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171-2022 - Impact Solutions - EAP provider (employee asistance program)
PROFESSIONAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT made and entered into this Z `S�day of NovEinbis, , 2022, and referred to as Contract No. 171-2022, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") Impact Solutions EAP, LLC, d/b/a AllOne Health, 100 North Pennsylvania Avenue, Willkes-Barre, Pennsylvania, 18701 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide professional consultation advisory services for the Employee Assistance Program ("EAP") for the City of Richmond, Indiana for the 2023 and 2024 calendar years. The proposal of Contractor, received on September 14, 2022, is attached hereto as Exhibit "A", which Exhibit consists of twenty-two (22) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor shall perform all work and provide all services described on Exhibit"A." Should any provisions,terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with 'any of the provisions,terms, or conditions of this Agreement,this Agreement shall be controlling. Contractor shall perform all work herein in a timely manner, conforming to all applicable professional standards. The Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. , SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. Contract No. 171-2022 Page 1 of 6 • SECTION III. COMPENSATION City shall pay Contractor a total sum estimated not to exceed Six Thousand Five Hundred Twelve Dollars and Forty Cents ($6,512.40) each year for EAP services and for the complete performance of all work described herein in a satisfactory and proper manner. Said estimated sum is based off of the $1.35 per employee per month (PEPM) rate set forth in Contractor's proposal (Exhibit A). SECTION IV. TERM OF AGREEMENT This Agreement shall be effective when signed by all parties, to be effective in accordance with its terms as of January 1, 2023, and shall continue in effect until December 31, 2024. This agreement shall not automatically renew. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work product, or advice,whether oral or written, by the Contractor to the City that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination,the portion to be terminated. This Agreement may also be terminated by the City if a force-majeure event occurs and the results or aftereffects of said event causes the performance of this Agreement to become impossible or highly impracticable. Said event or results or aftereffects of said event would • Page 2 of 6 • include events or effects which the parties to this Agreement could not have anticipated or controlled. Examples of a force-majeure event, or its results, would include, but would not be limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act of Executive Enforcement of the Federal government,the State of Indiana, or local government. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement,purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub-contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage Limits A. Worker's Compensation&Disability Requirements Statutory B. Employer's Liability $100,000 C. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $2,000,000 each aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement,provide the City a certificate of insurance, or a certificate from the industrial board'showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide Page 3 of 6 to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this .Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5- 22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub-contractor, or any person acting on behalf of Contractor or any sub-contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability,national origin, or ancestry. B. Pursuant to Indiana Code 5-16-6-1,the Contractor agrees: 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub-contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub-contractor, or any person action on behalf of Contractor or any sub-contractor shall in no manner discriminate against or intimidate any Page 4 of 6 employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; 3. That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION X. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assignment, without the prior written consent of the other party, shall be null and void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their successors and assigns. This document constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion,negotiation, or conversation relating to the subject matter contained herein. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. Page 5 of 6 In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF,the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. "CITY" "CONTRACTOR" THE CITY OF RICHMOND, IMPACT SOLUTIONS EAP, LLC, DB/A INDIANA by and through its ALLONE HEALTH Board of Public Works and Safety 100 North Pennsylvania Avenue Willkes-Barre,PA 18701 By: �iL&( /a� t/ By: /V-,7-1/1/1 Vicki Robinson, President By: Printed: a, 1k�S ic,/ Emily almer, Member By: //4f."-- Title: /� ES/o c.i)T Matt Evans, Member Date: /f7tO'Z 2- Date: i) 2 f 2-6 2-Z. APPROVED: �. id M. aMayor Date: Page 6 of 6 r. AI. N nip £a a f "` r,�EALTH �� T pi 1r}b,\ q ''', ,j.k6 , ra i 9 14 ` 4 a _A,i EAP !fir ,..... , , • . ,:. WELL-BEING. DONE WELL. C { r Prepared For: , ��,f5y ,y 3, 4 ' ; 1 CityofRichmond , IN 4, " '. y 4 i � `fir F • w � •Prepared By: ta( ' _ Matt Minor Business Development Executive ,.., „ , _,\,..11 Matthew.Minor@allonehealth.com • .„,,,' '„ .. , 1 7813315.2360 ' - v ' i�.:�l a `N_PAGE I °F 7 Z = ,'; •• , ''EXHIBIT ,; • ALLY E HEALTH : ` , EmployeeAssistance _ ,....._ __ Program .._ ... , . .. AllOne Health elevates the EAP experience with modern access to 1 .. mental health care, expansive solutions for whole health, and high- '..4, �` level partnership for maximum engagement and positive outcomes. These services are confidential and available to employees and their .... .,„ . . $' �,; r household family members. TY� mil. �.Y a ��- l 1r-5/* ; 1 r,/e F ;. , ?' ( 1 F� A fcs Nam, ' ALL` �;1 a f t. •.: ,` - na _1t.lkj:Z.z#9:1u K3'f+.41.r: I- `i...i: . J, .tis.r-i '.r. r ' ' '`�`%f =#- For the Employee For the Employer • .. 