HomeMy Public PortalAbout2008-01-01 Non-Counseling EAP Services Agrmt - CignaCALIFORNIA AND/OR NEVADA AGREEMENT FOR NON-COUNSELING EMPLOYEE
ASSISTANCE PROGRAM SERVICES
Agrccment madc as of January 1,2008 by and bctwccn City of Fullerton, at 303 West Commonwealth
Avenuc, Fullerton, CA 92832 ("Employer") and CIGNA Bchavioral Health, Inc., at 11095 Viking Drive,
Suite 350, Eden Prairic, MN 55344 ("CIGNA Behavioral").
WITNESSETH:
WHEREAS, Employer has adopted an Employce Assistance Program ("EAP") which includes a short-
term counseling program as described in the policy ("Policy") between Employer and Connecticut General
Life Insurancc Company ("CGLIC") and wishes to provide certain other EAP services to its employees,
their dependents, and members of their households who reside in California or Nevada ("Participants");
and
WHEREAS, CIGNA Behavioral has agreed to provide child/elder care, adult life issues, financial,
education, and law services resources to Employer for Participants and to provide certain employer
account services.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Employer and CIGNA
Behavioral agree as follows:
I. CIGNA Behavioral EAP Services; Responsibilities ofCIGNA Behavioral
Assessment and Referral Services
I. I The services set forth herein shall be available to Participants in the service area identified in
Exhibit I.
1.2. Life Events Services: For family care, legal/financial information, Healthy Rewards (telephonic),
and Emotional Well-Being Online (Awareness Series, Frequently Asked Questions, Article Library,
AccessCare which includes initial registration, online eligibility check, self-assessment tool, and Provider
Directory and Search vehicle) ("Full-Service Life Events"), CIGNA Behavioral shall provide assessment
and referral services as requested by Participant or Employer. Legal assessment and referral services are
not available to Participants if the issue is related to a potential cause of action against Employer. Online
behavioral health services ("Online Services"), shall be provided pursuant to the terms of Exhibit 4 of this
Agreement. Any additional services ("Menu Options") purchased by Employer are attached hereto as
Exhibit 5 of this Agreement.
1.3 CIGNA Behavioral shall be available to Participants for assessments and referrals through a toll-free
telephone number maintained by CIGNA Behavioral twenty-four (24) hours a day, seven (7) days a week.
1.4 Participant calls to the CIGNA Behavioral 800 number will be answered by a personal advocate who
will obtain appropriate information and refer the Participant to a resource qualified to address the
problem.
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1.5 CIGNA Behavioral shall arrange for access for Participants to contracted specialty firms or to local
resources for assessment and referral. Participants shall be responsible for costs of services providcd
pursuant to a rcferral. Contracted specialty firms may offcr Participant a discount rate. Life Events Icgal
serviccs shall include, at no chargc to Participants, an initial thirty (30) minute consultation.
1.6 C1GNA Bchavioral will provide Employcr Account Services as set forth in Exhibit 2.
Employce Communication Services
1.7 Communication materials related to EAP serviccs shall be available electronically.
Management Reports
1.8 CIGNA Behavioral will provide standard reports on a quarterly basis to Employer. Without the
appropriate written consent of the Participant, C1GNA Behavioral will provide no information to
Employer or any third party which is Participant-specific or that includes any Participant identifiablc
information.
II. Employer Responsibilities
2.1 The Employer agrees to distribute to participating employees the communication materials described
in paragraph 1.7, above, at Employer's expense. The Employer will also cooperate with CIGNA
Behavioral in efforts to otherwise communicate with Participants concerning the services available to
them pursuant to this Agreement.
2.2 The Employer shall inform CIGNA Behavioral of the Employer's management policies and
procedures to guide supervisors in effectively handling employees with performance problems in order for
CIGNA Behavioral to provide the training set forth in Exhibit 2.
2.3 Employer will compensate CIGNA Behavioral for services provided under this Agreement as set
forth in Exhibit 3. Retroactive adjustments to the amount of the per employee per month fees paid to
CIGNA Behavioral shall be limited to twelve (12) months prior to the date either party notifies the other
of such a retroactive adjustment.
2.4 CIGNA Behavioral shall have the right to revise CIGNA Behavioral's fees and/or the number of hours
available to Employer as Employer Account Services (i) twenty-four (24) months from the effective date
of this Agreement, (ii) at any time thereafter, but no more frequently than once every twelve (12) months
after the initial twenty-four (24) month term, by giving Employer not less than thirty (30) days' prior
written notice, and (iii) when the number of employees varies by more than 10% from the number
included on the first CIGNA Behavioral billing for the initial twenty-four (24) month term and each
subsequent twelve (12) month period of the Agreement.
2.5 Employer agrees that, annually, at least ninety (90) days' prior to the anniversary date of the effective
date of this Agreement, Employer shall furnish to CIGNA BehaYioral the number of employees who are
Participants by state of residence.
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I,
III Miscellaneous Provisions
Notices
3.1 All notices required or permitted to be given under this Agreement shall be in writing and addressed
as follows:
EMPLOYER: City of Fullerton
303 West Commonwealth Avenue
Fullerton, CA 92832
CIGNA Behavioral: CIGNA Behavioral Health, Inc.
11095 Viking Drive
Eden Prairie, MN 55344
Notices will be effective upon receipt by the party to which they are addressed.
