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HomeMy WebLinkAboutCC RESO 15,857RESOLUTION NO. 15,857 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH OCCUPATIONAL HEALTH SERVICES, INC. TO PROVIDE AN EMPLOYEE ASSISTANCE PROGRAM, AND AUTHORIZING A TRANSFER OF FUNDS TO MEET NECESSARY BUDGET REQUIREMENTS WHEREAS, the City of National City has published a request for proposals to provide an Employee Assistance Program for employees in the bargaining unit represented by the National City Police Officers' Association; and WHEREAS, based upon review of all proposals to perform such services, it was determined that Occupational Health Services, Inc., is the most suitable bidder to provide this service. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby awards a contract for an Employee Assistance Program to: OCCUPATIONAL HEALTH SERVICES, INC. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute on behalf of the City, an agreement between Occupational Health Services, Inc., and the City of National City to perform this service consistent with the request for proposals published by the City. A copy of the agreement is attached as Exhibit "A". BE IT FURTHER RESOLVED by the City Council of 'the City of National City that it hereby authorizes and directs the following transfer of funds be made in order to meet necessary budget requirements: AMOUNT: $3,800 FROM: 001-2411 Unappropriated Reserves TO: 001-411-000-299 Police Operations -Contract Services PASSED AND ADOPTED this 17th day of January, 1989. ATTEST: 0'Lt, Lori Anne Peoples, City 'Clerk APPROVED AS TO FORM: George H. Eiser, III - City Attorney tieWaters, at rge H. Waters,rs, Mayor City of National City Office of the City Manager 1243 National City Blvd., National City, CA 92050-4397 (619) 336-4240 Tom G. McCabe —City Manager January 19, 1989 Ms. Mary Austin Contract Administrator Occupational Health Services, Inc. 187 Fortieth Street Way Oakland, CA 94611 Dear Ms. Austin, On January 17, 1989 the City Council authorized the City Manager to execute an agreement with Occupational Health Services, Inc. to provide an Employee Assistance Program. En los=d for your files is an original signed agreement. Bolint As ist- City Manager GJB:ld Enclos es xc: Personnel Director (w/signed agreement) AGREEMENT FOR EMPLOYEE ASSISTANCE PROGRAM SERVICES This Agreement, dated this 9th day of January, 1989 by and between the City of National City (hereinafter referred to as "Sponsor") and Occupational Health Services, Inc., a California corporation (hereinafter referred to as "Contractor"). RECITALS Contractor operates an Employee Assistance Program that provides counseling services to individuals with various personal, medical -behavioral problems and is licensed as a specialized health care service plan under the Knox -Keene Health Care Service Plan Act of 1975. Sponsor wishes to make the Program available to Subscribers and their dependents. Now, therefore, the parties mutually agree as follows: I. DEFINITIONS For purposes of this agreement and any other document executed or provided in connection with this Agreement, the following terms shall have the meanings given them in this Section unless the context requires otherwise: A. Employee Assistance Program (hereinafter referred to as the "Program"): An organized procedure for the provision of assistance and counseling to persons experiencing personal, medical -behavioral problems related to family conflict, drug or alcohol abuse, stress, marital discord, finances, and other matters, and for the provision of training, consultation and other management services relating to the effective utilization of the Program by Sponsors. 1 B. Employee Assistance Program Services (hereinafter referred to as "Program Services"): All procedures or activities that utilize psychological principles and methods for the assessment, understanding, prevention, diagnosis, referral, treatment and/or case management of personal, medical -behavioral problems in adults, children, couples and families. Such procedures or activities may include individual or group counseling, marriage, divorce, and family counseling, behavior therapy, psychotherapy, financial and credit counseling, legal counseling, stress reduction services, career counseling, parenting skill training, conflict resolution, grief and loss counseling, biofeedback training, hypnotherapy, and pregnancy counseling, as utilized by a professional for the purpose of assisting persons to cope with and/or resolve their personal, medical -behavioral problems, that are provided pursuant to this Agreement. C. Provider: Any licensed or certified psychologist, psychiatrist, clinical social worker, marriage, family and child counselor, alcohol and drug counselor or other professional (attorneys, financial counselors, childcare coordinators, etc.) who is qualified and appropriately licensed to deliver program services to persons in need thereof. D. Panel Provider: Any Provider who has an agreement with Contractor to deliver Program Services to Enrollees. E. Non -Panel Provider: Any Provider who does not have an agreement on file with Contractor to deliver Program Services to Enrollees. - 2 F. Subscriber: An individual in one of the following classifications: animal control officer, police dispatcher matron, police officer, sergeant or lieutenant of the National City Police Department shall be eligible for participation in the Program. G. Enrollee: An individual who is enrolled in the Contractor's EAP plan, either as a subscriber or the dependent of a subscriber, and is a recipient of services from the plan as defined herein. H. Dependent: The lawful spouse and unmarried depen- dent children of an individual eligible for participation in the Program pursuant to an agreement between Sponsor and Contractor who are either 18 years of age or less, or 22 years of age or less if full-time students or qualified as a dependent for federal income tax purposes, or over the age of 19 and are incapable of self-sustaining employment by reason of mental retardation or physical handicap. The term "children" as used herein includes step -children, adopted children, foster children, and natural children, provided such children are dependent upon the eligible individual for support and maintenance. Children of an eligible individual are not considered dependents if they are in the military service. I. Individual Private Session: A fifty (50) minute counseling session with a Panel Provider for one or more Enrollees from one Family Unit. J. Group Counseling Session: A counseling session with a Panel Provider for Enrollees from two or more Family Units. - 3 - K. Family Unit: An eligible individual, together with that individual's dependents, if any. L. Grievance Committee: A committee of persons charged with conducting the professional review functions described in Section II. of this Agreement. M. Evidence of Coverage: The document issued to an Enrollee setting forth his or her eligibility for participation in the Program. N. Sponsor: A person or entity which has an Agreement for Employee Assistance Program Services with Contractor and which makes payment to Contractor so that individuals with a specified relationship to Sponsor are eligible to receive Program Services and that such person or entity can participate in the Program. II. PRINCIPAL BENEFITS AND COVERAGE A. General. Contractor shall provide to Enrollees the benefits described in Sections IV (D) and (E) of this Agreement. B. Choice of Providers. The choice of the Panel Provider who will provide Program Services to an Enrollee shall be made by Contractor. However, an Enrollee's choice of Panel Provider, due to dissatisfaction or other reasonable cause, shall be honored by Contractor when arranging for the provision of Program Services except under unusual and compelling circumstances. In any event, Contractor is obligated to make Program Services available only through Panel Providers. - 4 - C. Utilization of Program Services. To obtain Program Services, an Enrollee should call toll free (800) 227-1060 or (415) 653-4357 directly, or contact his Sponsor for a referral to Contractor. Service hours are: Emergency services: 24 hours per day, 7 days per week Non -emergency services: 6:00 A.M. - 10:00 P.M., 7 days per week If an enrollee is away from home but still in the United States, he or she may utilize plan services in the event of an emergency by calling the plan and being referred to a Panel Provider in his or her vicinity. D. Disputes and Complaints. In the event any dispute arises under this Agreement, an Enrollee who is a party to such dispute should contact Contractor at the address or phone numbers listed below. Each Enrollee shall receive a questionnaire/ complaint form which should be completed and sent promptly to Contractor at the address immediately below. E. Organization & Responsibility 1. The OHS Grievance Committee shall be comprised of two Vice Presidents of Contractor and the Chairperson. It shall be the responsibility of the Grievance Committee to provide supervision over, and to review grievances not resolved by, the Clinical Director. The Chairperson of the Grievance Committee shall be appointed by the OHS Plan Board of Directors and shall report to an officer of the Plan. The Chairperson shall have primary responsibility for the maintenance of the grievance procedures, for - 5 the review of their operations and for the utilization of any emergent patterns of grievances in the formulation of policy changes and procedural improvements in the Plan's administration. F. Filing Grievances 1. Enrollees may file a complaint about the OHS Plan or a provider by appearing in person or writing or calling OHS at: Office of the General Counsel Occupational Health Services, Inc. 187 - 40th Street Way Oakland, CA 94611 (415) 655-0535 (800) 227-1060 Contractor will mail a consumer satisfaction survey to all Enrollees who utilized the service. This will be used as a routine method to identify strengths and weaknesses of Program Services. In addition, copies of Enrollee complaint forms shall be sent to the Enrollee on request, or when a complaint is indicated through return of the client questionaire. Completed forms should be submitted to the above address. Assistance will be provided by a representative of Contractor to anyone attempting to file a grievance in person or by telephone. G. Plan Response to Grievances 1. Within fifteen (15) days of receiving a complaint, Contractor will contact the Enrollee to acknowledge receipt of the complaint. This contact will be made to solicit details of the complaint from the Enrollee and conduct an investigation. 2. Within thirty (30) days, the complainant shall be notified of the disposition of the- complaint by the Clinical 6 Director. 