SERVICE AGREEMENTSERVICE AGREEMENT
BETWEEN
CITY OF CLEARWATER
AND
MHNET SPECIALTY SERVICES, LLC
THIS AGREEMENT, effective January 1, 2011 ("Effective Date"), is by and between MHNet
Specialty Services, LLC ("MHNet") and City of Clearwater ("Employer"), for the purpose of
setting forth the terms and conditions under which MHNet shall provide and/or arrange for the
provision of certain mental health and substance abuse services and an employee assistance
program ("EAP"), if so elected by Employer as evidenced by an EAP Addendum to this
Agreement, to individuals covered by Benefit Plans sponsored or issued by Employer. For
services rendered on or after its Effective Date, this Agreement supersedes and replaces any
existing agreements between the parties relating to the same subject matter.
SECTION 1: DEFINITIONS
1.1 Agreement: This Service Agreement and its addenda.
1.2 Benefit Plan: An Employer's employee health benefit plan which includes coverage for
mental health and substance abuse services and contains the terms and conditions of a
Covered Person's coverage.
1.3 Covered Person: An active employee of Employer or an Employer subsidiary, retiree, or
their eligible dependent who is properly enrolled in an eligible Benefit Plan, under the
terms of the Benefit Plan.
1.4 Covered Service: All of the mental health and substance abuse health care services and
supplies covered under the Covered Person's Benefit Plan, unless specifically excluded in
the MHCD Addendum.
1.5 EAP Addendum: The addendum identifying the scope of services of the employee
assistance program administered by MHNet hereunder and the specific terms and
conditions for the provision of such program, and any of its addenda or exhibits.
1.6 Enrollee: An individual who is an active employee or retiree of Employer, an active
employee or retiree of a subsidiary of Employer, or their eligible dependent who is
eligible to utilize EAP services.
1.7 MHCD: MHCD shall stand for Mental Health/Chemical Dependency.
1.8 MHCD Addendum: The addendum identifying the scope of services of the mental health
and substance abuse services administered by MHNet hereunder and the specific terms
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and conditions for the provision of mental health and substance abuse services covered
by the Benefit Plan, and any of its addenda or exhibits.
1.9 MHNet Provider: A physician, facility or other health care provider, duly licensed and/or
qualified under the laws of the jurisdiction in which Covered Services are rendered that
has entered into an agreement with MHNet for the provision of Covered Services to
Covered Persons pursuant to this Agreement (including those providers credentialed by
an affiliate of MHNet now or in the future pursuant to this Agreement).
SECTION 2: TERM AND TERMINATION
2.1 This Agreement shall commence as of the Effective Date and shall continue for a term of
one (1) year ("Initial Term"), after which this Agreement shall be renewed automatically
for subsequent one (1) year periods ("Subsequent Terms").
2.2 Termination for Cause: In the event of a material breach, the non-breaching party may
terminate this Agreement upon providing thirty (30) days prior written notice to the
breaching party. The party claiming the right to terminate hereunder shall set forth in the
notice the facts underlying the claim that the other party is in breach of this Agreement.
If such breach is remedied within thirty (30) days of receipt of such notice, this
Agreement shall continue in effect for the remainder of the term. Material breach
includes but is not limited to failure by either party to perform in whole or in part an
affirmative obligation to the other party under this Agreement.
2.3 Termination for Insolvent This Agreement and/or its addenda may be terminated if
either party is adjudged bankrupt, becomes insolvent, has a receiver of its assets or
property appointed, makes a general assignment for the benefit of creditors, or institutes
or causes to be instituted any procedure for reorganization or rearrangement of its affairs.
2.4 Scope of Termination: Termination of this Agreement shall automatically terminate the
services provided under all addenda, however, termination of services provided by only
one addendum does not terminate this Agreement or the remaining addendum/addenda.
2.$ Termination without Cause: After the Initial Term of this Agreement, either party may
initiate termination and terminate this Agreement and/or its addenda, without cause, by
providing the other party with ninety (90) days written notice. In the event of termination
of this Agreement, MHNet shall have no further duty, obligation or responsibility under
this Agreement after the termination date other than as specified herein.