1 • Mental Health Counseling • Dedicated Account Manager }•:. �� • Life Coaching • Program Implementation Vie,.,, ' ' ``e' 'e. — \ • Financial Consultation • Orientation and Training '\'�-�`M., ,, " ;" • Legal Consultation • Program Promotion � \� '1 ,,1 • Work-Life Resource and Referrals ! • Utilization Reporting =,_.. (•- -- , • Medical Advocacy • LeadershipToolkit • Personal Assistant I • Extensive Training Catalog i ; 1 • Member Portal and Mobile App • Management Consultation ` -I • Access services by Phone,Live i 0 Critical Incident Support Chat,Member Portal,and Mobile App ©AllOne Health Page 2 )C iiBiT A.._..PAGE 2. OF . . ALLY NE" HEALTH v EAP Rate SummaryAll Inclusi a Detailed program descriptions on page 4 Per Mental Health Sessions Employee �� , e In ®es ( pri)ye d t r , • Per Issue Per Year per Month hoes h�fd ar I {e' tiers -k'# 3 $1.15 PEPM • Intake-24/7/365 Live Immediate Included ! , Assistance { 5 $1.35 PEPM • In-The-Moment Mental Health Included Telephonic Support • Mental Health Counseling: 8 $1.55 PEPM In-Person,Telephonic,Video,or Included 1 chat sessions A to 500J;4mplo eesFind '4c11 ,t 0'f.a J, taZ1 • Network-Includes our approved Included , network of over 20,000 counselors nationally AllOne Health provides a variety of Per Hour services over and above package • Member Portal and Mobile App Included , inclusions,available on a fee-for- • Dedicated Account Manager Included service basis: • Program Implementation Included Onsite EAP Orientation: $350 • Digital Promotional Materials, Included Additional onsite or virtual training $350 Orientation Videos,Landing seminar: Page,Monthly Newsletter, and Live Webinars a Choose a seminar from our extensive training catalog covering a Virtual Leader and Employee Included over 120 diverse topics to meet Orientation organizational needs. • Work-Life Resources and Included Referrals Critical Incident Support: $350 a Legal&Financial Resources and Included • Our on-site interventions are Referrals designed to provide solution- • Life Coaching Included focused,compassionate support to your employees if they are • Personal Assistant Included involved in,witness to,or otherwise affected by a stressful • Medical Advocacy Included or traumatic event in the workplace. • Utilization Reports Included DOT qualified substance abuse $600 professional services: *Hourly rate may not include travel. ©AllOne Health Page 3 1 XHIBIT .PA CITE -- OF 224 ALLW H EIIA L T H EAPBenefits Included For Managers Dedicated Account Manager \ Meets with you to assist in program planning, F. yi q.'y&1y 5 j`s 7y `i !c V »y ', k + a,;'�:i implementation,ongoing program management, 43 �� n og , ® � :V. +' ;s.� utilization review, and strategic planning.These ... .. _, r ''m ',Y , meetings enable us to create an active partnership with your organization and ensure that we achieve Included For Employees & Household the mutual goals and objectives of the program. Family Members Program Implementation Mental Health Counseling Your dedicated account manager works with you to Helps manage stress,anxiety,and depression,resolve launch your EAP.Meetings with management and conflict,improve relationships,overcome substance designated employee groups help us create a abuse,and address any personal issues. program that runs parallel to the philosophy, culture,and current operating environment of your Life Coaching business.This can include the development of Reach personal and professional goals,manage life policies involving the EAP,formal referral policy and transitions,overcome obstacles,strengthen forms,drug and alcohol policies,critical incident relationships,and build balance. response,and workplace violence protocol. Financial Consultation Orientation and Training Build financial wellness related to budgeting,buying a AllOne Health offers virtual orientation sessions for home,paying off debt,managing taxes,preventing all employees,as well as supervisor training on the identity theft,and saving for retirement or tuition. EAP and how to identify troubled employees. Also included is a library of promotional flyers and Legal Consultation orientation videos. Get consultation on personal legal matters including estate planning,wills,real estate, bankruptcy,divorce, Program Promotion custody,and more. Includes one,30-minute AllOne Health provides diverse program consultation with a qualified attorney and a 25% implementation and promotional materials with discount for continued services. best practices in employee benefits communication to achieve maximum utilization. Work-Life Resources and Referrals Obtain information and referrals when seeking Get on-demand access to resources and tools for childcare,adoption,special needs support,eldercare, managers and supervisors to promote employee housing,transportation,education,and pet care. engagement, manage performance,and assist in referrals for employees' personal issues.Check out Personal Assistant the AllOne Health promotional toolkit to assist Save time with referrals for travel and entertainment, you.Click Here seeking professional services,cleaning services, home food delivery,and managing everyday tasks. Utilization Reporting We provide comprehensive reports to measure the Medical Advocacy effectiveness of your Assistance Program.All data is Get help navigating insurance,obtaining doctor compiled in aggregate form to help ensure the referrals,securing medical equipment or confidentiality of your employees and their family transportation,and planning for transitional care and members.Your account manager will regularly discharge. review this report with you.Reviews provide management with a qualitative interpretation of the Member Portal and Mobile App data,review of service delivery,analysis of activity, These digital tools enable you to access your benefits and summary of customer satisfaction,to ensure 24/7/365 with online requests and live chat options. that your EAP is on track to meeting your goals and They also provide easy access to thousands of articles, objectives. webinars,podcasts,marketplace discounts,soft skills training,and tools covering total well-being. ©AllOne Health Page 4 XHiSI PAGE di OF"a 1 ALL� ,� L HEALTH Member Portal and Mobile App Included with the EAP E I The employee assistance program offers a wide range of benefits to help improve mental health, reduce stress,and make life easier—all easily accessible through our member portal and mobile app. • Video, Live Chat,&Telephonic Access-24/7/365 - _ - AL 1. access to request mental health sessions and life . ..., try,. ,.+r .1..... .a*w .. management referrals. • f r.,. s , Parent's 71'os f.,`, � i..Judy � 6 is iea iy Kids \ , tieE • Thousands of Self-Care Articles and Resources- ,~ 1 Explore videos,provider resource locators, ;'' personal assessments,calculators,and tools. 0. «a+ ,- w-- •.. • , per" • Events Calendar and Free Webinars-Sign upfor ♦ n '� �} "" ;_ ' g ,-,-1, u..srts s-rc .n,rrr ` S 1 t4. • R 1 the latest webinars and online training sessions. ray Hookma iks , r' j{+ 1: �"' l . w..-.r+tt-.r.,..r i ';�5 �Y�p.-ti� a,''..� o I e�a �.. Ott Art • Exclusive Shopping Discounts-Save money on ®='- `,°`.:2— 0 a entertainment,gifts,travel,and consumer goods. 