HomeMy WebLinkAboutA8891 - Managed Health Network (MHN)MMM2370 Kerner Boulevard
San
San Rafael, CA 94901
www,mhn.com
A Health Net Company'
EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
BETWEEN
MANAGED HEALTH NETWORK
AND
CITY OF PALM SPRINGS
GROUP #8509
This Employee Assistance Program Services Agreement ("Agreement"), is to be effective the I st day of January, 2021, by and between
MANAGED HEALTH NETWORK ("MHN"), a California corporation, and CITY OF PALM SPRINGS ("Client"), a California
corporation, 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 "Combined Evidence of Coverage and Disclosure Form (Evidence of Coverage)" - a document as issued by MHN to a
Covered Person that describes the specific Covered Services available to that Covered Person under a specific Employee Assistance
Program Services Agreement.
1.2 "Covered Person or Member" - any individual who, pursuant to this Employee Assistance Program Services Agreement, is
eligible for EAP benefits as a Subscriber or Dependent.
1.3 "Critical Incident Response (CIR)" — a group meeting and/or individual services regarding a disruptive or traumatic event
occurring in the workplace. These services are conducted by qualified MHN providers and generally are conducted at the workplace.
1.4 "Dependent" - any person who is permanently residing in the Subscriber's household or is qualified as their dependent for
federal income tax purposes.
1.5 "Employee Assistance Program" ("EAP") - the MHN program for the Assessment and Referral of Covered Persons as
described in this Agreement, including short-term telephonic counseling as authorized by MHN.
1.6 "Initial Term" - the initial period of the Term of this Agreement as set forth at Paragraph 5.1, below.
1.7 "Intake Line" - a telephone number available twenty four (24) hours each day, seven (7) days each week to provide access to
MHN's EAP services pursuant to this Agreement.
1.8 "Monthly Fee" - the amount to be paid to MHN by Client as set forth at paragraph 4.1.
1.9 "Participating Provider" - a professional contracting with MHN or its affiliates who furnishes Employee Assistance
Program services to Covered Persons.
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1.10 "Plan" - the Client's general health benefits plan established for its employees.
1.11 "Session" - any (a) in -person or telephonic consultation with a Covered Person in connection with the Covered Person's
health, mental health, alcohol or substance abuse problems, (b) in -person consultation with a Covered Person after referral for
motivation or referral, or (c) an in -person consultation or a telephone consultation requested by the Client regarding the Covered
Person's performance.
1.12 "Subscriber" - an individual who is a regular active employee of Client and working at least twenty (20) hours per week 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.
11. 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. Health fair participation by MHN is subject to minimum
participation requirements and provided at the discretion of MHN and 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 will respond to requests for management/job performance referrals. For management/job performance
referrals, MHN will provide, upon request and as determined by MHN to be necessary, initial evaluation and follow-up to monitor
referred Member's adherence to the referral process and/or recommended service plan. Compliance reports to Client's representatives
on referred employees will be contingent on the Member signing the Authorization for Disclosure Form ("AFD Form"). Following
service delivery, all disclosures to Client's representatives will be limited to information authorized by the Member in the signed AFD
Form, and as otherwise authorized by law.
c) MHN will respond to Cuts as set forth in Exhibit 2.3 relating to a distressing and traumatic event occurring in the
Client's workplace on an unlimited basis, except in the case of catastrophic events. A "catastrophic event" is defined as an incident
requiring more than twenty (20) hours of counseling. In such an event, beginning with the 2151 hour, MHN shall bill Client at the rate
of $250.00 per hour, or the rate in effect at the time of service in MHN's Training & Consulting Schedule, as well as for any travel
expenses (as set forth in Section 4.2), including without limitation, practitioner professional fees for travel time, incurred by MHN.
d) MHN shall provide a maximum of up to five (5) counseling sessions per incident per Covered Person per
calendar year. In providing such services, MHN shalt 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 anc 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."
g) MHN shall provide the training hours as set forth in Exhibit 2.3. Additional training hours as well as other
organizational development services may be provided on a fee for service basis at the rate in effect at the time of service, as well as for
any Travel Expenses, including without limitation, practitioner professional fees for travel time, incurred by MHN.
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A Health Net Companyw
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 Enhanced Work & Life Services. MHN shall also provide those EAP enhanced work & life services described in Exhibit
2.5 hereof. The fee for such services is included in the Monthly fee set forth in Section 4.1 of this Agreement.
2.6 Online Member Services. Client shall receive Online Member Services described in Exhibit 2.6 hereof. The fee for such
services is included in the Monthly Fee set forth in section 4.1 of this Agreement.
