HomeMy WebLinkAboutA7114 - MANAGED HEALTH NETWORK (MHN) - EMPLOYEE ASSISTANCE PROGRAM SVCS AGMT M"N Kerner Boulevard
San
San Rafael,CA 94901
www.m h n.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 1st day of January,
2018, 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:
1. 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.
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AND/OR AGREEMENT
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A Health Net Company"'
1.9 "Participating Provider" -a professional contracting with MHN or its affiliates who furnishes Employee
Assistance Program services to Covered Persons.
1.10 "Plan"-the Client's general health benefits plan established for its employees.
1.11 "Session" - any (a) in-person or telephonic consultation with a Covered Person in connection with the
Covered Person's health, mental health, alcohol or substance abuse problems, (b) in-person consultation with a
Covered Person after referral for motivation or referral,or(c) an in-person consultation or a telephone consultation
requested by the Client regarding the Covered Person's performance.
1.12 "Subscriber" -an individual who is a regular active employee of Client who is 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.
P. 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. 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 CIRs 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 21"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 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.
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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.
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 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.
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A Health Net Company"
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.
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 1st day of January,2018(the"Effective Date"),and shall
initially continue in effect for a period of twenty-four(24) months, through the 31st day of December, 2019,
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.
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.
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A Health Net Company"
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.
VIL 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.
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
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A Health Net Company'
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 validity or enforceability of any other term or provision.
10.6 Dispute Resolution. Client agrees to submit to arbitration as set forth in Exhibit 10.6.
10.7 Waiver of Breach. The waiver by either party of a breach or violation of any provision of this Agreement
shall not operate as,nor be construed to be,a waiver of any subsequent breach thereof.
10.8 Applicable Law. This Agreement shall be governed in all respects by the laws of the State of California.
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.
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10.10 Assignments/Subcontracting. Neither party shall have the right to assign, delegate or subcontract any of
its rights or obligations without the prior written consent of the other party. Notwithstanding the foregoing,MHN
shall have the right to sell,transfer,convey or assign this Agreement to any successor, subsidiary,parent or affiliate
of MHN and such assignee shall acquire all of the rights,duties and obligations of MHN set forth herein.
IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first set forth above.
"Client" "MHN"
CITY OF PALM SPRINGS MANAGED HEALTH NETWORK
3210 Tahquitz Canyon Way 2370 Kerner Boulevard
P.O.Box 2743 San Rafael,CA 94901
Palm Springs,CA 92262-2743
By: By:
Name: b&j l Name: Devan Cross
Title: Title: President
Date: Date:
AP D TO FORM
CITY ATTORNEY
A ST:
CI k
AppROVED BY CITY COUNCIL
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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. As requested;in person and as needed telephonic and web orientation seminars for
employees
2. As requested;in person and as needed telephonic and web orientation seminars for
managers and supervisors.
3. Management Consults/Job Performance Referrals and related follow-ups.
4. As needed health fair subject to minimum participation
requirements set forth in Section 2.3(a).
5. Four(4)"training hours". Additional training hours may be purchased separately as set
forth in Section 2.3(g).
6. 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 ❑ Emergency Care Services
❑ Adoption ❑ Children's Wellness
❑ Child Development ❑ Children's Illnesses
❑ Child Care/Schools ❑ Loss/Grief Information
❑ Care Management ❑ Special Needs
❑ Parenting Skills ❑ 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
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 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 well 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.
48509/12.01.17
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MAIN Kerner Boulevard
San
San Rafael,CA 94901
www.mhn.com
A Health Net Company"'
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,#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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