CONTRACT 3482 Service Agreement3482
M"N EMPLOYEE ASSISTANC E PROGRAM SERVICES AGREEMENT
WITH A MIND BETWEEN
®YOUR
MANAGED HEALTH NETWORK
AND
CITY OF EL SEGUNDO
GROUP #8504
This Employee Assistance Program Services Agreement ( "Agreement "), is to be effective the 1 st day of January,
2005, by and between MANAGED HEALTH NETWORK ( "MHN "), a California corporation, and CITY OF EL
SEGUNDO ( "Client ") with reference to the following facts:
RECITALS
WHEREAS, Client wishes to establish an Employee Assistance Program as defined herein, for the benefit
of its employees and their Dependents.
WHEREAS, MHN is licensed as a specialized health care service plan under the Knox -Keene Health Care
Service Plan Act of 1975, as amended.
WHEREAS, MHN has experience in providing Employee Assistance Program services and has established
a network of professional providers to render required Employee Assistance Program services.
WHEREAS, Client wishes to engage MHN to provide such services and MHN wishes to provide the same
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties agree as follows:
I. DEFINITIONS
1.1 "Combined Evidence of Coverage and Disclosure Form (Evidence of Coverage)" - A document 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 Stress Debriefing (CISD)" — a group meeting or discussion regarding a distressing and
traumatic incident in the workplace. These meetings are conducted by specially trained and qualified MHN
providers and generally are conducted at the workplace.
1.4 "Dependent" - any person who:
is the spouse of a Subscriber;
is a dependent child of a Subscriber or Subscriber's spouse, who is either:
a. unmarried and age eighteen (18) or less; or
b. over the age of eighteen (18) and incapable of self - sustaining employment by reason of mental
retardation or physical handicap incurred prior to age nineteen (19) and chiefly dependent upon the Subscriber or
Subscriber's spouse for support and maintenance. Proof of such incapacity and dependency must be furnished to
Client within thirty-one (3 1) days of such Dependent's attainment of his or her nineteenth (19th) birthday and each
birthday thereafter;
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3. is an unmarried Dependent child of Subscriber or Subscriber's spouse age twenty-four (24) or less
who is attending a recognized college or university, trade or secondary school on a full -time basis. MHN may
request student status of any such Dependent on a periodic basis.
A Dependent of a Subscriber or Subscriber's spouse becomes eligible to receive Covered Services on the date on
which the Dependent becomes a Dependent of Subscriber or Subscriber's spouse. For adopted and foster children of
Subscriber or Subscriber's spouse, coverage will begin at the moment the child is placed in the custody of the
adoptive or foster parents.
1.5 "Employee Assistance Program" ( "EAP ") - the MHN program for the Assessment and Referral of
Covered Persons as described in this Agreement, including short-term telephonic counseling as authorized by MHN.
1.6 "Initial Term" - the initial period of the Term of this Agreement as set forth at Paragraph 5. 1, below.
1.7 "Intake Line" - a telephone number available twenty four (24) hours each day, seven (7) days each week
to provide access to MHN's EAP services pursuant to this Agreement.
1.8 "Monthly Fee" - the amount to be paid to MHN by Client as set forth at paragraph 4.1.
1.9 "Participating Provider" - a professional contracting with MHN or its affiliates who furnishes Employee
Assistance Program services to Covered Persons.
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 full -time employee working for the Client 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.
II. 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. 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 shall respond to management/job performance referrals. For management/job performance
referrals, MHN shall provide follow -up, as determined by MHN to be necessary, to monitor referred Covered
Persons' adherence to the agreed course of treatment. Progress reports to managers and supervisors on referred
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employees will be limited to reporting whether or not the employee has sought EAP assistance and is cooperating
with the treatment program.