Amendment and Assignment
3,2 No amendment of any of the provisions of this Agreement shall be binding on either party unless in
writing and signed by the duly authorized representatives of both parties. This Agreement is
nonassignable without the written consent of the other party, Any attempted assignment without such
consent shall be void, No failure by either party at any time or for any period of time to insist upon full
performance by the other party shall be deemed a waiver of any duty owed by the other party to the non-
objecting party,
Confidential Information
3.3 CIGNA Behavioral and the Employer agree not to use for any purposes other than the performance of
this Agreement or to disclose to others any confidential or proprietary technical or business information of
the other party obtained in connection with the performance of any services rendered, without the prior
written consent of the other party, Each party shall treat and shall require its employees to treat as strictly
confidential all information it has learned in the course ofthis Agreement, and in discussions and
proposals leading up to this Agreement including any patient identifiable information received pursuant to
Participant's consent. CIGNA Behavioral shall maintain financial and administrative records in
accordance with applicable laws, and those records shall be the property of CIGNA Behavioral. The
provisions of this section shall survive the termination of this Agreement.
3.4 CIGNA Behavioral assumes no responsibility for employment-related supervision of any Employer
employee; such supervision and/or decisions regarding the employee are the sole responsibility of the
Employer.
Compliance with ERISA
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3.5 Employer hereby dclegates to CIGNA Behavioral the authority, responsibility, and discretion to
determine all questions of eligibility and status under the EAP, to interpret and construe the provisIons of
the EAP as necessary to reach factually supported conclusions.
Independent Contractor Status
3.6 None of the provisions of this Agreement create nor shall be construed to create an agency,
partnership, joint venture, quasi-corporation or any other relationship between the parties other than that
of independent parties, contracting hereunder solcly for the purpose of implementing the provisions of this
Agreement.
Prior Agreements
3.7 This Agreement contains the entire agreement between the Employer and CIGNA Behavioral with
respect to the services provided hereunder, and supersedes any and all prior discussions or agreements,
written or oral, with respect thereto.
Governing Law
3.8 This Agreement shall be governed by, and shall be construed in accordance with all applicable federal
laws, including ERISA, and the laws of the state of Minnesota.
Arbitration
3.9 The parties agree to submit any disputes or claims arising out of or related to this Agreement to
binding arbitration pursuant to the commercial rules of the American Arbitration Association and to
conduct such an arbitration in the city of Minneapolis, Minnesota. There shall be a single arbitrator
chosen by both parties within thirty (30) days after notice to arbitrate a claim is received. If the parties are
unable to agree upon a single arbitrator in a timely fashion, the arbitrator shall be appointed by the
American Arbitration Association in the city where the arbitration is to be held. Judgment may be entered
upon the award of the arbitrator. Cost of the arbitration shall be borne equally by the parties unless the
arbitrator's award directs otherwise. .
Privacy Addendum
3. I 0 The terms of Exhibit 6, Privacy Addendum, shall be incorporated herein.
IV. Term: Termination
Term
4. I This Agreement shall remain in effect from the date first set forth above until terminated as provided
in Section 4.2.
Termination
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4.2 This Ah'Teement shall terminate upon the earliest of the following dates:
a. At the option ofCIGNA Behavioral, the date upon which Employer fails to pay the
ClGNA Behavioral compensation as provided in section 2.3;
b. Either party may terminate this Agreement at any timc without cause upon sixty (60) days'
prior written notice to the other party.
V. Indemnitv
5.1. In the event that ClGNA Behavioral, its officers, directors, employees or agents are made parties to
any judicial or administrative proceeding arising in whole or in part out of any function negligently
performed by the Employer, including the functions and obligations set forth in the Privacy Addendum,
then the Employer shall indemnify and hold CIGNA Behavioral harmless for any and all judgments,
settlements, and costs (including reasonable attorneys' fees) which CIGNA Behavioral incurs or pays in
connection therewith except that Employer shall not be requircd to reimburse for such amounts if the
court rendering the judgment or the agency making the award determines that the liability underlying the
judgment or award (or attorneys' fees with respect thereto) was caused by the negligence, fraud or criminal
. conduct of CIGNA Behavioral, its agents, employees, officers or directors.
5.2 In the event that Employer, its officers, directors, employees, agents or affiliates are made parties
to any judicial or administrative proceeding arising in whole or in part out of any function negligently
performed by CIGNA Behavioral, including the functions and obligations set forth in the Privacy
Addendum, then CIGNA Behavioral shall indemnify and hold Employer harmless for any and all
judgments, settlements and costs (including reasonable attorneys' fees) which Employer incurs or pays in
connection therewith except that CIGNA Behavioral shall not be required to reimburse for such amounts
if the court rendering the judgment or the agency making the award determines that the liability
underlying the judgment or award (or attorneys' fees with respect thereto) was caused by the negligence,
fraud or criminal conduct of Employer, its agents, affiliates, employees, officers or directors. The
foregoing does not include indemnification for the negligent acts or omissions of Participating Providers.
By contract, CIGNA Behavioral requires Participating Providers to maintain adequate amounts of
professional liability insurance, and Participating Providers remain responsible for their own professional
conduct.
5.3 In the event that the parties have been found jointly and severally liable to a third party, liability
shall be apportioned consistent with the relative degree of fault of each party.
5.4 In the event litigation is instituted by a third party against the Employer and/or CIGNA
Behavioral concerning any matter under the Plan, each party to this Agreement shall have sole authority to
select legal counsel of its choice.