0 1.4.., 0 47 o Human Resources Area-Simplify communications and provide convenient access to all your company _� policies and documents in one place. lam , 1k *t ' sib r r,t 0 ee d. ourMeer.Porta`a ' 1. Click Here to visit our member portal login page. } � _ - �_-� *, 2. Sign in with the following credentials: Nagrekha- t____ = ' o Username:miedemo ,isa >�_' , �, t- Password:d3mop@ss Explore 3 and play! ©AllOne Health _ Page 5 EXH!B -(-) PAGE 5 OF -LZ • ALLE HEALTH Member Promotion and Engagement Tools Included with the EAP' AllOne Health provides diverse program implementation and promotional materials with best practices in employee benefits communication to achieve maximum utilization rates. Available in English and Spanish. Our Promotional digital Toolkit provides you with orientation ALL>'• information including an EAP flyer, member portal-app flyer, manager orientation video, EAP orientation video, and ..`° Promotional Toolkit y.li r - ll� member portal and app introduction video. In addition, our _ a, �.i : , ,t , promotional flyers packet includes mental health counseling, - ~s aAt tort' work-life, legal, financial, personal assistant, and medical Promote Your t^AP wnh Just,Gov Clicks advocacy. We also include in our manager resources section —0_ Q our leadership toolkit and our extensive training catalog. ;_ _ _ : I"°L. '' Lastly, our web and content section includes a link to our ;.:,--:_ - " -' -' T" Insights newsletter hub online, 2022 content calendar, -.-.— •— •- , . upcoming live webinar schedule,benefit landing page,link to __ _^_ our well-being blog, link to our member portal, and links to our Twitter and Linkedln social media pages. ® Click here to check out our promotional toolkit. I • ®� wm hwu.. yes i. z, 1, nEc �ng Your < <' MemtieePorta[and,App Your Assistance Program , , �' t• • is here to help. 'Ct ._:w ALL r:.. _ _ ___ - __- set mme+w.a�..� BALANCE BETTER.WITrT .-. , -r --.�....�.'.. l 7,Al n 1.�..,.m..e„con WORK/LIFE ,,. - . ._.=.r '-- I - - ,. •RESOURCES I ; w__ _ � —,_ -.— ii , 'i GET HELP Willi rW t I "`^ I u }1$ roc.,. ""�' • allaneheallheap.com 1P ALINE !. `m:zv.eT.�_, ALINE €� . ACCESS VIA, ® 1.800.451.3834 I. - _... .-_.__ .__,-.—_ ,..—•a.! *Printed materials including wallet rip cards, wallet cards, brochures or break room posters, and custom materials are available at an additional fee. Your dedicated account manager will assist you during the onboarding and launch of the program. ©AllOne Health Page 6 `r X'H Bit` r-A aE. .-_.oF 7?._i . �_ ALL HEALTH Member Engagement, Re- Envisioned Included with the EAP Insights, our monthly newsletter is fully searchable and I j accessible anytime online or with your mobile device. _ ' fit:,• N Includes a 2022 content calendar, monthly promotional EWSLETTER i videos,free monthly webinars, and expert resource articles. Insights offer fresh content on timely topics and themes 1 {1' I; II: t • throughout the year. Available in English and Spanish. 1 . SIGHTS' i+,• I I a. 'I,- r f: h.'.N t P •• '� n v .W mr I ( ' I� ; .�3 •%n ;-�' ' • Topical Articles Treafcibrself:6 Tips for n, • Topical Videos Self-Care , • ti' ^,i � ^`^—^~�w d '��-� - Free, Live Webinars • On Demand Webinars r4 L. •, _. ▪ Leadership Tools • Special Hot Topic Features Check out Insights Newsletter,Click Here r ,,k - �+ t� 4 t, ' , "r y_ `ce >1,sc.' --`ir K., ' e - - i x x ''� ''. 1022�I�" d hts ea to ed-T ,, es; . °� a ` �tida r r ',I�...9:- P',pl�,h=w�i - - - --,'s*. . ‘f., s-:e's e.:%.1.-„-.:04•."'s- iOka { .-: ,• FebruaJv ' ' I 'll6at'L sh€ps' , X ty r t. ` ti - l'. lMa�reh 5 MIare d : �� � r _. IT'SIGHTS 4i t�'�•''i. 5 • k St.f�t.,`�,$ • I I x '` N E:'1 5 L E R i E R 'April ° r' StressAwaPP�tI�&SS 1 ? 6TipsForManaging C t` = ea•aem•gOIwrn.Me Health In n E+ vsa j y,.- `` ,fir a • Stress l� I th•Aft•rmothofCovld-19 $x � *• fir t ' IVletrl t' ealth'l P.artes r L ''"..♦. «..�._.. �.'1 \��. 1" i ra .e. .. ��� i � F � •g' f ! y. e�: .�" ; "`�'�"� '- -k1•-..:�'" + i-•,}+ l-I r .�... '� >7.--. ts t 51 + . xe ^yyk . ,t 3 } � �^ T. t ••a> . qi ..b r �'":-: '': S d --+ t' - `- `� • `I t — y '� : •a 1 aSIGIiTS r .. 9 j N t Y xj ;y.• E ` '�tik n.4.-i....Yrbd. t {, S y + e.1 ' r '. - d d .,1_- `•:11"--..1`.., .- . .-\' _ is....17: "2" V. Julyt Y sllWi ho l �crt�al lie tth -�-"-- l , q! ;<� ti • Ac . �' x "�, ReantLbstsfor .-.� ..-.ti '+'"•..d t r• August' '; Back o ho.ol hallEengeri ` ggg >. .... �:. �.~.::� �:°e�;.. fit,: * ... j 4 -f` H ,17 # � � ,. t I 4 1. R "w to-- �w s'F.11.7'....... � r Sep 6er � po a c ofr F,C ren JI l 1 _ . ,ci".,,. k 2.x`�7o=;( 0 °" C i T7- ".'��.i K _ nw.n+w. ,,,,. ,. P td rt .e'? r c �, st + f 4 ,��I�ve rtbe: (it-Tka Mire � ,, -,r.� • ti• �'c rInrt •Ear 1 ata dla l W Ln ssF '>'p i Page 7 ©AllOne Health A L 1._,rk N HEALTH About AllOne Health WELL-BEING.DONE WELL. s ' We provide solutions that improve mental health, - transform physical health, build financial wellness, and -- help people in all areas of life. With over 50 years of _ experience, AllOne covers 6M+ lives, across thousands of ._ % organizations worldwide. . - - Why AllOne Health? r.,,. • More benefits with whole health solutions }.' , ' '' ' ? ;'' ' g'T4 • Better access to top technology . .''• ' -4{` i (4 m. ,, ° High-touch partnership,powered by people who care C.f.* ' `! #'O 'iF�, liiiillf ' , o Trusted leader for over 50 years x' ,,,... - •to•r t&, ` , . All-Inclusive to A La Carte programs t -., x i i y __,,, L i•• ,:, We are in the business of care, and ; service matters most. 's ' r. E. In a recent survey,we received ratings of excellent or above . ,- _ f r) r,?Il, average in the following categories: `}, 4 1`1, li '% = '' ff = • Professionalism-97.3% �- ^ 74 ''`' I' ` • Responsiveness to requests-94.9% 'h - .a • Member portal&app-93.4% •'' o Management consultation-92.4% '`; rrt »• ..�'•' w ry t .'", • Critical Incident Response-96.3% +: � if • s 307 r • Overall Experience - 96.8% of customers rated AllOne Health's EAP good or excellent ©AllOne Health Page 8 E>G-i1BIT A PAGE % OF 22j ALL E` �E A L T H it Regional High::,:u„,,c. h P7t,,, n, er .14.: 4. 'I % 4 4 l r� I _ t.1' t f,, i;t-1 .: F ' ' '1 - '' . ,. - . ,,,. . ‘,, ,,A :' :,1,4,i ..',,.r it: i g ,kit, ' "- , 'Li ''''' . . .it; , , , , . u, 1 .. rex,, ::.... ,t,. --.!..," 4-.ii,C • --,, r' I AllOne Health, headquartered in Wilkes-Barre, Pennsylvania, owns and operates 14 regional locations to better meet the needs of organizations.These locations are made up of high-touch EAPs and are all part of the AllOne Health Family of Companies. Enjoy our high-touch approach, world-class technology, multiple ways to connect, higher utilization,and more. $}a .,. ;f';i' j Ys ' �t ;?r e I x is a * xC , �, '7 a r�_ 1 k ) , j f Fgmiiy�af.Mn"n 'Hea 1th Coom a hies' �ai ' w .. -.7 -11.