C) MHN will respond to CISDs as set forth in Exhibit 2.3 relating to a distressing and traumatic event
occurring in the Client's workplace on an unlimited basis, except in the case of catastrophic events. A "catastrophic
event" is 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, including without limitation, practitioner
professional fees for travel time, incurred by MHN.
d) MHN shall provide a maximum of three (3) 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.
f) At the conclusion of assessment services, the Covered Person will be requested to complete a
"Client Satisfaction Questionnaire."
2.4 Reports to Client. MHN shall provide Client with the reports described in Exhibit 2.4, attached hereto and
made a part hereof, at the intervals described therein.
2.5 Work & Life Services. M1 4N shall also provide those EAP work & life services described in Exhibit 2.5
hereof. The fee for such services is included in the Monthly Fee set forth in section 4.1 of 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.
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 if applicable;
b) preparation, review and distribution of a Summary Plan Description if required by ERISA; and
C) filing Summary Plan Description with U.S. Department of Labor if applicable.
3.2 Costs of Ongoing Treatment. Client shall inform all its employees who are Covered Persons that the cost
of any treatment not specifically provided pursuant to this Agreement, shall be the responsibility of the Covered
Person.
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3.3 Client Liaison. Client shall designate an employee to act as a liaison between the Client and MHN under
this Agreement and to be responsible for coordinating all of Client's requests for services under this Agreement.
IV. COMPENSATION OF MHN
4.1 Monthly Fee. Client shall pay to MHN a Monthly Fee equal to two dollars and thirty-five cents ($2.35) 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 1 st day of January, 2005 (the "Effective Date "), and shall
initially continue in effect for a period of twelve (12) months, through the 31st day of December, 2005, 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.
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VI. NOTICE TO COVERED PERSONS
Client shall inform all Covered Persons of any termination of this Agreement. MHN shall not have any obligation
for claims submitted for dates of service following termination of this Agreement. Any services authorized by MHN
but incurred after termination of this Agreement are the responsibility of the Covered Person.
Transfer of Records. Upon the termination of MHN's duties pursuant to this Agreement, it shall be the
responsibility of the Client to arrange and pay all costs for the transfer to the successor EAP company any of the
Client's records in MHN's possession involving job performance referrals. M14N may transfer such records in any
form as it may desire; including computer tapes or disks. It is the responsibility of the Client to convert such
information into a form required by the successor.
VII. ACCESS TO BOOKS AND RECORDS
Client agrees that MHN may have access to Client's 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.
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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
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 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 MI-IN'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"
CITY OF EL SEGUNDO
350 Main Street
El Segundo, CA 90245
LIN
Nan
Title: (® /' ►
Date:
"MI-IN"
MANAGED HEALTH NETWORK
1600 Los Gamos Drive, Suite 300
San Rafael, CA 4903
y:
t
B�
Name: Gerald V. Coil
Title: President
Date:
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TABLE OF EXHIBITS
Exhibit 2.3
Client Training Programs
Exhibit 2.4
Reports to Clients
Exhibit 2.5
Work & Life Services
Exhibit 2.6
Online Member Services
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. Orientation seminars for employees
2. Training seminars for managers and supervisors
3. Management Consults /Job Performance Referrals and related follow -ups
4. Four (4) "brown bag" seminars
5. Critical Incident Stress Debriefings [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 and Annually
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EXHIBIT 2.5
WORK & LIFE SERVICES
Work & Life Services Summary
+.3462 • , . 4
Work & Life Services provide educational and consultative assistance concerning financial, legal, childcare, elder
care, tax advisory, and pre- retirement issues. Additionally, MHN provides concierge services to assist Members
with general life management issues.
Work & Life Services Descriutions
Personal Financial Counseling. 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. These
services are offered in 2 formats: Brief counseling for Members needing general consultative services; or, Full
counseling for Members requiring in- depth, strategic consultation regarding financial concerns. For the Full
session, Members are provided a worksheet in which to gather detailed information about income and expenses
before the counseling session. The counselor then reviews the information with the Member and helps develop
a realistic family budget during a single 60- minute telephone appointment. This service does not cover tax or
investment advice, nor does MHN give loans or pay bills. For Brief Counseling One Session = Telephone
session of up to 30 minutes. For Full Counseling One Session = Telephone session of up to 60 minutes.
