member Services. Client shall receive Online Member. Services described in Exhibit 2.6 hereof.
The fee for such services is included in the Monthly Fee set forth in section 4.1 of this Agreement.
III. DUTIES OF CLIENT
3.1 Dissemination of Information. Clientshall 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 MHN's instructions, MHN shall have no responsibility for the correctness` of any
information. disseminated by Client or compliance with applicable laws, rules, or regulations. Client, as plan
fiduciary, understands and agrees that, if the Employee Retirement Income Security Act of 1974 ("ERISA")`applies
to Client, it shall be fully responsible for Plan compliance with all relevant provisions of ERISA, as amended,
including, but notlimited to, any disclosures required to be given to Covered Persons under applicable Department
09/04/09 #
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of Labor regulations and/or other legal and regulatory requirements, if applicable. The Client acknowledges that any
designated Plan Administrator shall be responsible for Plan compliance including, but not limited to, the following:
a) preparation and filing of Forms 5500 and/or 990, if applicable;
b) preparation, review and distribution of a Summary Plan Description as required by ERISA, if
applicable; and
c) filing Summary Plan Description with U.S. Department of Labor, if applicable.
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.
MHN shall designate a dedicated account management representative to act as a liaison between the Client and
MHN under this Agreement and to be responsible for coordinating all of Client's requests for services under this
Agreement.
IV. COMPENSATION OF MIIN
4.1 Monthly Fee. Client shall pay to MHN a Monthly Fee equal to two dollars and thirty-six cents ($2,36) per
Subscriber. The Monthly Fee shall be billed monthly by MNN per invoice that will be due and payable on or before
the first day of each month during the Term. Notwithstanding the provisions of 4.3 below, if there is an increase or
decrease in the number of Covered Persons, MHN shall be entitled to adjust the compensation payment on a monthly
basis. In the event that Client fails to forward any compensation payment by the due date, Client shall pay MHN a
late payment penalty of one percent (1%) per month on all monies outstanding in excess of thirty (30) days: If the
Monthly Fee is not received by MHN as set forth above, MHN may send a Written Notice of Termination effective
on the last day of the month for which full payments were received. The Client may automatically reinstate the
Agreement by remitting, within fifteen (15) days of the date of Written Notice of Termination, all. outstanding
invoiced Monthly Fees to MHN.
4.2 Travel Expenses. Travel Expenses (and professional fees billed by providers for travel time) incurred by
MHN on behalf of Client are not included in the Monthly Fee and shall be billed by MHN to Client as incurred.
Client shall reimburse MHN for said expenses within thirty (30)days of receipt of such billing.
4.3 Adjustments to Fees. The Fees shall remain in effect for the one (1) year Initial 'Term of this Agreement
and MHN agrees not to adjust the Fees upward for the remaining four (4) one year renewal periods.The Fees are
guaranteed for five (5) years and thus shall remain in effect for the one (1) year Initial Term of this Agreement and
MHN agrees not to adjust the Fees upward for the remaining four (4) one year renewal periods.
V. TERM AND TERMINATION
5.1 Term. This Agreement shall commence upon the '1 st day of January, 2010 (the ."Effective Date' ); and shall
initially continue in effect for a period of sixty (60) months; through the 31st day of December, 2014. This
Agreement may be automatically extended for successive periods of one (1) year, not to 'exceed four (4) years,
subject to section 4.3, "Adjustment of Fees", unless either party terminates this Agreement as provided in Section 5.2
below.
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.
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In addition, 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 terminated. 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.
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 active employee listing, 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 for a minimum period of three (3) years following
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 parry will be deemed confidential and will riot be disclosed except.
upon (i) 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; or (ii) pursuant to applicable state or federal law. 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
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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 Relationship of the Parties. In the performance of the work, duties and obligations of the parties to this
Agreement, the parties shall at all times be acting and performing as independent contractors. No relationship of
employer and employee, or partners or joint venturers is created by this Agreement, and neither party may therefore
make any claim against the other party for social security benefits, workers' compensation benefits, unemployment
insurance benefits, vacation pay, sick leave or any other employee benefit of any kind.
10.2 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
by facsimile, or sent by a nationally recognized overnight courier or delivery service to the parties hereto at their
respective addresses set forth herein, or such other address as may be fixed in accordance with the provisions hereof.
Except as set forth herein, if mailed in accordance with the provisions of this paragraph, such notice shall be deemed
to be received three (3) business days after mailing.
10.3 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.
10.4 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.
10.5 Dispute Resolution. Client agrees to submit to arbitration as set forth in Exhibit 10.5.
10.6 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 theeof.