-r t �--72A- tea ', ,z' :: $ f: �' �a ' _...:�?�.._:�°�..•_:�.,`h "iL "f-..a.. J'F :a.�,�§a .. Eastern Locations: Mid West and West Locations: AllOne Health ! ° Encompass EAP—Grand Rapids,Michigan • Wilkes-Barre,Pennsylvania—HQ o ERS EAP—Chicago, Illinois • Boston, Massachusetts o Sand Creek EAP—Minneapolis,Minnesota • Columbia,South Carolina 0 Life Services EAP—Nashville,Tennessee • Lynchburg,Virginia ; 0 ACI Specialty Benefits—San Diego,California • Middletown,Ohio i • FEI Workforce Resilience—Milwaukee, o Lytle EAP—Pittsburgh, Pennsylvania Wisconsin o IMPACT Solutions—Cleveland,Ohio • Ease@Work—Cleveland,Ohio • ©AllOne Health Page 9 EX1 1T f PAGE v' ALLNA L T H Additional HR Solutions In a time when organizations are looking to respond to the growing demand for mental health support,address whole- person care, and relieve parental stress, while keeping everyone engaged,safe, focused and resilient-AllOne Health is here to help.More than just an EAP,AllOne Health is your partner for whole health. More information is available if you are looking to offer a Whole Health Solution to your organization. If interested in more information on Wellness, Organizational Development,Crisis Management,or Concierge solutions please ask. Wellness by AllOne Health is the total package solution,offering A LLrt N a powerful combination of mental and physical health support, a premier wellness platform to drive engagement, a team of Wellness experts across the six dimensions of wellness, and 400+ challenges,virtual fitness,cooking demos,and courses. With decades of experience in providing expert facilitation for ALL1NE � leadership coaching, change management, DE&I initiatives,and Organizational more, AllOne Health offers expansive Organizational Development Development solutions for any organization looking to elevate people,purpose,performance,and potential. A LLr NE As a leader in preparedness, response, and recovery associated Cri•si•s, with the human dimensions of crisis and trauma,AllOne Health Management provides organizations with the tools to address the full spectrum of crisis management. The ultimate perk to attract and retain top talent, AIIOne ALLn Health's concierge offers customized corporate concierge and Concierge errand running services that support the best place to work initiatives and help companies thrive in competitive industries. ©AllOne Health Page 10 XH#ENT ICE_ P 72. ALL NE HEALTH Getting Started is Easy! NEXT STEPS.' ' Hi, my name is Matt Minor. Thank you for the opportunity to provide you with a proposal for an Employee Assistance Program for your organization. If you have any questions,please contact me ! ,1 1 to schedule a meeting. Or,if you are ready to offer this program to l�i n `, your employees and their family members now, please let me I ti. 7" know and I will send a contract for you to review. We can have the program up and running within 30 days. We do this by assigning a dedicated account manager who will help implement the program and assist with the promotional materials Matthew Minor during onboarding and launch. Business Development Executive We believe good communication is key when rolling out an EAP. AllOne Health While we have decades of experience setting up new groups, we Direct:(731)315-2360 realize that no one knows your organization and culture as well as Email:matthew.minor@allonehealth.com you do.As we move forward,we welcome your collaboration. Our goal is to make sure your employees fully understand the program's services and feel comfortable accessing them. If you're interested in additional information on Wellness,Organizational Development, We look forward to providing you and your organization with our Crisis Management,or Concierge Benefits, all-inclusive,high-touch Employee Assistance Program. please let me know and I'd be happy to help. ©AllOne Health Page 11 • CUSTOMER SERVICES AGREEMENT (U.S. Based Employees Only) This CUSTOMER SERVICES AGREEMENT (the "Agreement"), dated as of January 1, 2023, is entered into by and between Impact Solutions EAP LLC,an AIIOne Health Resources Inc with its principal place of business located at 100 North Pennsylvania Avenue, Wilkes-Barre PA 18701 doing business as AllOne Health ("Company") and City of Richmond, with its principal place of business located at 50 North 5th St. Richmond IN, ("Customer"), collectively referred to herein as"Parties"and each as"Party." PREAMBLE WHEREAS, Customer wishes to engage the Company to provide employee assistance services and the Company wishes to provide such services upon certain terms and conditions. NOW,THEREFORE, in consideration of the recitals listed above and the mutual promises, covenants, agreements, and undertakings of the Parties set forth below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged,the Parties,intending to be legally bound,agree as follows: ARTICLE I.COMPANY RESPONSIBILITIES 1.1 Description of Services. The Company shall provide services to Customer pursuant to the attached Statement of Work/Fee Schedule (Exhibit A), which is incorporated herein by reference, (sometimes collectively referred to as"Services"). 1.2 The Company's Intellectual Property. The Agreement is not a work-for-hire agreement. The Company retains exclusive right,title and interest in intellectual property developed,delivered,or used in the performance of the Agreement. Neither the Agreement nor any Statement of Work changes the ownership of any pre-existing materials.Customer shall have no ownership interest in software used by the Company.All work product generated ' or acquired by the Company shall be the exclusive property of the Company.Work product shall include all clinical data and supporting records and other information.All such work product is confidential pursuant to Article 2 of the Agreement. ARTICLE II.CONFIDENTIALITY 2.1 Confidential Information. "Confidential Information" means information or data of a Disclosing Party concerning its business operations, methods and strategies, financial condition, technology, or prospects, in any form or medium (including writings, drawings and electronically stored information and data), whether or not marked or labeled as "confidential." Confidential Information also includes: (i) a Disclosing Party's technical information, confidential data and trade secrets; (ii) a Disclosing Party's nonpublic Intellectual Property ("IP") (for example, inventions, discoveries, designs, methods, processes and ideas, whether or not patented or patentable), mask works and works for authorship, whether copyrighted or copyrightable; (iii) any other information or data whether in written, electronic or oral form, directly or indirectly or made available by Disclosing Party or any of its or its affiliates' employees or