3. If the complaint cannot be resolved by the Clinical Director, or the complainant requests a review of the disposition of the Clinical Director, the complaint shall be reviewed by the Contractor's Grievance Committee. The complainant shall be given an opportunity to present additional information to the Contractor's Grievance Committee for the purpose of such review. The Complaintant shall be notified of the decision of the Grievance Committee within thirty (30) days of the request for review. 4. Any disputes not settled by the foregoing procedure shall be subject to arbitration. H. Records of Grievances 1. A written record shall be made of each complaint received in person, by mail, or by telephone, including the date, the name of the person recording the complaint, and the resolution. When a complaint is received, information about it will be entered into the Grievance Log, including date of complaint, client name and number, provider name, and nature of the complaint. The Clinical Director will note on the log the date the complainant is contacted, the final resolution of the case and when final contact with the complainant is made. If the complaint could not be resolved, a notation to that effect will be made on the log and the complaint will be reviewed by the Grievance Committee. 2. Periodically, a review shall be made by Contractor's Grievance Committee of the types and numbers of grievances being received. A summary of such review shall be - 7 - reported to Contractor's Board of Directors and its Public Policy Committee in connection with their consideration and formation of Contractor's policy. Contractor's Grievance Committee shall include in its periodic reports recommended corrective actions to be taken in light of the pattern of grievances received. I. Effectiveness of Coverage. Coverage for services under this agreement becomes effective for an Enrollee immediately after (1) this Agreement is executed by Contractor and Sponsor and (2) Subscriber has the relationship with Sponsor that makes him or her eligible for Program Services as set forth in Section I. (F.) of this agreement. III. LIMITATIONS, EXCEPTIONS AND EXCLUSIONS A (1). Choice of Physicians and Providers. Enrollees must obtain Program services only from Panel Providers if Contractor is to pay for such Services. A (2). Liability of Subscriber or Enrollee for Payment. If an Enrollee chooses to receive Program Services from a Provider who is not a Panel Provider, Contractor has no obligation or responsibility to compensate or reimburse such Non -Panel Provider or the Enrollee for any services rendered to such Enrollee, and Enrollee has the responsibility for paying such Non -Panel Provider. Therefore, Contractor will not pay Non -Panel Providers for services rendered to Enrollees, and Enrollees may be liable to the Non -Panel Provider for the cost of services. B. Costs to Enrollees for Additional Sessions. If an 8 Enrollee elects to receive counseling sessions in addition to the sessions per contract period specified in Section IV (D) of this Agreement, the Enrollee is responsible for paying the costs of such sessions. Contractor has no obligation to pay for such additional sessions. C. Charges to Enrollees for Broken Appointments. An Enrollee will be deemed to have received one of the counseling sessions Contractor is obligated to provide pursuant to this Agreement if any appointment made by such Enrollee with a Panel Provider was not kept, except in those cases where: (a) the Panel Provider is notified at least 24 hours in advance of the appointment that it will not be kept; or (b) the appointment is missed because of an emergency or circumstances beyond the control of the Enrollee and the Enrollee is unable to give the Provider 24 hours advance notice of cancellation. D. Exclusions. Contractor has no obligation under this Agreement to provide any of the following services: 1. Treatment for mental retardation. An Enrollee shall be considered mentally retarded if he or she is determined by a qualified professional to have an IQ of 70 or below as measured by the Weschler scales. 2. Treatment for autistic children. An Enrollee shall be considered Autistic if a qualified professional (clinical psychologist or psychiatrist) diagnoses him or her as having an autistic disorder as defined by latest edition of the Diagnostic and Statistical Manual of the American Psychiatric Association. - 9 3. Inpatient counseling. This category includes any counseling while Enrollee is admitted as a patient in a general acute care or acute psychiatric hospital or other licensed health facility. 4. Physical or medical treatment for medical, organic, endocrine, metabolic or other physiological disorders. This category includes, but is not limited to: a. Pick's Disease b. Down's Syndrome c. Parkinson's Disease d. Epilepsy e. Huntington's Chorea f. Brain Tumor g. Alzheimer's Disease However, Contractor will provide services to Enrollees for emotional or psychological problems caused by or related to these conditions. 5. Involuntary requirements to undergo counsel- ing based upon orders of any California or Federal Judicial Officer or other governmental official mandating that an Enrollee undergo counseling for any reason whatsoever. 