10.7 Applicable Law. This Agreement shall be governed in all respects by the laws of the State of Colorado.
10.8 Indemnification.
(a) Responsibility for Own Acts. Each party shall be responsible for its own acts or omissions and for any and
All claims, liabilities, injuries, suits, demands and expenses of all kinds which may result or arise out of any alleged
malfeasance or neglect caused or alleged to have been caused by that party or its employees or representatives in the
performance or omission of any act or responsibility of that party under this Agreement.
(b) To the extent permitted by law, Client agrees to indemnify; defend, and hold harmless MHN, its agents,
officers, and employees from and against any and all liability expense including defense costs and legal fees incurred
in connection with claims for damages of any nature whatsoever, including but not limited to, bodily injury; death,'
personal injury, or property damage arising from Client's performance: or failure to perform its obligations
hereunder. Notwithstanding any 'other .provision of this Agreement to the contrary, no term or condition of this
Agreement shall be construed or interpreted as a waiver of any provision of the Colorado Governmental Immunity
Act, Section 24-10-101 et seq., C.R.S., as now or hereafter amended.
(c) MHN agrees to indemnify, defend, and hold harmless Client, its agents, officers, and employees from and
against any and all liability expense, including defense costs and legal fees incurred in connection with claims for
damages of any nature whatsoever, including but not limited to, bodily injury, death, personal injury, or property
damage arising from MHN's performance or failure to perform its obligations hereunder.
10.9 Insurance.
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MHN shall maintain commercial general liability insurance in the amount of $500,000 combined single limits, and
medical professional liability insurance, including counseling, with limits of $1 million dollars per occurrence and $2
million dollars annual aggregate.
Without limiting any of MHN's obligations hereunder, the MHN shall provide and maintain commercial general
liability insurance coverage naming the Client as an additional insured under this Agreement. Before commencing
services hereunder, MHN shall deliver to the Client's Director of Purchasing and Risk Management, P. O. Box 580
Fort Collins, Colorado 80522, one (1) copy of a certificate evidencing the insurance coverage required from an
insurance company acceptable to the Client.
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.
10.11 Special Provisions. The parties agree that the Special provisions set forth in Exhibit A - HIPAA Health
Information Privacy & Security, consisting of three (3) pages; Exhibit B— Confidentiality, consisting of one (1)
page; Exhibit C - Prohibition Against Employing Illegal Aliens, consisting of two (2) pages; and Exhibit D— HIPAA
Business Associate Agreement Amendment, consisting of one (1) page, are attached hereto and incorporated into
this Agreement by this reference.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
"Client" "MHN"
CITY OF FORT COLLINS, COLORADO MHN SERVICES
Attn: Purchasing 2370 Kerner Boulevard
P.O. Box 580 San Rafael, CA 94901
Fort Coll' CO 80522
By: By•
Name: U,�s o1 `1 jL Name: Juanell Hefner
Title: 'V &`:U F-PO @(kjf ¢}5t) 61 Title:
Date: t. 4EI + o Date:
President
jA
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TABLE OF EXHIBITS
Exhibit 2.3
Client Training Programs
Exhibit 2.4
Reports to Client
Exhibit 2.5
Work & Life Services
Exhibit 2.6
Online Member Services
Exhibit 10.5
Arbitration
Exhibit A
HIPAA Health Information Privacy & Security.
Exhibit B
Confidentiality
Exhibit C
Prohibition Against Employing Illegal Aliens
Exhibit D
New Business Associate Agreement
(meets HITECH Act requirements as of 2/17/2010)
EXHIBIT 2.3
CLIENT TRAINING PROGRAMS
The following training programs shall be provided as requested by Client at no additional charge:
1. As needed or in person orientation seminars for employees and managers
2. Management Consults/Job Performance Referrals and related follow-ups
3. One (1) Health Fair
4. Twelve (12) one -hour training sessions
5. Critical Incident Stress Debriefings [except as provided in Section 2.3 (c)]
6. Subscriber Education as follows:
a. Provide wallet -sized cards for current and new employees, with EAP phone number and process for
using the services.
b. Provide EAP informational posters and brochures as needed.
C. Provide articles for employee newsletter as requested, usually monthly.
d. Possibly visit Client worksites to become familiar with employees and City functions.
e. At the request of Client, MHN shall attend Client's annual Employee Health Fair in
September/October.
7. Training: Act as a resource for training information and referrals.
8. MHN shall provide training support in the form of seminars or workshops. Each session would be
approximately one hour. A maximum of twelve (12) sessions per year will be made available to
groups ranging in size from 10 to 150 employees.
a. The topics, times, and locations. would be established between the MHN's.
designated representative and the Client representative. The schedule and
materials directly provided by MHN will be determined jointlyby
the MHN and the Client representative.
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