independent contractors to the non-disclosing party in connection with the activities contemplated by this Agreement that is designated "Confidential" or"Proprietary" or some similar designation or that would reasonably be expected to be confidential under the circumstances,including information related to the Disclosing Party's business or operations (including financial, corporate, marketing, product, research, technical, manufacturing and other nonpublic information)or to its or its affiliates'employees,customers,suppliers and other business partners,property-related information,personally identifiable information,sensitive personal information (including the substance of inquiries or requests made by Customer's employees through the Services); and (iv) all tangible manifestations(however embodied)of information or data referred to in clauses(i), (ii) and (iii)above(for example, computer software, firmware, scripts or objects, hardware, programmer's notes, databases, manuals, training manuals and materials, memoranda, reports, drawings, sketches, flowcharts, models, prototypes, files, films,records or forms). 2.2 Receiving Party. A Party that acquires knowledge of the other Party's (a "Disclosing Party") Confidential Information is considered the "Receiving Party." The Receiving Party shall keep Confidential Information in ExH-i1v.l �, PA i�.... ,.0 22"ll Member Customer Services Agreement Page 2 of 9 confidence using the same degree of care as the Receiving Party uses with its own Confidential Information or a reasonable degree of care,whichever is greater.The Receiving Party will not use, exploit, disseminate, disclose, or divulge Confidential Information to any person,firm, corporation, partnership,association, or other entity,without the prior written consent of the Disclosing Party. 2.3 Applicability of Confidentiality. Notwithstanding the foregoing, a Receiving Party is not required to hold a Disclosing Party's information "confidential" if the information: (i) becomes publicly known, after disclosure in connection with this Agreement, through no act or omission of the Receiving Party; (ii) was, prior to disclosure in connection with this Agreement, already in the legitimate possession of the Receiving Party or publicly known; (iii) is obtained by the Receiving Party from a third party(a)without using the Disclosing Party's Confidential Information and(b)without a breach of such third party's obligations or violation of law,rule or regulation; (iv)is independently developed by the Receiving Party without use of or reference to the Confidential Information; (v) is required to be disclosed pursuant to judicial or governmental judgment, writ, decree, or order; or (vi) becomes relevant to the Receiving Party in any claim,demand,suit,action or proceeding instituted or defended by it in connection with the enforcement of its right or obligations under this Agreement. If the Receiving Party is required to disclose Confidential Information as contemplated in Section 2.3(v),the Receiving Party may disclose only such information as, in the opinion of counsel, is legally required. The Receiving Party shall provide Disclosing Party, to the extent reasonably possible,advance notice to allow the Disclosing Party to seek,at its own expense,a protective order.The Receiving Party shall, at the Disclosing Party's expense, reasonably cooperate with the Disclosing Party's efforts to seek such a protective order. 2.4 Retention. The Company may retain, for its own general analytic purposes, after termination of the Agreement, de-identified aggregate data that is: (i) compiled from the raw data disclosed by Customer to the Company;or(ii)compiled from raw data collected from Customer's employees or their health care providers. 2.5 Information Security Program. The Company maintains an information security program to protect personally identifiable information. The information security program includes administrative, technical, and physical safeguards: (a) to ensure security and confidentiality; (b) to protect information against any anticipated threats or hazards to security and integrity;and(c)to protect information against unauthorized access to or use that could result in harm, liability, or inconvenience to Customer or to its employees.The Company will report breaches of security to Customer when the security breach involves Customer information or information related to employees or any other individuals that is collected by and held by or on behalf of the Company. 2.6 Security Breach. If the Company believes that there has been any unauthorized access to or use of information related to employees or any other individuals that is collected by and held by or on behalf of the Company (a "Security Breach" of "Customer Data"), the Company must notify Customer after completion of its internal review and investigation. ARTICLE III.TERM,PAYMENT AND TERMINATION 3.1 Term.The Agreement commences on the effective date set forth on Exhibit A("Effective Date")and ends at 5:00 p.m. Eastern Standard Time on 1/1/2025, or until terminated sooner pursuant to Section 3.3 of the Agreement (the "Term"). The Agreement automatically renews for two (2) year terms unless written notice is provided at least 120 days prior to the expiration date or any extension or renewal thereof. 3.2 Payment. In consideration for the Company rendering the Services, Customer agrees to pay the Company such amounts as set forth in Exhibit A("Service Fees").These fees will be fixed for the Initial 12-month term,unless the Customer has an employee enrollment change of ten percent (10%) or more, whereby the Company has the right to review and revise pricing accordingly. The Customer shall report employee enrollment changes of ten percent (10%) or more in writing with payment remittance. The Company has a right to review and revise pricing accordingly on past and future invoices related to the ten percent(10%)change.Any other adjustments to fees will go into effect each successive term on or after the anniversary date at the Company's sole discretion, but not to exceed the Consumer Price Index(CPI)or rate of inflation at that time, unless otherwise mutually agreed upon.The • Member Customer Services Agreement Page 3 of 9 Company will send Customer an annual invoice for services rendered to Customer.Customer shall make payment upon receipt of the invoice. If the invoice is not paid within fifteen (15) days following the invoice date,the invoice amount accrues interest at a rate of 1.25% per month. However, Customer's total interest liability will not exceed the limits imposed by law. If the Company charges Customer for interest more than the limits imposed by law,the Company will credit Customer the excess interest on the Company's next invoice. If the excess interest is greater than the amount of the Company's next invoice,the Company will refund Customer the amount of excess interest owed above the next invoice amount. 