6. Treatment for any condition that is compens- able under Workers' Compensation or obtained through or required by any governmental agency. IV. CONTRACTOR'S SERVICES Contractor will provide the following services during the - 10 - term of this Agreement at Contractor's designated office locations or mutually agreed upon facilities and/or locations: A. Provision of management consultation to Sponsor relative to the development and integration of organizational policies and procedures necessary for effective implementation of Contractor's Program. B. Orientation of Sponsor's Enrollees to the Program by means of written materials, briefing and training session, and audio-visual presentations pertaining to the purpose, scope, nature and use of the Program. C. Training of Sponsor's supervisory and management staff to develop the knowledge and skills necessary to utilize effectively the resources of the Program in the exercise of their personnel management responsibilities. D. Provision of direct one-to-one counseling by licensed professional staff intended to identify and evaluate personal, medical -behavioral problems and to assess and address alternatives for the resolution of such problems as may exist from time to time among Sponsor's Subscribers and/or their dependents. Contractor shall provide a maximum of three (3) Individual Private Sessions or Group Counseling Sessions per family unit who have sought Program Services without referral by a supervisor of Sponsor per contract period. Fees for any counseling sessions exceeding three (3) will become the financial responsibility of the Enrollee unless otherwise arranged for by the Sponsor. Contractor will, however, provide any number of counseling sessions while this Agreement is in effect to identify and evaluate personal, medical -behavioral problems and to assess and address alternatives for the resolution of such problems of Sponsor's Enrollees' who have been referred to Contractor by a supervisor of Sponsor as evidencing performance problems in their work or occupation. E. Provision to Enrollees of referrals to professional community resources for treatment and/or assistance outside of the scope of this Agreement as may be appropriate. Payment of the fees for such treatment or assistance shall not be the responsibility of Contractor. F. Provision of ongoing consultation to Sponsor's supervisors and management personnel in matters pertaining to specific personnel actions. G. Provision of monthly statistical evaluations for the first six months of program implementation and quarterly statistical evaluation thereafter to the Sponsor of Enrollee utilization of Contractor's Program. V. CONFIDENTIALITY A. Records, including any information whether recorded or not, pertaining to the indentity, diagnosis or treatment of any employee or employee's family dependent which are maintained in connection with the performance of this contract shall be confidential and disclosed only in accordance with all applicable state and federal laws and regulations, including those relating to the confidentiality of medical records, patient consents to release - 12 - information, the pyschotherapist-patient privilege, and drug and alcohol program records. B. Contractor agrees to operate a system of records on individuals in accordance with the Privacy Act of 1974, as amended. VI. COMPENSATION BY SPONSOR A. Sponsor shall pay Contractor the sum of Three Thousand Eight Hundred Dollars and 00/100 ($3,800.00) for any one contract period in consideration for Contractor's provision of the Program. This sum shall be paid in four installments, quarterly in advance and each installment becomes payable upon receipt by Sponsor of an invoice from contractor. Remittances to Contractor shall be made payable to Occupational Health Services, Inc., and sent to Contractor's offices located at 187 - 40th Street Way, Oakland, California 94611. The level of compensation is related to the number of Subscribers reported by the Sponsor as of the effective date of this Agreement. This number will be reviewed on a quarterly basis, with increases and/or decreases in the number of Subscribers reported. Compensation levels may be adjusted based upon a per capita rate or a formula that is mutually agreeable to the Contractor and the Sponsor. B. No individual Enrollee shall be obligated in any way to pay for Program Services rendered by Contractor in accordance with the terms of this Agreement, including the payment of deductibles, copayments, or co-insurance. By statute, every contract between Contractor and a Panel Provider shall provide that - 13 - in the event Contractor fails to pay the Provider, an Enrollee shall not be liable to the Provider for any sums owed by Contractor. VII. INDEMNIFICATION AND INSURANCE A. The Contractor shall, at his own expense, take out and keep in force during the period of this contract, including any extensions thereof: 1) A public liability insurance policy to protect the Contractor, his officers, agents, and employees against any liability to the public arising out of or relating to any activities to be performed under this contract, or resulting from injury to, or death of, any person occurring in or about said work, in an amount of not less than $1,000,000 to satisfy the claim of one person, and in the amount of not less than $1,000,000 against the claims of two or more persons resulting from any one occurrence or accident. 2) A property damage or other insurance policy to protect the Contractor, his officers, agents and employees against any liability arising out of or relating to any activities to be performed under this contract, in the amount of not less than $500,000. 