2.7 Wellness Coaching Program. MHN shall also offer the Wellness Coaching Program as described in Exhibit 2.7 hereof. The
fee for such services is included in the Monthly Fee set forth in section 4.1 of this Agreement.
2.8 ASAP Services. MHN will provide Substance Abuse Professional services through ASAP for Client DOT substance abuse
cases as set forth in Exhibit 2.8.
III. DUTIES OF CLIENT
3.1 Dissemination of Information. Client shall inform all its employees who are Covered Persons of the services provided
pursuant to this Agreement. Client shall also provide to Covered Persons information as to the existence and terms of this Agreement
and shall annually distribute to Covered Persons copies of the MHN Combined Evidence of Coverage and Disclosure Form and any
other appropriate MHN information materials periodically as MHN may request. Except with respect to materials prepared solely by
MHN and distributed in accordance with MHN's instructions, MHN shall have no responsibility for the correctness of any information
disseminated by Client or compliance with applicable laws, rules, or regulations. Client, as plan fiduciary, understands and agrees that
it shall be fully responsible for Plan compliance with all relevant provisions of the Employee Retirement Income Security Act of 1974
(ERISA), as amended, including, but not limited to, any disclosures required to be given to Covered Persons under applicable
Department of Labor regulations and/or other legal and regulatory requirements. The Client acknowledges that any designated Plan
Administrator shall be responsible for Plan compliance including, but not limited to, the following:
a) preparation and filing of Forms 5500 and/or 990;
b) preparation, review and distribution of 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.
IV. COMPENSATION OF MHN
4.1 Monthly Fee. Client shall pay to MHN a Monthly Fee equal to two dollars and forty cents ($2.40) per Subscriber. The
Monthly Fee shall be due and payable on or before the first day of each month during the Term. Notwithstanding the provisions of 4.3
below, if there is an increase or decrease in the number of Covered Persons, MHN shall be entitled to adjust the compensation payment
on a monthly basis. In the event that Client fails to forward any compensation payment by the due date, Client shall pay MHN a late
payment penalty of one percent (1%) per month on all monies outstanding in excess of thirty (30) days. If the Monthly Fee is not
received by MHN as set forth above, MHN may send a Written Notice of Termination effective on the last day of the month for which
full payments were received. The Client may automatically reinstate the Agreement by remitting, within fifteen (15) days of the date of
Written Notice of Termination, all outstanding invoiced Monthly Fees to MHN.
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A Health Net Company'
4.2 Travel Expenses. Travel Expenses (and professional fees billed by providers for travel time) incurred by MHN on behalf of
Client are not included in the Monthly Fee and shall be billed by MHN to Client as incurred. Client shall reimburse MHN for said
expenses within thirty (30) days of receipt of such billing.
4.3 Adjustments to Fees. The Fees shall remain in effect for the Initial Term of this Agreement. Thereafter, MHN may adjust
the Fees upon thirty (30) days prior written notice to Client. If Client objects to any such adjustment in the Fees and if MHN and Client
are unable to reach an agreement with respect to such adjustment, this Agreement shall be terminated upon five (5) days prior written
notice by either party. If no such notice is received by either party by the time that the adjusted Fee is to be effective, the parties shall
be deemed to have agreed upon the Fee adjustment as set forth in MHN's notice of adjustment. Termination of this Agreement shall be
the sole remedy for unresolved disputes relating to adjustment in the Fees and such disputes shall, accordingly, not be subject to
arbitration.
V. TERM AND TERMINATION
5.1 Term. This Agreement shall commence upon the Ist day of January, 2021 (the "Effective Date"), and shall initially continue
in effect for a period of twenty-four (24) months, through the 31 st day of December, 2022, 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 parry 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) Dither 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. Both parties agree that any such release
of Member records regarding job performance referrals are wholly contingent upon the Member's agreement to this transfer by signing
an AFD Form.
VI1. 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.
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A Health Net Company`
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.
10.2 Relationship of the Parties. In the performance of the work, duties and obligations of the parties to this Agreement, the
parties shall at all times be acting and performing as independent contractors. No relationship of employer and employee, or partners
or joint venturers is created by this Agreement, and neither party may therefore make any claim against the other party for social
security benefits, workers' compensation benefits, unemployment insurance benefits, vacation pay, sick leave or any other employee
benefit of any kind.
10.3 Notices. Except as set forth herein, all notices required or permitted to be given hereunder, shall be in writing and shall be
sent by United States mail, certified or registered, return receipt requested, postage prepaid, 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.
10.4 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 vali-
dity or enforceability of any other term or provision.
10.6 Dispute Resolution. Client agrees to submit to arbitration as set forth in Exhibit 10.6.
10.7 Waiver of Breach. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate
as, nor be construed to be, a waiver of any subsequent breach thereof.