3.3 Termination. Either Party may terminate the Agreement if the other Party materially breaches the Agreement and fails to cure such breach within sixty (60) days after receipt of written notice of such breach from the other Party.Termination shall not prejudice any other remedy to which the terminating Party may be entitled at law,in equity or under the Agreement. 3.4 Effect of Termination. The Company is entitled to full compensation for work performed -prior to termination. 3.5 Indebtedness.If Customer is unable to pay its debts as they become due,the Company may terminate the Agreement at its discretion and proceed to enforce Customer's performance.This Section 3.5 supersedes all prior contract terms and conditions. 3.6 Bankruptcy. Either Party may terminate the Agreement if the other Party: (i) ceases doing business as a going concern;(ii)makes an assignment for the benefit of creditors;(iii)admits in writing its inability to pay its debts as they become due; (iv)commences, or has commenced against it, bankruptcy proceedings in any jurisdiction and such proceedings are not dismissed within 30 days; or (v) files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangements under any present or future statute,law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding,consents to or acquiesces in the appointment of a custodian,trustee, receiver, liquidator of it or of all or any substantial part of its asset or properties, or if within 45 days after the commencement of any proceeding against the Party seeking reorganization,similar arrangements,readjustment,liquidation,dissolution or similar relief under any present or future statue, law or regulation,such proceedings shall not have been dismissed, or if within 45 days after appointment of any custodian,trustee, receiver or liquidator of it or all or any substantial part of its assets and properties without the Party seeking reorganization's consent or acquiescence, and the appointment has not been vacated. ARTICLE IV. INDEMNIFICATION 4.1 Mutual Indemnification.To the fullest extent permitted by law, each Party shall indemnify, defend (with counsel reasonably acceptable to the other Party), and hold harmless the other Party and its affiliates, and its and their respective officers, directors, partners, shareholders, employees, representatives, agents, successors and assigns(each an"Indemnified Party")from and against any and all liabilities, losses,claims, damages,expenses and costs(including reasonable attorneys'and consultants'fees and disbursements) (collectively,"Losses")arising from or relating to: (1) any negligent act or omission, in whole or in part; (ii) any violation of any applicable statute or regulation in the performance of this Agreement; and (iii) any fraud, willful misconduct or gross negligence of the other Party,its affiliates or any subcontractor. ARTICLE V.WARRANTY,DISCLAIMER AND LIMITATION OF LIABILITY 5.1 Warranty.The Company will use commercially reasonable efforts to perform the Services in a professional manner, consistent with industry standards. Except as described in the Agreement or a Statement of Work, the Company makes no other warranties. The Company warranties extend solely to Customer. This warranty gives Customer specific legal rights, and Customer may also have other rights,which vary from state to state. Except for non-payment, neither Party will bring a legal action under the Agreement more than two (2)years after the cause of action arose. yf pp Member Customer Services Agreement Page 4 of 9 5.2 Disclaimer. TO THE EXTENT PERMITTED BY LAW AND AS PROVIDED HEREIN, COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR PRODUCTS AND SERVICES. 5.3 Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGES, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT,EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER, FOR THE PERIOD OF 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH DAMAGES, UNDER THE AGREEMENT FOR THE RELEVANT SERVICES. ARTICLE VI.THIRD PARTY INFORMATION/LIMITATIONS OF RESPONSIBILITY 6.1 Responsibility and Liability for Third Parties. It is specifically understood and agreed by the Parties that neither Party assumes responsibility or liability for the accuracy, completeness, propriety, necessity, or advisability of the information which is provided to the Company or Customer by or from third parties including counselors, affiliates,coaches,coordinators,clinics, or any other entities providing information to the Company or Customer. 6.2 Limitations of Responsibility.The Parties understand and agree that Company shall have no responsibility of any kind to Customer and any individual employee of Customer or any other person,firm, corporation, or entity for any of the following: (1) verification of any individual's eligibility, or entitlement to group medical/health plan coverage,or coverage contained within or excluded from said group health plan;(2)verification for any participant's provider's network status; (3) payment of any individual's medical, hospital, or other bills, debts, obligations, or other liabilities of any kind relating to medical or surgical treatment of confinement;(4) benefit decisions—the role of the Company being limited to making clinical recommendations to a health benefit plan's named fiduciary; and (5) notification to any individual of an adverse benefit determination based upon, or related to, a clinical recommendation by Company. 6.3 Customer Obligations. The Company shall not be liable for any obligation, indebtedness, or liability of Customer, whether now existing or hereafter arising, and the Company shall not, by entering into the Agreement, assume or become liable for any of such obligations,indebtedness,or liabilities. ARTICLE VII.AUTHORIZATION FOR COMMUNICATIONS 7.1 Communications. Customer shall not distribute descriptive materials of any type which reference the various components of the services provided by the Company without first submitting such proposed materials to the Company for review and obtaining prior written authorization from the Company. Customer further expressly acknowledges that all intellectual property rights of the Company, its successors and/or assigns, shall remain the sole and exclusive property of the Company, its successors and/or assigns consistent and in accordance with the prior approval obtained by the Company from the United States Patent and Trademark Office and any other available remedies or protection(s)available unto the Company. 