3) A worker's compensation insurance policy, covering all Contractor's employees and volunteers, as will protect it from claims under Workmen's Compensation Insurance Acts. 4) A professional liability policy covering errors and omissions in a sum not less than $1,000,000. The Contractor may not disclaim responsibility or avoid liability for the acts or omissions - 14 - of his subcontractors or other professional consultants, and may require professional liability insurance coverage from them in such amount as the Contractor may deem appropriate for the work being undertaken by subcontractors. 5) Automobile insurance covering all bodily injury and property liability incurred during the performance of this agreement, with minimum limits of $1,000,000 combined single limit per occurrence. Such automobile insurance shall include both owned and non -owned vehicles. Each of said policies (except the worker's compensation policy) shall name the City and its officers, agents and employees as additional insured, and shall constitute primary insurance as to City and its officers, agents, and employees so that any other policies insurance the terms insurance held by City shall not contribute to any loss under said within the limits of coverage provided by Contractor under of this agreement. Said policies shall obligate the carriers to notify the City in writing not less than ten (10) days prior to the cancellation thereof, or any other change affecting the coverage of the policies including, but not limited to, any erosion in aggregate coverage. Said policies shall be written on an occurrence basis and shall not be written on a claims made basis. The Contractor shall provide the City a certificate of insurance demonstrating the required coverage and stating that the policies are not written on a claims -made basis for execution of this contract. If Contractor does not maintain all of the required - 15 - insurance policies in full force and effect, City may elect to treat the failure to maintain the requested insurance as a breach of this contract and terminate the contract as provided herein. B. Contractor agrees to hold harmless, to indemnify, and at its own expense, cost, and risk, to defend the City, its officers, agents and employees from every loss, claim, action or liability which arises from or relates to Contractor's performance of services under this contract. VIII. TERM AND RENEWAL A. The term of this Agreement shall be for one(1) year(s) beginning on January 1, 1989 and ending on December 31, 1989. B. This Agreement shall be automatically renewed for additional one (1) year terms, unless either party serves written notice of termination to the other more than thirty (30) days prior to the expiration of the first or any subsequent term. This Agreement may be renewed on the same terms and conditions as it presently contains, provided that the compensation specified in Section VI may, by mutual agreement be increased. Notwithstanding the provisions of this section, the parties may negotiate new and different terms or conditions, or a different level of compensation, in light of legislative or regulatory changes that require Contractor to change such terms or conditions or to offer additional benefits not covered by this Agreement. Such changes shall be effective on the anniversary date of this Agreement unless otherwise mandated by law. - 16 - C. Unless otherwise specified in Section VIII (A.), any individual term of one (1) year's duration shall be considered a "contract period" as that term is used in this Agreement. D. Individual Continuation of Benefits. An individual Subscriber does not have the right to renew his or her eligibility for Program Services once his or her relationship (employment or otherwise) to Sponsor is terminated. An Enrollee's right to receive Program Services is determined solely by the Subscriber's Sponsor and Contractor. IX. SPONSOR OBLIGATIONS A. Sponsor shall provide its Enrollees with information about the Program and their eligibility for participation in the Program, and shall distribute to all employees or associated individuals copies of Contractor's Enrollee information forms including Contractor's Evidence of Coverage and Disclosure Form. The Evidence of Coverage and Disclosure Form is a summary only; this Agreement should be consulted to determine the governing contractual provisions. B. In the event Contractor sends notice of suspension or cancellation for any reason to Sponsor, Sponsor shall mail promptly to each employee or associated individual a legible, true copy of such notice and shall promptly provide Contractor with proof of such mailing and the date thereof. X. ELIGIBILITY - 17 - A. Contractor may suspend or cancel the eligibility of Enrollees for Program Services based upon Sponsor's repeated failure to reimburse Contractor within 45 days of receipt of Invoice and/or for a contribution delinquent in excess of 90 days. The eligibility of an Enrollee for Program Services under this Agreement shall cease on the sixtieth (60th) day after the date of any invoice sent by Contractor to Sponsor if that invoice is unpaid by Sponsor as of that date and Sponsor has received notice of suspension or cancellation of this Agreement from Contractor in accordance with Sections XI and/or XII. If Sponsor has not received notice of suspension or cancellation by the sixtieth day, the eligibility of an Enrollee shall cease