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10.8 Applicable Law. This Agreement shall be governed in all respects by the laws of the State of California.
10.9 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, independent contractors, volunteers, interns or Client's affiliated
professionals or representatives in the performance or omission of any act or responsibility of that party under this Agreement.
(b) Client agrees to indemnify, defend, and hold harmless MHN, its agents, officers, and employees from and against any and all
liability expense including defense costs and legal fees incurred in connection with claims for damages of any nature whatsoever,
including but not limited to, bodily injury, death, personal injury, or property damage arising from Client's performance or failure to
perform its obligations hereunder.
(c) MHN agrees to indemnify, defend, and hold harmless Client, its agents, officers, and employees from and against any and all
liability expense, including defense costs and legal fees incurred in connection with claims for damages of any nature whatsoever,
including but not limited to, bodily injury, death, personal injury, or property damage arising from MHN's performance or failure to
perform its obligations hereunder.
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 PALM SPRINGS
3200 Tahquitz Canyon Way
P.O. Box 2743
Palm Springs, CA 92262-2743
By:
Name:
Title: �A[ .
Date: 7�0(a�a-Do1l
A ST:
Clerk !
#8509? 10.07.2020
"MHN"
MANAGED HEALTH NETWORK
2370 Kerner Boulevard
San Rafael, CA 94901
Name: Devan Cross
Title: President
Date:
10/07/2020
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A Health Net Company"
TABLE OF EXHIBITS
Exhibit 2.3 Client Training Programs
Exhibit 2.4 Reports to Client
Exhibit 2.5 Enhanced Work & Life Services
Exhibit 2.6 Online Member Services
Exhibit 2.7 Wellness Coaching Program
Exhibit 2.8 American Substance Abuse Professional Services (ASAP)
Exhibit 10.6 Arbitration
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EXHIBIT 2.3
CLIENT TRAINING PROGRAMS
The following training programs shall be provided as requested by Client at no additional charge.
1. Employee orientations, supervisory orientations and health fairs will be provided asset forth in Section 2.3 and as follows:
Employee Orientations
Supervisory Orientations
Health Fairs
Telephonic, web -video,
Telephonic, web -video,
Telephonic, web -video,
communication materials
communication materials only
communication materials only
only
2. Management Consults/Job Performance Referrals and related follow-ups.
3. Four (4) "training hours". Additional training hours may be purchased separately as set
forth in Section 2.3 (g).
4. Critical Incident Response [except as provided in Section 2.3 (c)].
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EXHIBIT 2.4
REPORTS TO CLIENT
Name of Report Interval
EAP Utilization Report Semi -Annually
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EXHIBIT 2.5
ENHANCED WORK & LIFE SERVICES
Enhanced Work & Life Services — Summary
Enhanced 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, and identity theft recovery services and more.
Enhanced Work & Life Services — Description
Enhanced Childcare Assistance This plan covers the telephonic consultation and referrals to childcare resources,
including childcare centers and special needs providers. Members can also obtain a list of up to five (5) appropriate providers
with confirmed openings within twelve business hours.
Additionally, a wide variety of print and online information is included. Informational articles, links and interactive tools are
available online, and depending on their needs and interests Members may receive books, tip sheets, brochures, videos and/or
interactive CDs following their consultation:
❑ Becoming A Parent
❑ Adoption
❑ Child Development
❑ Child Care' Schools
❑ Care Management
❑ Parenting Skills
❑ Emergency Care Services
❑ Children's Wellness
❑ Children's Illnesses
❑ Loss Grief Information
❑ Special Needs
❑ Relocation
❑ College.' Universities. -Vocation Schools
+ Enhanced Eldercare Assistance -- This plan offers a telephonic consultation to assess healthcare needs, financial and legal
concerns, living arrangements, etc., plus referrals to eldercare providers and residential facilities. Members can also obtain a
list of up to five (5) appropriate providers with confirmed openings within twelve business hours.
Additionally, a wide variety of print and online information is included. Informational articles, links and interactive tools are
available online, and depending on their needs and interests Members may receive books, tip sheets, brochures, videos and/or
interactive CDs following their consultation:
❑ Senior Care
❑ Active Adult.-` Mature Transitions
❑ Adult Dependent Care
• Daily Living Services — This service provides a telephonic consultation and referrals to consultants and businesses that can
help with everyday needs, including pet care, landscaping, auto repair, home maintenance, travel, alternative medicine,
nutrition and fitness, household services. Please note that this service only provides general information regarding referrals
and does not cover the cost of services purchased nor does MHN guarantee the delivery and/or quality of any service. MHN
reserves the right to decline specific requests at MHN's sole discretion.