5.5 The indemnifications provided for by the foregoing paragraphs shall survive the termination of this
Agreement.
VI. Determination of California and/or Nevada Participants' Eligibility
6.1. As the insurer for the short-term counseling benefit for California llndlor Nevada Participants,
CGLlC is required under the Health Insurance Portability Act of 1996 ("HIP AA") and the privacy
regulations promulgated thereunder, to distribute a Privacy Notice, as defined under HIP AA, to those
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employees. In order for CGLlC to comply with this requirement, Employer shall furnish to CIGNA
Behavioral Health as agent for CGLlC such eligibility information electronically on a monthly basis
according to the specifications set forth in Exhibit 7. It is mutually understood that the effective
perfonnance ofthis Ab'feement by CIGNA Behavioral will require that it be advised on a timely basis by
the Employer during the continuance of this Agreement of the identity of Employer's California and/or
Nevada employee Participants.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as of the day and
year first written above.
CITY OF F3r~'SON
By: /.1{.,/~
Name: Chris Meyer
By:
Name:
Title:
City Manager
Title:
Date:
October 16, 2008
Date:
WITH RESPECT TO THE PRIVACY
ADDENDUM (EXHIBIT6) ONLY:
*GRouP HEALT P AN E OYER'S PLAN
By:
* Group Health Plan is a defined term under
HIPAA(see4SC.F.R. 160.103). Itgenerally
refers to an employee welfare benefit plan
maintained by an employer for its employees.
Typically, an Employer (Plan Sponsor) will
designate an individual or a committee to carry out
Group Health Plan. An individual so authorized to
act on behalf of the Group Health Plan should sign
here.
Name:
Chris Meyer
Title:
City Manager
Date: October 16, 2008
ATTEST'
_(11lQ~
Beverley White, City Clerk
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EXHIBIT I
SERVICE AREA
California
Nevada
EXHIBIT 2
EMPLOYER ACCOUNT SERVICES
As part of CIGNA Behavioral's Fees set forth in Exhibit 3 hereto, Employer has purchased a
number of hours for each twelve month period from the effective date of this Agreement from
CIGNA Behavioral for use in the delivery of the following Employer Account Services. The
number of hours to be provided by CIGNA Behavioral for Employer Account Services in each
twelve (12) month period shall be 10 hours per 1,000 employees included in the first CIGNA
Behavioral bill for each twelve (12) month period. Pro-rata adjustments in this number of hours
may be computed pursuant to Section 2.4 of this Agreement.
*
Employee Orientation Sessions
*
Management/Supervisory Training 'Sessions
*
EducationallWellness Seminars
*
Critical Incident Response Services
*
Executive Briefings
*
Employer's on-site EAP promotional activities conducted by CIGNA Behavioral
EAP managers or CIGNA Behavioral contracted EAP affiliates
EXHIBIT 3
COMPENSATION
The fee for the services contained herein is $1.99 per employee per month. Employer agrees to
pay CIGNA Behavioral on the first day of each covered month. Payments by Employer shall be
sent to CIGNA Behavioral at the address listed in this Agreement.
EXHIBIT 4
ONLINE BEHA VIORAL HEALTH SERVICES
1. Online Services
General Terms Applicable To All Users
CIGNA Behavioral provides onlinc services ("Online Services") as a supplement to other health
and wellness serviccs furnished under this Agreement.
This Online Services attachment ("Attachment") states the terms and conditions that govern the
use of the Online Services. The information contained in the Online Services is for
informational purposes only and is not to be used for medical diagnosis or treatment.
Agreement; Online Services
By Employer using the Online Services or notifYing Participants of the availability of the Online
Services, Employer agrees to the terms and conditions of this Attachment. If at any time
Employer becomes dissatisfied with the Online Services, Employer will discontinue its use and
notify Participants that the Online Services are no longer available to them.
The Online Services are provided through CIGNA Behavioral and/or third-party websites ("Site"
or "Sites"). CIGNA Behavioral grants to Employer and Participants, for personal,
noncommercial purposes only, a nonexclusive, limited and revocable right to access and use the
Online Services. Employer and Participants may not use the Online Services for any other
purpose, including external commercial purposes, such as co-branding, framing or linking.
Employer and Participants may not copy, reproduce or distribute any material from the Online
Services. By way of example and not limitation, Employer shall not copy materials from the
Online Services and use them as handouts during employee and/or manager training programs
unless the materials are specifically marked as available for such use.
Employer and Participants will not take any action inconsistent with the copyright and trademark
ownership rights of the Online Services content owners and any other providers of the Online
Services.
Computer Equipment
Employer and Participants are responsible for obtaining, installing, maintaining and operating all
equipment and software necessary to access the Online Services, in accordance with such
requirements as may be provided by the equipment and software manufacturers. CIGNA
Behavioral is not responsible for any errors or problems that arise from the malfunction or failure
of such equipment or software.
Browser Access and Internet Services
Employer and Participants are responsible for obtaining Internet services via an Internet service
provider in order to access the Online Services. Likewise, Employer and Participants are
responsible for any and all fees imposed by such Internet service provider and any associated
communications service provider charges.
Passwords
CIGNA Behavioral may at its option change the parameters for the password used to access the
Online Services ("Password") without prior notice to Employer or Participants. This may result
in Employer or Participants being required to change their password the next time the Online
Services are accessed. Employer agrees to, and shall require Participants to, protect and keep
confidential its User ID, Password, or other means of accessing its account for the Online
Services.