2.6 Termination for Nonpayment: Should MHNet not receive payment for services as
outlined in this Agreement or its addenda, MHNet shall have the option to terminate this
Agreement.
2.7 Notice to Enrollees and Covered Persons: Under no circumstances will MHNet be
obligated to notify any Covered Person or Enrollee (collectively "Participants")
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receiving services administered under this Agreement of the termination of or transfer of
services rendered under this Agreement.
2.8 Cancellation by OIR: Statutory Notice. This Agreement shall be canceled immediately
upon issuance of an order by Florida Department of Financial Services, Office of
Insurance Regulation ("OIR") pursuant to Section 641.234 of the Florida Statutes. In
addition to any and all other notice requirements set forth in this Agreement, the parties
shall and MHNet shall require all MHNet Providers to provide sixty (60) days advance
written notice to OIR and Florida Agency for Health Care Administration ("AHCA") in
accordance with Florida law prior to such party terminating or canceling this Agreement
or any MHNet Provider Agreement, as applicable, for any reason. The nonpayment for
goods and services rendered by MHNet or an MHNet Provider to Covered Persons shall
not be a valid reason for avoiding the sixty (60) day advance written notice of
cancellation. Such notice shall be addressed and mailed to OIR and AHCA.
SECTION 3: COMPENSATION AND BILLING
3.1 MHNet shall be compensated for all services rendered under this Agreement in
accordance with the fees specified in the specific service addenda, and this Agreement is
subject to the terms and conditions set forth therein. Payment for services will be made
monthly to MHNet.
3.2 Employer is required to furnish to MHNet, at the commencement of the Initial Term or
any Subsequent Term, the number of employees designated by the Employer as eligible
to receive services under the Agreement. Employer shall update and provide such
information to MHNet on a monthly basis
3.3 All fees due MHNet are payable in accordance with the Florida Prompt Payment Act,
F.S. Secs. 255.0705-255.078. All disbursements made to MHNet shall include the
MHNet invoice number. Any fees unpaid after thirty (30) days are subject to late
payment charges equal to one percent (1%) per month of the unpaid balance. In the event
of non-payment, MHNet reserves the right to use all means available under applicable
law to enforce payment.
3.4 If Employer disputes any fees contained in such invoice, or portion thereof, Employer
must, within fifteen (15) days of receipt of the invoice, deliver written notice to MHNet
detailing the specific facts and circumstances of the dispute along with payment for the
undisputed amount. Employer shall also designate a primary contact responsible for
handling the dispute regarding fees on behalf of Employer.
3.5 If payment of any amount remains outstanding after thirty (30) days, MHNet will notify
Employer in writing of such outstanding balance and MHNet, at its sole option, may:
3.5.1 Terminate this Agreement pursuant to Section 2.6 and immediately cease all
related services thereunder; or
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3.5.2 Immediately suspend all services until the outstanding balance is paid in full.
3.5.3 Continue to provide services, and apply a late payment charge as specified in
section 3.3, above.
3.6 For each Subsequent Term of this Agreement, where the payment terms in the addenda
do not identify rate increase specifications, MHNet shall have the right to modify the
service fees identified in the addenda after giving Employer thirty (30) days written
notice of the fee modification prior to the anniversary date.
Employer may reject such modification by giving MHNet written notice within ten (10)
days of Employer's receipt of such modification notice; otherwise the noticed pricing
modification shall remain in effect until further modification, if any. Notice of rejection
of a pricing modification by Employer shall operate to terminate the Agreement at the
end of the Initial Term or any Subsequent Term, absent a written agreement between the
parties to continue services.
SECTION 4: COVERED PERSON HOLD HARMLESS
4.1 Covered Person Hold Harmless. MHNet shall not and shall ensure that MHNet Providers
do not in any event, including, but not limited to, nonpayment by Employer or
Employer's insolvency or breach of the Agreement, bill, charge, collect a deposit from,
seek compensation, remuneration or reimbursement from, or have any recourse against a
Covered Person or persons other than Employer acting on their behalf, for Covered
Services rendered under this Agreement. For purposes of this section, services rendered
under the Agreement include those Covered Services delivered to Covered Persons by
any and all health care professionals employed by or independently contracted with
MHNet or an MHNet Provider. This section shall not prohibit collection of copayments,
coinsurance, or deductibles in accordance with the Covered Person's Benefit Plan.