• Financial Services — This plan covers the telephone services of financial counselors who offer telephone educational and
consultative assistance to help Members with an array of financial concerns. This service includes as needed telephonic
consultation(s) per separate matter. Topics include credit counseling, debt and budgeting assistance, financial planning for
college and retirement planning. Please note that investment advice, loans and bill payments are not included. One Session =
Telephone Session.
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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 up to an hour consultation session. This includes one 60-minute telephonic consultation with
a network attorney or mediator per separate legal matter, and also includes a 30% 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, 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 of 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 up to thirty (30) minutes.
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EXHIBIT 2.6
MHN ONLINE MEMBER SERVICES
Premier Package Description
General
MHN Online Member Services Premier package is designed to provide Client's employees and eligible dependents online access to
Employee Assistance Program (EAP) benefits, practitioner and provider searches, authorizations and behavioral health services that
include a number of self-help programs, as welt as professional assistance.
The MHN Online Member Services Premier package features include:
Your EAP Benefits
■ EAP Benefit Summary
■ Description of Benefits
Emotional Health
■ Self -Assessments: Depression, Anxiety, Stress, Insomnia, and Alcohol and Substance Abuse
■ Self -Help Programs: Depression, Anxiety, Stress, Insomnia, and Alcohol and Substance
Abuse
■ Articles & More, Facts and information, Quick Tips
■ Links to related sites
■ Practitioner Search and Request Authorization
Health and Fitness
■ Health Assessment
■ Health Calculators
■ Articles & More
■ Links to related sites
■ Prevention and wellness
Family & Work
■ Child and Elder Care Resource Directories
■ Articles & More
■ Links to related sites
Financial & Legal
■ Financial Calculators
■ Articles & More
■ Links to related sites
Immediate Crisis Support
Available throughout the site, this function provides Client's employees and eligible dependents with a telephone number should they
need urgent intervention from a licensed clinician.
Special Feature
■ Monthly Electronic Newsletter
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EXHIBIT 2.7
WELLNESS COACHING PROGRAM
MHN provides wellness coaching assistance telephonically by web and via instant messaging to eligible Members. The program is
designed to provide solution -focused guidance. Wellness coaching offers a positive connection and supportive relationship between
the coach and Member. Throughout the wellness coaching sessions, Live Well wellness coaches gently support, guide, and hold
Members accountable to their healthier lifestyle practices.
Using the whole person approach, the wellness coach will answer a Member's general wellness questions, assist the Member in
developing a wellness plan, and provide preventive wellness coaching and lifestyle consultation for:
• Weight management
• Smoking cessation
• Fitness and exercise
• Nutrition
• Stress management
• Overall lifestyle improvement
• Lifestyle support for chronic conditions such as asthma, diabetes, and cardiovascular disease
STANDARD WELLNESS COACHING PROVIDES:
Wellness coaching via toll -free phone or instant messaging, Monday through Friday from 8 am to 8 pm EST throughout the
continental United States
• Personalized program development and goal setting with one on one support from a professional trained in healthcare
coaching
• Educational materials on fitness and health -related topics
• Online healthy lifestyle multimedia programs for weight management, smoking cessation, stress management and fitness
• Online health awareness tools including questionnaires and health profiles, videos, diet and fitness tracking tools, and
downloadable tip sheets
• Secure personalized Web portal
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EXHIBIT 2.8
AMERICAN SUBSTANCE ABUSE PROFESSIONAL. SERVICES (ASAP)
INFORMATION SUMMARY
ASAP Services
ASAP is the American Substance Abuse Professional Services. They are a resource for Department of Transportation (DOT) regulated
organizations and industries providing the following services:
■ A national network of qualified Substance Abuse Professionals (SAP).
■ Access to SAP services 24 hours a day by calling 800.879,6428.
■ Face-to-face evaluation of referred employee by a qualified SAP.
■ Clinical determination of education and/or treatment recommendations and referral.
■ Coordination of all aspects of the compliance program process including program monitoring and reporting.
■ Follow-up face-to-face evaluation in accordance with DOT guidelines.
• Follow-up testing plan recommendations in accordance with DOT guidelines.
• Written documentation of DOT program compliance issues, as specified by DOT guidelines.
Client Referrals for ASAP Services
As part of MHN's Management Consultation Department services, the Client may refer employees, who are required to possess a
commercial driver's license, to ASAP when such employees test positive for drug or alcohol under the Client's DOT regulated random
testing program.
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EXHIBIT 10.6
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, tr 1520
Woodland Hills, CA 91367
6. Upon receipt of a demand for arbitration by MHN, 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.
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