New Features
The content of the Online Services may, from time to time and at ClGNA Behavioral's sole
discretion, include new features or modity or delete existing features to the Online Services.
Limitation of Liability; No Warranties
EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR WHERE THE LA W REQUIRES A
DIFFERENT STANDARD, CIGNA BEHA VIORAL SHALL NOT BE RESPONSIBLE FOR
ANY LOSS, DAMAGE OR INJURY OR FOR ANY I) DIRECT, II) INDIRECT, OR III)
PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE FAILURE OF
ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES; FAILURE
OR UNAVAILABILITY OF INTERNET SERVICE; CONFIGURATION PROBLEMS OR
INCOMPATIBILITY OF COMPUTER HARDWARE OR SOFTWARE; THIRD PARTY
CONTENT, INFORMATION OR PRODUCTS;OR ANY OTHER PROBLEMS DUE TO
CAUSES BEYOND CIGNA BEHAVIORAL'S CONTROL.. CUSTOMER ACKNOWLEDGES
THAT CIGNA BEHAVIORAL MAKES NO W ARRANTY THAT THE ONLINE SERVICES
WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE UNLESS
OTHERWISE STATED ON THE SITE OR IN ANY APPLICABLE AGREEMENT. CIGNA
BEHAVIORAL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS
REGARDING THE USEFULNESS OF OR THE EXPECTED RESULTS OF THE MATERIAL
CONTAINED ON THE SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, CIGNA
BEHAVIORAL DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND
CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE),
INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF
PROPRIETARY RIGHTS, AS TO THE ONLINE SERVICES AND ALL INFORMATION,
PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION,
PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITES. NO
LICENSE TO YOU IS IMPLIED IN THESE DISCLAIMERS.
Termination
CIGNA Behavioral may terminate, suspend or limit Employer and/or Participants' access
privileges to the Online Services, in whole or part, at any time for any reason without prior
notice, unless otherwise stated in an agreement with respect to the Online Services.
Indemnity
Employer acknowledges and agrees that it is responsible for its and Participants' conduct while
using the Online Services and agrees to indemnity and hold CIGNA Behavioral and its officers,
directors, employees and agents harmless from and against any loss, damage, liability, cost or
expense of any kind (including, but not limited to, reasonable attorneys' fees) that it may incur in
connection with a third party claim or otherwise, in relation to Employer's or a Participant's use
of the Online Services, the use of the Online Services by anyone using Employer's or a
Participant's User ID or Password, or Employer or a Participant's violation of the terms of this
Attachment or the rights of any third party (including, but not limited to, privacy nghts).
Site links
The Sites may eontain links to other third party web sites. ClGNA Behavioral is not responsible
for, nor does it control, the content, products, or services provided by linked sites. Employer's
and Participants' access, use and reliance upon such content, products or services at such third
party websites is at their own risk.
Digital Millennium Copyright Act
ClGNA Behavioral reserves the right, but not the obligation, to terminate Employer's and/or
Participants' access to the Online Services if it determines in its sole discretion that such
individuals are involved in infringing activity, including alleged acts of first-time or repeat
infringement, regardless of whether the material or activity is ultimately determined to be
infringing. ClGNA Behavioral and its service providers accommodate and do not interfere with
standard technical measures used by copyright owners to protect materials. CIGNA Behavioral
has implemented procedures for receiving written notification of claimed infringements and for
processing such claims in accordance with the Digital Millennium Copyright Act. ClGNA
Behavioral's designated agent to receive notification of claimed infringement is:
Boyd A. Bradford
900 Cottage Grove Road B6LP A
Bloomfield, CT 06002
860.226.8216
Any notice from Employer or a Participant regarding any infringement of copyright or of other
proprietary rights must include the following information:
A. A signature of a person authorized to act on behalf of (i) the owner of an exclusive right
that is allegedly infringed or (ii) the person defamed.
B. Identification of the copyrighted work claimed to have been infringed, or, if multiple
copyrighted works at a single online site are covered by a single notification, a
representative list of such works at that site.
C. Identification of the material that is claimed to be infringing, or to be the subject of
infringing activity, including information reasonably sufficient to permit us to locate the
material.
D. Information reasonably sufficient to permit us to contact you, such as your address,
telephone number, and/or electronic mail address.
E. A statement that Employer or the Participant (as applicable) has a good faith belief that
use of the material in the manner complained of is not authorized by the copyright or
other proprietary right owner, its agent, or the law.
If Employer or Participants choose to access the Online Services from outside the United States,
they do so on their own initiative and are responsible for compliance with U.S. and local laws, if
and to the extent that local laws are applicable. Software is subject to United States export
controls. No software may be downloaded or otherwise exported or re-exported (i) into (or to a
national resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which
the U.S. has embargoed goods, or (ii) to anyone on the U.S. Treasury Department list of
Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.
Employer represents and warrants that it is not located in, under the control of, or a national
rcsident of any such country or on any such list. Employer agrees to comply with U.S. cxport
control laws and that it will not transfer any software or other content from the Online Services to
a forcign national or foreign country in violation of those laws.
Minors and the Children's Online Privacy Protection Act
Except as cxpressly statcd upon initial acccss to a Site or section of such Site, the Sitc does not
dircct contcnt to Minors and does not intend to collect personal information from Minors and
thcrctorc is nDt subject tD the Child Online Privacy Protection Act.