Child Care Consultation. This plan telephone service helps Members assess child care needs, and learn how to
identify and evaluate appropriate child care resources. Through telephone consultation, MHN can help the
Member with the following:
❑ Help the member understand the differences in cost and structure of the various types of childcare available
for infants, preschoolers and school -age children (including self -care)
❑ Help the member understand the role of developmental issues in choosing care for their children
• Help the member assess the type of care that best fits Member's family
• Help the member evaluate Child Care information and consultative issues regarding:
=> Child care centers
=> Sick care (available in some locations)
=> Nanny /au pair agencies
=> Before and after school programs
=:> Nursery schools
=> Quality of childcare settings and /or providers
=:> Re- evaluate the care of their children
=> Identify resources and contacts for parents with special needs children
One Session = Telephone session of up to 30 minutes.
Elder Care Consultation. This plan telephone service helps Members obtain information to care for an aging
relative. MHN's Elder Care consultation can help Members explore and use available elder care resources to:
❑ Evaluate the needs of the elderly relative in terms of living arrangements, healthcare, legal rights and
financial concerns
• Identify the public and private community services that can help meet those needs
• Identify potential sources of personal support for the caregiver
MHN will work with Members over the telephone to find solutions to their concerns. One Session = Telephone
session of up to 60 minutes.
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Legal Consultation. This plan offers either an in- person office visit or the telephone service of a network
h ]f h sultation session Network attorneys provide advice and
attorney to provide to Member a one a - our con
direction in a variety of common family law areas.* The most common areas we handle include:
❑ Child custody
❑ Divorce
❑ Credit and bankruptcy
❑ Real estate
❑ Wills and probate
❑ Personal injury
❑ Criminal
❑ Consumer contracts
*The service excludes certain specialized legal areas including labor law and employment law. This plan
specifically does not cover legal representation in court or preparation of legal documents.
Personal Tax Advisory. This plan covers the telephone services of CPAs (Certified Public Accountants) or
EA's (Enrolled Agents) to assist employees who have problems with:
❑ IRS audits
❑ Capital gains, estate tax and inheritance tax
❑ Unfiled, past due federal tax returns
❑ How to address other IRS issues that the Member is unable to resolve
Each family unit is entitled to a total of up to 90 minutes per year, which consists of three Telephone sessions of
up to 30 minutes each. Please note that this is not a tax representation and/or preparation service.
• Pre - Retirement Consultation. This plan covers two specialized types of Pre - Retirement telephone
consultations: Financial and Lifestyles. One Session = Telephone session of up to 60 minutes.
❑ Financial: This telephone session can help the Member analyze the financial aspects of retirement. The
counselor can help the Member:
Discuss strategies for maximizing retirement income
Determine how to estimate retirement income
Determine if additional income is needed to maintain current lifestyle
Learn about financial senior benefits
Evaluate pension and social security options
Members who schedule a pre - retirement financial consultation are sent a set of worksheets to complete
prior to the consultation.
❑ Lifes les: This telephone consultation can cover all non - financial issues related to retirement. The
consultant can provide suggestions on:
=:> Aging issues such as housing, health and social relationships
=:> Relocating after retirement
=> Making the most out of retirement
=:> The effects of family relationships after retirement
=:> Making the transition from full -time work to retirement
• Concierge Services. This plan service covers telephone assistance in obtaining certain vendors for Members as
described below.
Concierge Services serves as an information broker that is intended solely to be a locator service. This service
is not intended to be a full concierge service in its purest form (i.e., securing services for Members). Members
will receive a response by telephone, E -mail, or facsimile within 72 hours of their initial request. 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. One Session = Request for Service (30 minute maximum
spent on each request).