7.2 Irreparable Harm to the Company.It is further expressly agreed that a breach by Customer of any provision of the preceding covenant will cause the Company irreparable harm which cannot be adequately compensated by monetary relief. Accordingly, in the event of any such breach, the Company can and will be entitled to equitable relief (including but not limited to temporary restraining orders, preliminary and/or permanent injunctions), in addition to any other remedies available at law or in equity now or hereinafter in force. ARTICLE VIII.GENERAL PROVISIONS 8.1 Notice.All notices and other communications required or permitted hereunder or in connection herewith, shall be deemed to have been duly given if they are in writing and delivered personally or sent by registered or A PF<G�. •l U Member Customer Services Agreement Page 5 of 9 certified mail, return receipt requested and postage prepaid.They shall be addressed as follows: Impact Solutions EAP LLC Attn: Legal Department 100 North Pennsylvania Avenue Wilkes-Barre PA 18701-3503 Customer: City of Richmond 50 North 5th Street Richmond IN 47374 Provided,however,that either Party may change such Party's address by written notice of such change in accordance with this Section 8.1 to the other Party. 8.2 Governing Law.The Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania,without giving effect to the principles of conflict of laws thereof.Additionally,the Parties agree that any legal action or proceeding brought by or against them under this agreement shall be exclusively brought in the courts in and for Luzerne County, Pennsylvania,and Wilkes-Barre Division of the United States District Court for the Middle District of Pennsylvania and that the parties submit to such jurisdiction and waive all objections which they may have with respect to the venue of the above courts. 8.3 Entire Agreement. The Agreement, together with the exhibits attached hereto, constitutes the entire understanding and agreement between the Parties with respect to the provisions of the Services and supersedes any and all prior agreements whether written or oral,that may exist between the Parties solely with respect to such subject matter.The Preamble and Exhibit A are incorporated into the Agreement by reference. 8.4 Modifications and Amendments. No modification, alteration, change or waiver of any provision of the Agreement shall be valid unless it is in writing and signed by the Party against whom it is sought to be enforced. No waiver at any time of any provision of the Agreement shall be deemed a waiver of any other provision of the Agreement at that time or a waiver of that or any other provision at any other time. 8.5 Statement of Work/Fee Schedule Amendments. Notwithstanding Section 8.4, Customer may request the Company to make changes to its Statement of Work/Fee Schedule or to perform additional Services ("Modified Services"). Upon such request by Customer,the Company shall submit in writing a proposal for accomplishing the Modified Services and any associated increase or decrease in the Service Fees. If Customer elects to have the Company perform the Modified Services,the Company shall prepare an amended Statement of Work/Fee Schedule that describes and outlines the terms of the Modified Services to be performed. Such amended Statement of Work/Fee Schedule shall be mutually agreed upon, signed, and dated by both Parties.The Company shall not be obligated to perform the Modified Services prior to the execution of the amended Statement of Work/Fee Schedule. 8.6 Assignment and Third-Party Beneficiaries. Neither Party may assign the Agreement without the expressed written consent of the other Party, which consent shall not be unreasonably conditioned, withheld or delayed. Notwithstanding the foregoing, either Party may assign the Agreement to its parent, a subsidiary, or an affiliated company without the expressed written consent of the other Party. Furthermore, either Party may assign the Agreement to a third party solely in connection with a sale or other disposition of substantially all the assets of the assigning Party's business without the expressed written consent of the other Party. Other than in connection with indemnification under Section 4.1, the Agreement does not, nor is it intended to, create any rights, benefits, or interests in any third party, person,or organization. 8.7 Captions and Headings; Interpretation. Captions and headings contained herein are solely for convenience of reference and shall not constitute a part of, or affect the interpretation or construction of, the Agreement. Except as otherwise explicitly specified to the contrary, (a) references to a Section, Article, exhibit or [ xH i f� _�_aPAIE ((9 .OF 11. Member Customer Services Agreement Page 6 of 9 schedule means a Section or Article of, or schedule or exhibit to this Agreement, unless another agreement is specified,(b)the word"including"(and words of similar import)means"including without limitation,"(c)references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case, as amended or otherwise modified from time to time, (d) words in the singular or plural form include the plural or singular form, respectively, and words of one gender shall be held to include all genders as the context requires, (e) references to the Parties means the Parties hereto, unless another agreement is specified,(f)references to a particular person include such person's successor and assigns to the extent not prohibited by this Agreement,(g)"extent"in the phrase"to the extent" means the degree to which a subject or other thing extends, and such phrase does not mean simply"if," (h)the headings contained in this Agreement, in any exhibit or schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not effect in any way the meaning or interpretation of this Agreement, (i) references to "$"shall mean United States dollars,(j)the word "or"is not exclusive, (k)the words"hereof,""herein,""hereby,""hereto,"and derivative or similar words refer to this entire Agreement including the schedules and exhibits hereto,(I)the word"any"means "any and all," (m)the words "writing," "written," and comparable terms refer to printing,typing and other means of reproducing words (including electronic media) in a visible form, (n) no provision of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action,to the extent such action or omission would violate applicable law,(o)if the last day of the time period for the giving of any notice of the taking of any action required under this Agreement falls on a day that is not a business day,the time period for giving such notice or taking such action shall be extended through the next business day following the original expiration date of such,and(p)the Parties have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation arises,this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement. 