If a Participant allows a minor child, or a child for whom a Participant is a legal guardian (a
"Minor"), to access and use the Site, such Participant will be solely responsible for: (i) the online
conduct of such Minor; (ii) monitoring such Minor's access to and use of the Site; and (iii) the
consequences of any use.
Viruses, Worms, Use of Files
C[GNA Behavioral cannot and does not guarantee or warrant that files available for downloading
from the Site arc free of viruses, worms, Trojan horses or other code that has contaminating or
destructive properties. CIGNA Behavioral dDes nDt make any express or implied warranties,
rcpresentations or cndorsements whatsoever (including without limitation warranties of title,
noninfringement or fitness for a particular purpose) with respect to the files available for
downloading from the Site. [n no event will CIGNA Behavioral be liable to Employer,
Participants, or anyone else for any decision made or action taken in reliance on results obtained
from use of files downloaded from the Site. These files may be downloaded and/or reprinted for
personal use only. Permission to reprint or electronically reproduce any document or graphic in
whole or in part for any reason except for personal use is expressly prohibited, unless prior
written consent is obtained from the appropriate C[GNA Behavioral copyright holder.
Message Boards and Chat Rooms
It is a condition Df your use of Message Boards or Chat Rooms that you do not: (i) post or
transmit any unlawful, threatening, abusive, libelous, defamatory, racial, obscene, vulgar,
pornographic, profane or indecent information of any kind, including without limitation any
transmissions constituting or encouraging conduct that would constitute a criminal offense, give
rise to civil liability or otherwise violate any local, state, national or international law; (ii) post or
transmit comments containing harassing or offensive language, using sexual references, sexual
nicknames, racial slurs or rude or deliberately offensive comments or engage in disruptive
activity online, including excessive use of scripts, sound waves, scrolling (repeating the same
message over and over), or use viruses, worms or Trojan horses; (iii) post or transmit any
information, software or other material which violates or infiinges the rights of others, including
material which is an invasion of privacy or publicity rights or which is protected by copyright,
trademark or other proprietary right, or derivative works without first obtaining permission from
the owner; (iv) post or transmit any information, software or other material which contains a
virus, worm, Trojan horse or other code that has contaminating or destructive properties; (v) post
any information, software, or other material for commercial purposes; (vi) solicit other users to
join or cDntribute money to any online service or other organization, advocate or attempt to get
users to join in legal or illegal schemes; (vii) impersonate any person or entity or falsely represent
your professional or other affiliation with any person or entity; or (viii) use the Site to collect
personally identifiable information in violation of the Privacy Statement accompanying the Site.
You agree CIGNA Behavioral, at its sole and absDlute discretion, shall determine whether any
information transmitted or received violates this provision.
, .
You agree to indemnify and hold ClGNA Bchavioral and its employees, officers, directors and
agents harmless from any claim or demand, including reasonable attorneys' fees, made by a third
party arising from any matcrial you contributc to Message Boards or Chat Rooms you access via
the Sites.
You understand that CIGNA Behavioral has no obligation to monitor Message Boards or Chat
Rooms. CIGNA Bchavioral rcscrvcs the right at all times to disclose any information rcgarding
the Message Boards or Chat Rooms, or to rcmovc any information or materials, in whole or in
part, that in CIGNA Behavioral's sole and absolute discretion are objectionable. You
acknowledge that CIGNA Bchavioral rescrvcs the right to monitor any and all information
transmitted or rcceived through the Sites, which may be examined, recorded, copied, and used in
accordance with the Privacy Statement accompanying the Site. Use of the Sites constitutes
consent to such activity by CIGNA Behavioral.
When using the Sites please be certain that anything you disclose does not compromise your
pcrsonal safety. Do not providc your namc, phone number, social security number or any other
personally identifying infonnation to pcoplc you do not know. Do not continue any conversation
online that makes you feel uncomfortable.
Calculations and Investment Decisions
Financial calculators and calculations are providcd for illustrative purposes only. You are
responsible for verifying the accuracy and suitability of aJl assumptions and calculations. Please
seek the advice oflicensed and/or competent individuals before making any investment or
financial planning decisions. Do not rely solely on financial calculators\calculations or financial
or retirement information found on the Sites.
EXHIBIT 5
MENU OPTIONS....
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.... Only those additional Menu Options purchased by Employer will be listed on this page.
EXHIBIT 6
PRIV ACY ADDENDUM
I. GENERAL PROVISIONS
Section I. Effect. Effective as of January I, 2008 the terms and provisions of this Addendum are
incorporated in and shall supersede any conOlctmg or mconsistcnllcnns and provIsIOns of the Agreement for
Employee ASSistance Program Services to which tlus Addendum is attached, including all exhibus or other
attachments thereto and all documents Incorporated therein by reference (the "Agreement"), except for any
provisions of the Agreement whIch are more stringent regarding the use or dIsclosure of PHI by CIGNA
BehaVIOral than thIS Addendum. Any such more stringent provisions In the Agreement shall prevail over thiS
Addendum. This Addendum sets out tenus and provisions relating to the use and disclosure of protected
health mformatIon without written authorization from the mdlviduaL
Section 2. Amendment. CIGNA Behavioral, Employer (also referred to as "Plan Sponsor") and the Group
Health Plan that is the subject of the Agreement (also referred to as "the Plan") agree to amend this
Addendum to the extent necessary to allow either CIGNA BehaVIOral or the Group Health Plan to comply
with the Pnvacy Rules (45 C.F.R. Parts 160 and 164, subparts A and E), the Standards for Electronic
Transactions (45 C.F.R. Parts 160 and 162) and the Security Standards (45 C.F.R. Part 160 and Part 164,
subpart C) (collectively, the "Standards") promulgated or to be promulgated by the Secretary and all other
apphcable regulatIOns or statutes. CIGNA Behavioral, Employer and the Group Health Plan Will fully
comply with all apphcable Standards and will amend this Addendum to incorporate any material required by
the Standards.