Additionally, neither MHNet, any MHNet Provider, nor any representative of MHNet or
an MHNet Provider, shall collect or attempt to collect money from, maintain any action
at law against, or report to a credit agency a Covered Person for payment of a claim for a
Covered Service for which Employer is liable if MHNet or the MHNet Provider, in good
faith knows or should know, that Employer is liable in accordance with Florida law. This
prohibition applies during the pendency of any claims submitted by MHNet or an MHNet
Provider to Employer for payment of the Covered Services and any legal proceedings or
dispute resolution process to determine whether Employer is liable for the Covered
Services, if MHNet or the MHNet Provider is informed that such proceedings are taking
place.
SECTION 5: DISPUTE RESOLUTION
5.1 MHNet and Employer shall adhere to the following internal escalation procedures,
especially with regard to any notice of material breach as referred to under Section 2 of
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the Service Agreement, in order to expeditiously resolve any problems arising while this
Service Agreement is in effect.
5. 1.1 One individual, or a selected alternative, from each party will be designated and
will attempt to resolve the problem.
5.1.2 If a resolution is not reached between these authorized individuals within five (5)
days after referral to them of a problem, the dispute shall be escalated to
Executive Review as specified below. Executive Review shall be conducted as
follows: Within fifteen (15) days of the escalation of the dispute to Executive
Review, an executive level employee of each party shall be designated by the
party to meet with his/her counterpart to attempt to settle the dispute. If said
executives are unable to resolve the dispute within ten (10) days of their meeting,
the dispute shall be escalated to a second level of Executive Review, at the Chief
Executive Officer level (or their designee) within MHNet and Employer who
shall meet to attempt to settle the dispute.
SECTION 6: GENERAL PROVISIONS
6.1 Insurance
6.1.1 Insurance Requirements. Prior to commencement of services under this
Agreement, MHNet shall obtain and maintain without interruption until
completion of all services required under this Agreement, the insurance as
outlined below. MHNet agrees to furnish a fully completed certificate of
insurance naming Employer and its members, officers, employees, and agents as
additional insured on the General Liability insurance, signed by an authorized
representative of the insurer providing such insurance coverages. The insurance
coverages and limits shall meet, at a minimum, the following requirements:
6.1.2 Workers' Com ensation/Em to er's Liabili Insurance. Such insurance shall be
no more restrictive than that provided by the Standard Workers' Compensation
Policy, as filed for use in Florida by the National Board on Compensation
Insurance, without restrictive endorsements. The minimum amount of coverage
(inclusive of any amount provided by an umbrella or excess policy) shall be:
Part One: "Statutory"
Part Two: $ 1,000,000 Each Accident
$ 1,000,000 Disease - Policy Limit
$ 1,000,000 Disease - Each Employee
6.1.3 General Liability Insurance. Such insurance shall be no more restrictive than that
provided by the most recent version of standard Commercial General Liability
Form (ISO Form CG 00 01) as filed for use in the State of Florida without any
restrictive endorsements other than those required by ISO or the State of Florida
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those described below. The coverage may include restrictive endorsements which
exclude coverage for liability arising out of-
• Mold, fungus, or bacteria
• Terrorism
• Sexual Molestation
The minimum limits (inclusive of amounts provided by an umbrella or excess
policy) shall be:
$ 2,000,000 General Aggregate
$ 2,000,000 Products/Completed Operations Aggregate
$ 1,000,000 Personal and Advertising Injury
$ 1,000,000 Each Occurrence
Employer and its members, officers, employees, and agents shall be included as
an additional insured on a form no more restrictive than the most recent version of
ISO Form CG 20 10 (Additional Insured - Owners, Lessees, or Contractors).