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"Organizing Life's Affairs" Counseling. This plan service covers an up to one -hour telephone session with a
consultant who can provide Members with suggestions and written guidelines and checklists to help them:
❑ Devise a system for organizing and maintaining personal records
❑ Develop a personal survival guide, a master list of vital documents and personal information
❑ Cope with medical decisions and funeral arrangements
❑ Explore the value of a personal legacy for their heirs
❑ Find additional sources of assistance and support in their own communities
This MHN service can also benefit those Members who need to arrange final details for a terminally ill friend or
family member, or who need support after the loss of a loved one. Each Member who accesses this service
receives our booklet, The Guide To Getting It Together: 20 Action Steps for Organizing Personal Records and
Papers, and its companion workbook that leads the reader through each step.
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EXHIBIT 2.6
MHN ONLINE MEMBER SERVICES
WELCOME PACKAGE DESCRIPTION
GENERAL
MHN Online Member Services Welcome package is designed to provide Client's employees and eligible dependents
access to Employee Assistance Program (EAP) benefits, practitioner and provider searches, authorizations, and
behavioral health services that include a number of self -help options, as well as professional assistance.
The MHN Online Member Services Welcome package features include:
Your EAP Benefits
• EAP Benefit Summary
• Description of Benefits
Emotional Health
• Stress Self -Help Program
• Articles & More, Quick Tips
• Links to related sites
• Practitioner Search and Request Authorization
Health and Fitness
• Health Assessment
• Articles & More
• Links to related sites
Family & Work
• 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 your employees and their eligible dependents with a telephone
number should they need urgent intervention from a licensed clinician.
Special Feature
■ Quarterly Electronic Newsletter
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EXHIBIT 10.6
ARBITRATION
1. Any controversy between the parties of this Agreement, including, but not limited to, Members, shall be
resolved, to the extent possible, by informal meeting or discussions between the appropriate representatives of the
parties.
2. In the event that a dispute is not resolved in that process, MHN uses binding arbitration as the final method for
resolving all such disputes, whether stated in tort, contract or otherwise, and whether or not other parties such as
employer groups, health care practitioners, or their agents or employees, are also involved. In addition, disputes with
MHN involving alleged professional liability or medical malpractice (that is, whether any medical services rendered
were unnecessary or unauthorized or were improperly, negligently or incompetently rendered) also must be
submitted to binding arbitration.
3. Client hereby agrees to submit all disputes to final and binding arbitration. Likewise, MHN agrees to arbitrate
all such disputes. By agreeing to binding arbitration, both parties agree to forego any right they may have to a jury
trial on such disputes. However, no remedies that otherwise would be available to either party in a court of law will
be forfeited by virtue of this agreement to use and be bound by MHN's binding arbitration process. This agreement
to arbitrate shall be enforced even if a party to the arbitration is also involved in another action or proceeding with a
third party arising out of the same matter.
4. MHN's binding arbitration process is conducted by selection of mutually acceptable arbitrator(s) by the
parties. The Federal Arbitration Act, 9 U.S.C. § 1, et seq., will govern arbitrations under this process. In the event
that total amount of damages claimed is $200,000 or less, the parties shall, within 60 days of the demand for
arbitration to MHN, appoint a mutually acceptable single neutral arbitrator who shall hear and decide the case and
have no jurisdiction to award more than $200,000. In the event that total amount of damages is over $200,000, the
parties shall, within 60 days of the demand for arbitration to MHN, appoint a panel of three neutral arbitrators
(unless less than three is mutually agreed upon), who shall hear and decide the case.
5. Arbitration can be initiated by submitting a demand for arbitration to MHN at the address provided below.
The demand must have a clear statement of the facts, the relief sought and a dollar amount.
Litigation Administrator
21650 Oxnard Street, #2125
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.
#8504 /10/29/2004
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