1997 S Personnel - Human Affairs International for Employee Assistance Program Contract Renewal

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t A-1.11 Run-Off Services. Sponsor acknowledges that,at the time of termination of this Agreement, some Participants may be engaged in counseling pursuant to this Addendum A and that it may be unethical and/or illegal to terminate such counseling without providing or arranging on-going treatment for such Participants. Accordingly,upon receipt of notice of termination(if termination is by Sponsor)or upon its notice of termination (if termination is by HAI),HAI will furnish Sponsor a listing of the number of existing cases which require on- going EAP Services. Sponsor shall allow HAI to continue to provide such Services or to make other clinically acceptable arrangements for continued provision of Services. Sponsor agrees to pay HAI additional Service Fees at the rate indicated in the Fee Schedule for each Session of EAP Services provided to a Participant pursuant to this Paragraph. The rights and obligations set forth in this Paragraph shall survive the termination of this Agreement. A-2. Additional Terms and Conditions. A-2.1 Professional Qualifications. Except as otherwise provided in this Agreement, (a)all direct clinical services provided through the Access Line shall be provided by Care Managers or Participating Providers and(b)all clinical Sessions shall be conducted by Staff Clinicians or Participating Providers who have(1)training and experience in assessing substance abuse problems and in conducting focused,problem-resolution counseling and(2)at least a Master's level degree in the appropriate field or such other training and practical experience in such behavioral health treatment settings as qualify them to provide the applicable EAP Services. A-2.2 Referrals. Referrals given by HAI to Participants for elder or child care,legal services or other community services are not endorsements or recommendations for the referred programs or providers,nor has HAI necessarily subjected the referred programs or providers to a detailed screening process. The responsibility for selecting and engaging such providers lies solely with the Participant. Vendors and other providers of elder or child care,legal services or other community services are not and shall not be deemed agents of HAI or Sponsor. Vendors have represented to HAI that they consider Sponsor as a third-party beneficiary of their indemnity obligations to HAI for such vendors'acts and omissions(but not for acts or omissions of HAI or Sponsor). A-2.3 Exclusions. For purposes of this Addendum A only,the terms "Participant"and"Employee" shall be deemed to exclude all Participants(as otherwise defined)whose residence or place of employment with Sponsor is located(a)outside of the United States or(b)in the State of California. Notwithstanding the above,if (i)no Participant would be entitled to more than three(3) Sessions total during any six-month period pursuant to Paragraph A-1.2 above and(ii) Sponsor is not providing for EAP Services for California Participants pursuant to a separate agreement with HAI-CA,then the terms"Participant"and"Employee" shall be deemed, as applicable,to include California Participants. If Sponsor desires EAP Services in California in excess of the limitations set forth above, such EAP Services must be provided pursuant to an agreement between HAI-CA and Sponsor,but not pursuant to this Agreement. A-2.4 Definitions. For purposes of this Addendum A,the following terms shall have the meanings set forth below: (a) "CID"or"Critical Incident Debriefing"means response to and consultation in connection with a sudden,unanticipated incident or circumstance that produces a high degree of distress in the affected workplace of Sponsor or an immediate or delayed emotional reaction by Participants, including Employees,that surpasses normal coping mechanisms. (b) "Session" means each separate occasion, as determined by HAI,when HAI provides or offers counseling as an EAP Service to a Participant,whether by telephone or in person,provided that post-counseling evaluations and post-referral telephone follow-up calls shall not be deemed Sessions. Human Affairs International,Incorporated 5/77197 Services Agreement A-3