Section 3. Definitions. Capitalized terms used herein without definition shall have the respective meanings
assigned to such terms in Part IV of this Addendum.
II. OBLIGA nONS OF CIGNA BEHA VIORAL
Section I. Use and Disclosure of Protected Health Information. C1GNA Behavioral may use and
disclose Protected Health Information, ("PHI") only as reqUired to satisfy its obligations or as permitted
under the Agreement, or as permitted or required by law, but shall not otherwise use or disclose any
Protected Health Information. CIGNA Behavioral shall not use or disclose, and shall ensure that ItS
directors, officers and, employees do not use or disclose, Protected Health Information in any manner that
would constitute a violation of the Privacy Standards if done by the Group Health Plan, except that CIGNA
Behavioral may use and disclose Protected Health Informallon (i) for the proper management and
administration of CIGNA Behavioral, (il) to carry out the legal responsibilities of CIGNA Behavioral or
(Iii) to provide Data Aggregation services relating to the health care operations of the Group Health Plan.
Section 2. Disclosure of Protected Health Information to Group Health Plan Sponsor.
(a) The Group Health Plan acknowledges and agrees that the Privacy Rules allow the Group Health Plan
to permit CIGNA Behavioral to disclose or provide access to PHI, other than Summary Health Information,
to the Plan Sponsor only after the Plan Sponsor has amended its plan documents to provide for the
permitted and required uses and disclosures of PHI and to require the Plan Sponsor to provide a
certification to the Plan that certain required provisIOns have been incorporated mto the Plan documents
before the Plan may disclose, either directly or through a business associate, such as CIGNA BehaVIOral,
any PHI to the Plan Sponsor. The Group Health Plan hereby warrants and represents that no PHI will be
provided to the Plan Sponsor nor to any of its employees, agents or other persons under its control
Therefore no such Plan document amendments have been made nor any such certification received from the
Plan Sponsor.
Section 3. Other Information to Plan Soonsor or Plan. Upon the wntten request of Plan or Plan
Sponsor, CIGNA Behavioral will provide certain other information includmg, but not limited to,
information about CIGNA Behavioral's arrangements with health care providers ("Other InformatIOn") to
Plan Sponsor's desIgnated employee. Plan Sponsor acknowledges that in receIving Other Information under
these provisions, It acts 10 its capacity as Plan Admmistrator, as that term is defined by the Employee
Retirement Income Secunty Act of 1974, as amended. Other Information will be kept confidential and will
be used by Plan Sponsor solely for the purpose of satisfying its fiduciary responsibilities with respect to
administration of the Plan, and will be handled and mamtained In accordance with all fidUCiary oblIgatIOns
owed to participants In the Plan.
Section 4. Safcl!uards A21linst Misuse of Information. CIGNA Behavioral agrees that It WIll use
appropriate safeguards to prevent the use or disclosure of Protected Health Information other than as
allowed under the terms and conditions of this Addendum or as permItted or required by law.
Section 5, Reoortine of Violations. CIGNA Behavioral shall report to the Group Health Plan any use or
disclosure of the Protected Health InformatIOn not provided for by thiS Addendum of which it becomes
aware.
Section 6. Disclosures to and Ae:reements bv Third Parties.
(a) CIGNA Behavioral shall ensure that each agent and subcontractor to whom It provides PHI received
from the Plan, or created by CIGNA Behavioral on behalf of the Plan agrees to substantially similar
restnctions and conditions with respect to Protected Health Information that apply to CIGNA Behavioral
pursuant to this Addendum. .
(b) Upon Group Health Plan's or Employer's written request, CIGNA Behavioral will provide Protected
Health Information and/or Other InformatIon to certam designated third-parties who assist in administerIng
the Plan and are authorized by the Group Health Plan to receive such informatIOn ("Designated Third
Parties") solely for the purpose of assistmg m the carrying out of Plan administration functions. Such
parties may include, but are not limited to, third-party administrators, consultants, brokers, auditors,
successor administrators or insurers, and stop-loss carriers. Group Health Plan shall enter into and maintain
an agreement with each agent and subcontractor or other third party to which It directs CIGNA BehaVIOral
to disclose PHI under which such agent, subcontractor or other third party is legally bound by substantially
similar restrictIOns with respect to Protected Health Information that apply to CIGNA Behavioral pursuant
to this Addendum.
(c) It is acknowledged and agreed that the Privacy Rules require the Group Health Plan to maintain policies
and procedures to ensure that any PHI that it uses, requests or dIscloses be no more than the mmimum
necessary to accomplish the intended purpose. The Group Health Plan hereby warrants and represents that
any requests that it makes for PHI to be disclosed to it or to any third parties Will be for no more than the
miOlffium amount necessary for the IOtended purpose.
(d) Any other proVISion of this Addendum notwithstanding, CIGNA Behavioral may decline to disclose to
any thIrd party any information which the Agreement provides may not be disclosed to the Employer.