6.1.4 Professional Liability Insurance. Such insurance shall cover MHNet for those
sources of liability arising out of the rendering or failure to render professional
services in the performance of the services required in the Agreement. Coverage
must either be on an occurrence basis; or, if on a claims-made basis, the coverage
must respond to all claims reported within two years following the period for
which coverage is required and which would have been covered had the coverage
been on an occurrence basis. The minimum limits (inclusive of any amounts
provided by an umbrella or excess policy) shall be:
$ 3,000,000 Each Claim/Annual Aggregate
6.1.5 MHNet's Insurance Primary and Non-Contributory. The insurance provided by
MHNet shall apply on a primary basis to, and shall not require contribution from,
any other insurance or self-insurance maintained by Employer or its members,
officers, employees, and agents. Any insurance, or self-insurance, maintained by
Employer shall be excess of, and shall not contribute with, the insurance provided
by MHNet.
6.1.6 MHNet's Insurance as Additional Remedy. Compliance with these insurance
requirements shall not limit the liability of MHNet. Any remedy provided to
Employer by the insurance provided by MHNet shall be in addition to and not in
lieu of any other remedy (including, but not limited to, as an indemnitee of
MHNet) available to Employer under this Agreement or otherwise.
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6.1.7 No Waiver by Employer Approval/Disapproval. Neither approval nor failure to
disapprove insurance furnished by MHNet shall relieve MHNet from
responsibility to provide insurance as required by this Agreement.
6.2 Indemnification:
6.2.1 MHNet shall indemnify and hold Employer harmless for any and all judgments,
liabilities, defense costs, and court costs which arise out of MHNet's actions or
inactions which have been found by a court of competent jurisdiction to be
negligent, reckless, or unlawful, that Employer incurs or pays in connection
therewith, except that MHNet shall not be required to reimburse Employer for
such amounts if the court rendering the judgment or the agency making the award
determines that the liability underlying the judgment or award was caused by the
negligence, recklessness, fraud or criminal conduct of Employer, its agents,
employees, officers or directors.
6.2.2 Employer shall indemnify and hold MHNet harmless for any and all judgments,
liabilities, defense costs, and court costs, which arise out of Employer's actions or
inactions which have been found by a court of competent jurisdiction to be
negligent, reckless, or unlawful, that MHNet incurs or pays in connection
therewith, except that Employer shall not be required to reimburse MHNet for
such amounts if the court rendering the judgment or the agency making the award
determines that the liability underlying the judgment or award was caused by the
negligence, recklessness, fraud or criminal conduct of MHNet, its agents,
employees, officers or directors. Provided, however, that regardless of whether
any such obligations are based on tort, contract, statute, strict liability, negligence,
product liability or otherwise, the obligations of Employer under this
indemnification provision shall be limited in the same manner that would have
applied if such obligations were based on , or arose out of, an action at law to
recover damages in tort and were subject to section 768.28, Florida Statutes.
6.2.3 Each party hereto shall be responsible at its own expense for defending itself in
any litigation brought against it arising out of any activities engaged in connection
with this Agreement whether or not the other party hereto is also a defendant.
Each party agrees to provide to the other party information in its possession which
is essential to the other party's defense in such litigation.
6.2.4 Neither party shall be liable directly or indirectly for the negligence or willful acts
or omissions of any MHNet Provider, other treating provider, or independent
contractor utilized to provide services covered by this Agreement or its addenda.
6.2.5 Employer shall maintain complete, legible, accurate records, including
specifically, the number of eligible employees. MHNet shall have the right,
through its designated representatives as may be agreed upon by the parties, to
examine and audit, at such reasonable times, all such records and such other
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records and accounts as may contain information bearing upon MHNet's
entitlement to payment hereunder, based upon the number of Participants.
6.2.6 Notwithstanding the foregoing, this section and all other provisions of this
Agreement relating to indemnity and insurance are not intended to, and shall not
be construed to waive Employer's sovereign immunity, the provisions and the
limitations set forth in Section 768.28, Fla. Stat., as amended from time to time, or
a consent to be sued by third parties.
