CONTRACT 2035A Amendment 2 z A
M"N AMENDMENT TO THE
wl"�I-I A M)N1 M EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT
BETWEEN
MANAGED HEALTH NETWORK
AND
CITY OF EL SEGUNDO
GROUP#8504
The Employee Assistance Program Services Agreement effective July 1, 2002, ("Agreement") by and between
MANAGED HEALTH NETWORK("MHN"), a California corporation and CITY OF EL SEGUNDO ("Client") is
hereby amended by both Parties(hereinafter referred to as"Amendment").
RECITALS
WHEREAS,in order to continue their existing relationship,the Parties desire to amend the Agreement;
NOW THEREFORE, in consideration of the premises, terms, and conditions set forth herein, the Parties agree to
amend the Agreement as follows:
1. Section V, "Term and Termination",paragraph 5.1, "Term",shall be deleted and replaced with:
"This Agreement shall commence upon the 1st day of July, 2002 (the "Effective Date"), and shall initially continue in
effect for a period of eighteen (18) months, through the 31st day of December, 2003, 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."
2. Section X, "Miscellaneous", paragraph 10.6, "Dispute Resolution", shall be deleted and replaced with the
following paragraph,as well as the referenced Exhibit 10.6"Arbitration":
"10.6 Dispute Resolution. Client agrees to submit to arbitration as set forth in Exhibit 10.6."
3. Exhibit 2.5, "Life Management Services", shall be deleted in its entirety and replaced with the attached
Exhibit 2.5 which includes updated EAP Life Management Services descriptions.
4. All provisions of the Agreement and any written Amendment thereto, not inconsistent herewith, shall remain
in full force and effect.
5. This Amendment shall be effective July 1,2003,
IN WITNESS WHEREOF,the Parties have executed this Amendment on the dates indicated below,
CITY OF EL SEGUNDO MANAGED HEALTH NETWORK
350 Main Street 1600 Los Gamos Drive,Suite 300
El Segundo,CA 90245 San Rafael,C# 94903
By: By:
. . ......... ...........
Name: Name: (%erald V,Cod
Title: Tide:: ['resident
.
......................
Date: Date
#9504/6/412003
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EXHIBIT 2.5
EAP LIFE MANAGEMENT SERVICES
• Counseling for Financial and Credit Problems.This plan covers the services of a Participating Financial
Counselor(as defined below)to help get the Member's finances back under control,analyze spending habits and
patterns,develop a realistic,personalized budget,and to educate the Member on available credit rights and
options. This service does not cover tax or investment advice,nor does MHN give loans or pay bills. One Session
= Telephone session of up to 60 minutes.
• Counseling for Childcare Matters.This plan covers the services of a Participating Counselor(as defined below)
to help a Member assess the Member's childcare needs and to identify and evaluate appropriate childcare options.
One Session = Telephone session of up to 30 minutes.
• Counseling for Eldercare Matters.This plan covers the services of a Participating Counselor(as defined below)
to help a Member explore and utilize available resources to resolve problems with elder living arrangements,
nutrition,health care,legal rights, and Social Security,Medicare,and Medicaid benefits. One Session = Telephone
session of up to 60 minutes.
• Counseling for Legal Problems.This plan covers the services of a Participating Legal Counselor(as defined
below)or to provide legal consultation to Members with legal questions in areas of family law,consumer issues,
landlord-tenant disputes,personal injury,contracts,and criminal matters. This plan specifically does not cover
legal representation in court,preparation of legal documents,or advice in the areas of labor,employment,taxes,
patents,or immigration. One Session = Telephone session of up to 30 minutes.
• Counseling for Federal Tax Problems.This plan covers the services of a Participating Tax Counselor(as defined
below)to provide tax consultation for:
• Unpaid federal taxes,penalties,and interest
• IRS audits
• Unfiled,past-due federal tax returns
• Any other problem with the IRS that you or your family members have unsuccessfully attempted 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.
• Counseling for Pre-Retirement Planning.This plan covers the services of a Participating Retirement Counselor
(as defined below) to provide information on topics relevant to persons of any age who are planning for retirement.
Members will be provided information about the range of situations that they are likely to encounter in retirement,
and they will be given guidance on how to plan ahead for quality retirement. This service does not cover specific
investment,tax,or legal advice. One Session = Telephone session of up to 60 minutes.
• Counseling for Organizing Life's Affairs.This plan covers the services of a Participating Counselor(as defined
below)to help Members create an organized legacy. This benefit can also be used for Members who need to
arrange"final details"for a friend or family member,or for Members who need suggestions and support about
getting life back together after the loss of a loved one. One Session= Telephone session of up to 60 minutes.
• Sanity SaverssM,Concierge Service. MHN's Sanity SaverssM personal assistance service serves as a resource for
providing solutions to your everyday challenges of life. Rather than spend a part of your busy workday finding
resources for ordering flowers or theatre tickets,planning a vacation,or arranging transportation, this plan covers
the services of someone to help you accomplish these tasks. 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).
#8504/6/4/2003
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For the purposes of this Agreement,a"Participating Counselor,""Participating Financial Counselor,""Participating
Legal Counselor,""Participating Tax Counselor,"and"Participating Retirement Counselor,"are defined as an
individual contracting with or employed by MHN or its affiliates who furnishes EAP Life Management Services to
Covered Persons.
#8504/6/4/2003
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A.
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.
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.
3. 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.
4. 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
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.
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.
rs9504 r6(412003
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