Section 7. Access to Information.
(a) Request made to the Plan. When an individual requests access to PHI contained in a designated record
set and such request is made directly to the Plan or Employer, the Plan shall so notify CIGNA Behavioral
withm two (2) business days of receipt of such request. CIGNA Behavioral shall make such PHI available
directly to the Participant within the time required in 45 C.F.R. SectIOn 164.524.
(b) Request made 10 CIGNA BehavIOral If a Participant directs a request for access to PHI contained in
such designated record set to CIGNA Behavioral, CIGNA BehavIOral will provide the PHI to the individual
wlihin the lIme requlfed m 45 C.F R See lion 164 524
(e) Responslbilliy telf denials and respondmg to requests. In the case ofeliher subsectIOn (a) or (b) above,
the Plan delegates to CIGNA Behavioral the duty to determine, on behalf of the Plan, whether to deny
access to PHI requested and the duty to provide any reqUIred notices and review.
(d) Agent for the Plan. It is understood and agreed that in all activities performed pursuant to this sectIOn,
CIGNA Behavioral acts as agent of and on behalf of the Plan and/or Employer. When responding to an
individual's request for access, It may inform such individual of that fact and that there may be other PHI
about that mdlvldual created or maintained by the Plan and/or Its other business associates and not mcluded
in CIGNA BehavIOral's response. CIGNA Behavioral shall not be responsible for performing any of the
duties described herein with respect to any such other PHI.
Section 8, Availabilitv of Protected Health Information for Amendment.
(a) Handling of Requests by CIGNA BehavIOral. When an mdlvidual requests amendment of PHI
contamed in a designated record set and created or received by CIGNA Behavioral or its subcontractors,
and such request IS made directly to the Plan or Employer, within two (2) working days of its request, the
Plan shall forward such request to CIGNA Behavioral for handling except that the Plan shall retam and
handle all requests to the extent that they pertam to mdividually identifiable hcalth mformation (i.e.
enrollment informatIOn) ongmated by the Plan, Plan Sponsor, or Its other busmess aSSOCIates. CIGNA
BehaVIOral shall respond to such forwarded requests as well as to any such requests that it receives directly
as required by Secl10n 164 526 excepttliat CIGNA BehaVIOral shall forward to the Plan for handling any
requests for amendment of PHI origmated by the Plan, Plan Sponsor or Its other business associates.
(b) Responsibility for demal of request. With respect to those requests handled by CIGNA Behavioral
under subparagraph (a) above, the Plan delegates to CIGNA Behavioral the duty to determine, on behalf of
the Plan, whether to deny a request for amendment of any PHI and the duty to provide any required notices
and review as well as, in the case of its determination to grant such a request, the duty to make any
amendments in accordance With the terms of the Pnvacy Rules. In all other mstances, the Plan retains all
responsibility for handling such requests, includmg any denials, in accordance with the Privacy Rules.
(c) Amendments by the Plan. Whenever CIGNA Behavioral is notified by the Plan that the Plan has
agreed to make an amendment pursuant to such a request which it handles hereunder, C1GNA Behavioral
shall incorporate any such amendments in accordance with Section 164.526.
(d) Agent for the Plan. It is understood and agreed that in all activities performed pursuant to this section,
CIGNA Behavioral acts as agent of, and on behalf of, the Plan and/or Employer. When responding to
requests for amendment of PHI, CIGNA Behavioral may inform such individual of that fact and that there
may be other PHI about that individual created or mamtained by the Plan and/or its other business
associates and not included in CIGNA Behavioral's response, CIGNA Behavioral shall not be responsible
for performing any of the duties described herein with respect to any such other PHI.
Section 9. Accountinl! of Disclosures
(a) Request made to the Plan. When an mdIvidual requests an accounting of disclosures pursuant to
Section 164.528, and such request is made directly to the Plan or Employer, the Plan shall so notify CIGNA
Behavioral withm two (2) business days of receipt of such request.
(b) Request made to CIGNA Behavioral. If a Participant directs a request for accounting to CIGNA
Behavioral, CIGNA Behavioral will provide the accounting to the participant within the time required in 45
CFR Section 164,528,
(c) Agent for the Plan II is understood and agreed that in all activities performed pursuant to this section,
CIGNA BehaVIOral acts as agent of, and on behalf of, the Plan and/or Employer. When responding to
requests for an accounting of disclosures, CIGNA Behavioral may inform such mdivldual of that fact and
that there may be other disclosures of PHI about that individual made by the Plan and/or Its other business
associates and not mcluded In CIGNA Behavioral's response. CIGNA Behavioral shall not be responsible
for perfonning any of the duties described herem with respect to any such other PHI or disclosures.
Section 10. Other Requests. CIGNA BehaVioral shall handle Parl1elpant requests made to 11 for privacy
protection for PHI pursuant to the requirements of the Pnvacy Rules at Section 164.522.
Section 11. Processes and Procedures. In carrying out its duties set forth In SectIOns II, 7, 8, 9 and 10
above, CIGNA BehaVIOral may establish procedures and processes for requests from mdlvlduals as
permitted by the Privacy Rules, including the requirement that requests be made m writing and the creation
of a fonn for use by mdlvlduals m makmg such requests. As appropriate, CIGNA BehaVIOral shall utilize
the same or similar procedures regardmg requests from indiVIduals for access to PHI that it applies to its
own health care plan administration bus mess.