6.3 Assignment: This Agreement shall not be assigned without the mutual written consent
of both parties, except that Employer has the unlimited right to add Plans as anticipated
by this Agreement and Employer may assign this Agreement to an entity that is
controlled by, controls or is under common control with, or an affiliate of Employer, and
MHNet may assign this Agreement to an entity that is controlled by, controls or is under
common control with, or an affiliate of MHNet.
6.4 Enforceability and Waiver: The invalidity and non-enforceability of any term or
provision of this Agreement shall in no way affect the validity or enforceability of any
other term or provision. The waiver by either party of a breach or violation of any
provision of this Agreement or its addenda shall not operate as or be construed as a
waiver of any subsequent breach thereof, or of any other provision of the Agreement.
6.5 Compliance with Applicable Law: The parties shall perform their respective obligations
under this Agreement in accordance with all applicable federal, state and local laws and
shall cooperate with each other as reasonably required to assist each other in such
compliance.
6.6 Relationship of Parties: None of the provisions of this Agreement or its addenda is
intended nor shall be deemed to create any relationship between the parties hereto other
than that of independent entities contracting with each other solely for the purpose of
effecting the provisions of this Agreement. Neither of the parties hereto, nor any of their
respective agents and employees, shall be contrived to be the agent, representative or
joint venture of the other. This Agreement is between MHNet and Employer and does
not create any third party rights for any other party. Covered Persons are third party
beneficiaries of this contract but only with respect to Section 4 of this Agreement.
6.7 Confidentiality; Ownership:
6.7.1 MHNet shall own all trademarks, service marks and copyrighted data, documents
and software generated by it in the performance of services under this Agreement;
shall have the right to retain copies of any documents provided by Employer; and,
subject to the confidentiality constraints hereinafter specified, shall have the
further right to use any data and documents provided by Employer in the course
of performing its duties and obligations hereunder. Upon termination of this
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Agreement, Employer shall be entitled to such information in MHNet's
possession as may be reasonably necessary to assure the continuity of care for any
Participant currently receiving Covered Services or EAP services.
6.7.2 Employer and MHNet acknowledge that the medical, financial and personal
information collected and reviewed in connection with the subject is confidential
to the Enrollee, and therefore shall be used only in connection with the payment
and administration of services under the Employer's EAP program or Benefit
Plan, and will not be otherwise released, disclosed or published by Employer or
by MHNet except as permitted under this Agreement, the Health Insurance
Portability and Accountability Act (HIPAA), or as required by law. Both
Employer and MHNet will maintain and adhere to a written policy and procedure
designed to protect the confidentiality of such information. Employer and MHNet
agree that only employees and agents with a business need-to-know will have
access to such information, and that any disclosure or re-disclosure of the
information will be strictly for the reasons set forth in this Agreement or in
accordance with a proper authorization or consent. Employer and MHNet shall
enter into such supplemental agreements as may be necessary to comply with the
requirements of HIPAA privacy requirements.
6.7.3 Employer agrees to submit to MHNet all advertising, sales promotions, press
releases, and other marketing materials relating to the services performed by
MHNet under this Agreement wherein the name or marks of MHNet are
mentioned; and Employer further agrees not to publish or use such advertising,
sales promotions, press releases, or marketing materials without MHNet's express
prior written approval.
6.8 Entire Contract: This Agreement together with all addenda and attachments contains all
the terms and conditions agreed upon by the parties and supersedes all other agreements,
expressed or implied, regarding the subject matter and supersedes any prior oral
understandings Employer may have had with respect to MHNet's services. All addenda
to this contract are hereby incorporated into this Agreement.
6.9 Amendment: Any amendments to this Agreement must be in writing and executed by
MHNet and Employer.
6.10 Representations: Employer certifies that the individual executing this Agreement is
legally authorized to bind Employer to the duties and obligations contained herein and by
virtue of its execution, Employer certifies that as of the date hereof it is financially
solvent and able to perform all of its obligations under this Agreement. Likewise,
MHNet certifies that the individual executing this Agreement is legally authorized to bind
MHNet to the duties and obligations contained herein and by virtue of its execution,
MHNet certifies that as of the date hereof it is financially solvent and able to perform all
of its obligations under this Agreement.
