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ORIGINAL SECOND AMENDMENT TO THE EMPLOYEE ASSISTANCE PROGRAM SERVICES AGREEMENT BETWEEN MANAGED HEALTH NETWORK AND CITY OF REDWOOD CITY GROUP # 5213 The Employee Assistance Program Services Agreement effective January 1, 2003, ("Agreement") by and between MANAGED HEALTH NETWORK ("MHN"), a California corporation and CITY OF REDWOOD CITY ("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 II, paragraph 2.6 shall be deleted and replaced with the attached updated Exhibit 2.6, "MHN Online Member Services". 2. with: Section IV, "Compensation of MHN", paragraph 4.1, "Monthly Fee", shall be deleted and replaced "Client shall pay to MHN a Monthly Fee equal to three dollars and fifteen cents ($3.15) 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." 3. 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, 2005 (the "Effective Date"), and shall initially continue in effect for a period of twenty-four (24) months, through the 30th day of June, 2007, 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." 4. All provisions of the Agreement and any written Amendment thereto, not inconsistent herewith, shall remain in full force and effect. #5213/5/5/2005 Page 1 of 3 T'---'~T