Section 12, Availabilitv of Books and Records. CIGNA Behavioral hereby agrees to make Its mternal
practices, books and records relating to the use and disclosure of Protected Health Infonnation available to
the Secretary for purposes of detennming the Group Health Plan's compliance with the Pnvacy Rules.
Section 13, Protection of Electronic PIlI, With respect to Electromc Protected Health Infonnation, no
later than the compliance date for the Security Standards and at all times thereafter CIGNA Behavioral
shall:
(a) Implement admmistrative, physical, and technical safeguards that reasonably and appropriately protect
the confidentiality, integnty, and availability of the Electronic Protected Health Information that CIGNA
BehaVIOral creates, receives, maintains, or transmits on behalf of the Plan as reqUIred by the Security
Standards;
(b) Ensure that any agent, including a subcontractor, to whom CIGNA Behavioral provides such
informatIOn agrees to Implement reasonable and appropriate safeguards to protect It; and
(c) Report to the Plan any Security Incident of which it becomes aware.
III. TERM IN A nON OF AGREEMENT WITH C1GNA BEHAVIORAL
Section I. Termination Upon Breach of Provisions Applicable to Protected Health Information. Any
other provision of this Agreement notwithstanding, this Agreement may be terminated by the Group Health
Plan upon ten (10) business days prior written notice to CIGNA Behavioral in the event that CIGNA
Behavioral materially breaches any obligation of this Addendum and fails to cure the breach within such ten
(10) day period; provided that in the event that termination of this Agreement is not feasible, in the Group
Health Plan's sole discretion, CIGNA Behavioral hereby acknowledges that the Group Health Plan shall
have the right to report the breach to the Secretary.
Section 2. Use of Protected Health Information upon Termination. The parties hereto agree that it is
not feasible for CIGNA Behavioral to return or destroy PHI at tennination of this Agreement, therefore,
the provisions of this Addendum shall survive tennmation of this Agreement and CIGNA Behavioral shall
limit any further uses and disclosures of such PHI to the purpose or purposes which make the return or
destruction of such PHI infeasible.
IV, DEFINITIONS FOR USE IN THIS ADDENDUM
"Data Aggregation" shall mean the combmmg of Protected Health Information by CIGNA BehaVIOral
with the IndiVidually Identifiable Health Infonnation created or received by CIGNA BehaVIOral in its
capacity as a busmess associate of another covered entity, to permit data analyses that relate to the health
care operations of the Group Health Plan and the other covered entity.
"Designated Record Set" shall mean the, payment, claims adjudication, and case or medIcal management
record systems mamtained by or for the Group Health Plan, or used, in whole or in part, by or for the Group
llealth Plan to make deciSIOns about individuals. As used herein the term "Record" means any Item,
collection, or grouping of information that includes Protected Health Information and IS mamtained,
collected, used, or disseminated by or for the Group Health Plan.
""Electronic Protected Health Information" shall mean PHI that IS transmitted by or maintained in
electromc medIa as that term tS defined in 45 CFR 160.103.
"Group Health Plan" shall mean the Group Health Plan (as defined in the Employee Rettrement Income
Security Act of 1974, as amended, (ERISA) at 29 U.S.C. *119Ib(a)) mamtamed by the Plan Sponsor that is
identified in this Agreement as the health Plan for or on behalf of which CIGNA Behavioral is obligated to
perform any functIOn or activity involving the use or disclosure of Protected Health Information pursuant to
thiS Agreement.
"Individually Identifiable Health Information" shall mean information that is a subset of health
InfOrmatIOn, IncludIng demographic mformatIOn collected from an mdividual, and'
(I) IS created or receIved by a health care provider, Health Plan, health care c1eannghouse (as
those terms are defined in the Pnvacy Standards), or employer; and
(ii) relates to the past, present, or future physical or mental health or condition of an individual;
the provision of health care to an individual; or the past, present or future payment for the
provision of health care to an individual; and (a) identIfies the individual, or (b) with respect
to which there is a reasonable basis to believe the information can be used to identify the
individual.
"Privacy Standards" shall mean the Standards for Privacy of IndiVIdually Identifiable Health InformatIOn,
45 C.F.R. Parts 160 and 164.
"Protected Health Information" shall mean IndIvidually Identifiable Health Information transmitted or
maintamed m any form or medium that CIGNA Behavioral creates or receives from or on behalf of the
Group Health Plan in the course of fulfilling its obligations under this Agreement. "Protected Health
Information" shall not include (i) education records covered by the Family Educational Rights and Pnvacy
Act, as amended, 20 U.S.c. * 1232g, and (11) records described in 20 U.S.c. * 1232g(a)(4)(B)(iv).
"'Secretary" shall mean the Secretary of the Umted States Department of Health and Human Services.
"Security Incident" shall have the same meaning as the term "security incident" as set forth In 45 CFR
164.304.
"Summary Health Information" shall mean information, that may be IndiVIdually Identifiable
Information, and (i) that summarizes the claims history, claims expenses, or type of claims expenenced by
individuals covered by the Group Health Plan; and (ii) from which the information described at 45 C.F.R.
*164.514(b)(2)(i) has been deleted, except that the geographic information described In 45 C.F.R.
*164.514(b)(2)(i)(B) need only be aggregated to the level ofa five-digit zip code.
EXHIBIT 7
CALIFORNIA AND/OR NEVADA EMPLOYEE ELIGIBILITY ELECTRONIC TAPE
SPECIFICATIONS
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