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6.11 Captions and Headings: Captions and headings throughout this Agreement are for
convenience and reference only and shall not be construed to be part of the binding
provisions of this Agreement.
6.12 Severabili : If any clause, sentence, provision or other portion of this Agreement or
attached addenda is or becomes, illegal, null and void, or unenforceable for any reason, or
is held by a court of competent jurisdiction to be so the remainder of this Agreement and
attached addenda shall remain in full force and effect.
6.13 Successors and Assignees: This Agreement shall be binding upon the heirs, executors,
administrators, successors or other legal representatives of both parties.
6.14 Governing LawNenue: The validity and interpretation of this Agreement and the rights
and obligations of the parties under this Agreement shall be governed by the laws of the
State of Florida. The venue for any action arising out of this Agreement shall be in
Pinellas County, Florida.
6.15 Restrictive Covenant: During the Term of the Agreement and for a period of two (2) years
thereafter, the Employer shall not solicit nor hire any of MHNet's employees or affiliate
providers for internal counseling positions.
6.16 Access to information-, Obtaining Authorizations: Employer shall grant MHNet access to
all pertinent documents and information, including medical and personal data within
Employer's authority and control pertaining to the subject Participants, general statistical
or summary data, and coverage descriptions or Benefit Plan documents reasonably
required by MHNet pursuant to its performance of the requested service. Employer will
reasonably assist MHNet in obtaining from the Participants his or her consent, in proper
form, to review medical and other relevant records where required, or, where feasible,
Employer will obtain such consent for MHNet.
6.17 Privileged Information: The Employer, its employees, agents, and contractors, recognize
that the programs developed by MHNet are of a proprietary nature and they, therefore,
covenant to maintain confidentiality of operational procedures, records, data, statistics,
financial information, referral resources, marketing copy, reports and similar information
pertaining to the programs and under no circumstances reveal or provide any third person
access to such information without the prior written approval of MHNet, and subject to
Florida Public Records laws. This provision shall survive termination of this Agreement.
6.18 Notice: Unless specified differently in an addendum, any notice required to be given
hereunder, including notices required under bankruptcy, shall be in writing and
forwarded by (i) facsimile transmission, (ii) certified or registered United States mail,
postage prepaid, return receipt requested, or (iii) nationally recognized overnight delivery
service, and shall be effective upon receipt by the named individual(s) set forth below.
If to MHNet:
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MHNet Specialty Services, LLC
P. O. Box 209010
Austin, TX 78720
Fax #: (512) 347-1810
ATTENTION: President
If to City of Clearwater:
City of Clearwater
P.O. Box 4748
Clearwater, FL 33758
Fax #: (727) 562-4877
ATTENTION: Human Resources
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IN WITNESS HEREOF, the parties hereto have hereunto set their hands and seals to this
Agreement.
Signed, sealed and delivered in the presence of,
ATTEST: // CONTRACTOR:
MHNet Specially Services, LLC
ecretary Name of Firm (Typed or Printed)
(FPUA Seal)
APPROVED AS TO FORM & CORRECTNESS:
BY:
Signa ffi cer of Firm (Manual)
Kevin J. Middleton, Psy.D.
Name (Typed or Printed)
TITLE: Chief Operating Officer
STATE OF: Texas
COUNTY OF: Travis
The foregoing instrument was acknowledged before me this I %+ day of , 2011, by
Kevin J. Middleton, Psy.D. , Chief Operating Officer , of MHNet Specialty Services, LLC
Officer of Firm Title Name of Firm
a Maryland _ corporation, on behalf of the corporation.
e he i ersonally known o me or has produced
i anti'iratinn
as
Notary Public
My commission expires: ?9 - 21- 13
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1/6/11
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Countersigned:
rank V. Hibbard
Mayor
CITY OF CLEARWATER, FLORIDA
William B. Horne II
City Manager
Approved as to form: Attest:
City of Clearwater Confidential and Proprietary
EAP/MHCD Service Agreement
Leslie K. Dougall-Si es
Assistant City rie Call
Attorn
Rosema
City Clerk
OF rHf
13
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