on the date that Sponsor receives notification of suspension or cancellation in accordance with Sections XI and/or XII. B. Termination of Benefits. The eligibility of an Subscriber for Program Services shall terminate on the last day he or she bears the relationship to Sponsor specified in Section I. (F.). Dependents shall remain eligible for Program Services until the eligibility of the Subscriber related to them ceases or until loss of dependency status, whichever occurs first. Eligibility shall, in any event, terminate immediately upon termination of this Agreement, except as otherwise provided herein. Contractor may terminate the eligibility of any Enrollee for fraud or deception in the use of the services provided by it or for knowingly permitting such fraud or deception by another. - 18 - XI. CANCELLATION Either party may terminate this agreement by giving thirty (30) days notice to the other party in writing of the intention to do so, and the reason therefor. This agreement may not be terminated by Contractor due to the enrollee's health status or requirements for covered services. A. Contractor may terminate all further benefits, and be released from all further obligations hereunder effective as of the 30th day following written notice of such cancellation to Sponsor. B. Contractor will make payment to Panel Providers for services authorized by Contractor prior to cancellation, and provided thereafter in accordance with this Agreement, but in no event for services provided beyond thirty (30) days after the cancellation. C. In the event of cancellation by the Contractor (except in the case of fraud or deception in the use of services or facilities of Contractor or knowingly permitting such fraud or deception by another), Contractor shall, within thirty (30) days, return to Sponsor the pro -rated portion, if any, of the money paid to Contractor which corresponds to any unexpired period for which payment has been received, less any amount due Contractor. D. If any person believes that this Agreement has been cancelled or an Enrollee has been denied Program Services because of an Enrollee's health status or requirements for health services, he/she may request a review by the Commissioner of Corporations of the State of California under Section 1365(b) of the California - 19 - Health and Safety Code. XII. SUSPENSION Suspension of this Agreement may only be effected in accordance with the following provisions: A. Contractor may suspend this Agreement, terminate all further benefits, and be released from all further obligations hereunder effective as of the date Contractor gives written notice of such suspension to Sponsor upon the occurrence of the following event: 1. In the event that Sponsor has repeatedly failed to reimburse Contractor within 45 days of receipt of Invoice and/or for a contribution delinquent in excess of 90 days as set forth in Section X(A), and provided that Sponsor has been duly notified and billed by Contractor, and at least fifteen (15) days have elapsed since the date of notification. However, Contractor must send a notice of suspension of this Agreement only after Sponsor's payment has been delinquent for sixty (60) days for suspension to be effective. B. Contractor will make payment to Panel Providers for services authorized by Contractor prior to suspension, and provided thereafter in accordance with this Agreement, but in no event for services provided beyond thirty (30) days after the suspension. C. Acceptance by Contractor of the proper Sponsor contribution after suspension of this Agreement shall reinstate the Agreement as though it had never been suspended unless Contractor - 20 - shall with five (5) business days of receipt of such payment refund the payment so made. XIII. GENERAL PROVISIONS A. All notices referred to in this Agreement shall be deemed as having been properly made upon deposit of any such notice in the United Stated mail, postage prepaid, certified mail with return receipt requested, addressed to Contractor at its address specified in Section VI(A) above or to the Sponsor at the address last appearing on Contractor's books. For purposes of this agreement, all such notices shall be deemed received by Contractor or Sponsor two (2) days after they have been properly made. B. This Agreement contains the entire understanding of the parties relating to the subject matter contained herein and supersedes all prior and collateral contracts, understandings, and negotiations of the parties, whether oral or written. Each party acknowledges that no representations, inducements, promises or agreements, oral or written, with reference to the subject matter hereof have been made other than as expressly set forth herein. C. Neither party may assign or delegate this Agreement without the express written consent of the other. D. This Agreement shall be governed by the laws of the State of California. Contractor's Program is subject to the requirements of Chapter 2.2 Division 2 of the California Health and Safety Code and to Subchapter 5.5 of Chapter 3 of Title 10 of the California Administrative Code. Any provision required to be in - 21 - this Agreement by either of the above shall bind Contractor whether or not any such provision appears in this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first herein above set forth. OCCUP AL HE'A TH SERVIC'ES, INC. By: I '� .LA Title: Vic -President SPONSOR: By: Title: - 22 -