8.8 Waiver and Severability.The waiver by either Party of any default or breach of the Agreement shall not . constitute a waiver of any other or subsequent default or breach.If any provision of the Agreement shall be deemed partially or wholly unenforceable, such unenforceability shall not affect the remaining provisions hereof and such affected provision shall be enforced to the fullest extent permitted by law. 8.9 Attorney's Fees, Costs and Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of the Agreement,each Party shall bear its own attorneys'fees,costs and expenses incurred in maintaining such action in addition to any other relief that may be deemed proper. 8.10 Counterparts and Facsimile Signatures or PDF Signatures. The Agreement may be executed in counterparts,each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. Customer and the Company agree that transmission to each other of the Agreement with the transmitting Party's facsimile signature or portable document format("PDF")signature shall suffice to bind the Party signing and transmitting same to the Agreement in the same manner as if the Agreement with an original signature had been delivered. 8.11 Independent Contractor Status. For purposes of the Agreement and all the Services to be provided hereunder, the Company shall not be considered a partner, co-venturer, agent, employee or representative of Customer, but shall remain in all respects an independent contractor, and neither Party shall have any right or authority to make or undertake any promise,warranty or representation,to execute any contract or otherwise to assume any obligation or responsibility in the name of or on behalf of the other Party. 8.12 Solicitation of Employees. Customer agrees that during the term of the Agreement and for a period of twenty-four(24) months commencing on the date that such term expires or is terminated, Customer shall not for any reason, either directly or indirectly, on Customer's own behalf or in the service or on behalf of others, solicit, recruit or attempt to persuade any person to terminate such person's employment or consulting arrangement with the Company,or an affiliated company,whether or not such person is a full-time employee or whether or not such employment is pursuant to a written agreement or is at-will. PAGE f-OFiz Member Customer Services Agreement Page 7 of 9 8.13 Survival. The provisions of Articles II, III, IV, V, VI, VII and VIII shall survive the expiration or sooner termination of the term of the Agreement. 8.14 Force Majeure. Each Party shall not be considered in default of the performance of its obligations under the Agreement to the extent that performance of its obligations is prevented or delayed by any cause beyond its reasonable control, including acts of God, acts or omissions of governmental authorities, strikes, lockouts or other industrial disturbances, acts of public enemies, wars, blockades, riots, civil disturbances, pandemics, epidemics, floods,hurricanes,tornadoes and any other similar acts,events or omissions(each a"Force Majeure Event").A Party is excused from performance only for the duration of such a Force Majeure Event. Any Party so delayed in its performance due to a Force Majeure Event shall immediately notify the other Party by telephone(to be confirmed in writing within 24 hours of the inception of such delay). In the event a Force Majeure Event affecting the performance of a Party continues for more than 60 days,the other Party may terminate this Agreement upon notice to such affected Party. 8.15 Advertising and Public Announcement. Customer agrees that the Company may: (1) use Customer's name in any form of publicity; (2) release to the public any information relating to the Services to be performed hereunder;and (3)otherwise disclose or advertise that the Customer has entered into the Agreement. 8.16 Subcontracting. Company may also, without notice, utilize subcontractors and agents to perform aspects of the Services (such as cloud hosting), provided, however, that Company shall remain primarily responsible for compliance with its obligations under this Agreement. 8.17 ERISA Disclaimer.The Parties acknowledge and agree that the Company will provide services to Customer under the Agreement. In providing such service, the Parties agree that the Company will not exercise any discretionary authority over the management or disposition of assets of any welfare benefit plan (as such term is defined in the Employee Retirement Income Security Act of 1974("ERISA"). The Company's duties will be limited to providing certain contractually agreed upon services as herein set forth. Therefore, the Parties agree that the Company is not a fiduciary(as such term is defined by ERISA Section 3(21))regarding Customer's Health Benefits or any Health and Welfare Benefit Plan.The Company will provide services by using its employees who are unfamiliar with and have no responsibility to determine or verify the coverage requirements of any specific benefit plan. In the event that knowledge of the Company shall be a prerequisite to imposing a duty upon or to determine the liability of the Company under the Agreement or under any statute regulating the conduct of the Company,the Company will not be deemed to have participated in any act or omission of any fiduciary(as such term is defined under ERISA) with regard to the coverage requirements of any welfare benefit plan as a result of performing its contractually agreed upon duties hereunder. 8.18 Privacy. (a) Company is a "service provider", "processor",or equivalent term under data privacy laws applicable to Company's activities under this Agreement (collectively, together with any regulations promulgated pursuant to such laws,"Data Privacy Laws"),and Customer is a"controller","business"or equivalent term under applicable Data Privacy Laws. The parties agree and acknowledge that certain individuals may have personal data rights pursuant to Data Privacy Laws with respect to their"personal information," "personal data,"or equivalent term as defined in Data Privacy Laws ("Personal Information"). Company will retain, use,and disclose Personal Information subject to Data Privacy Laws only for the business purposes and business relationship authorized in the Agreement or otherwise permitted by such Data Privacy Laws, will not sell Personal Information (as such term is defined in applicable Data Privacy Laws), and will treat such Personal Information as Confidential Information under this Agreement. The Company's PIMS Privacy Policy is incorporated herein by reference and can be found on the Company's website.The PIMS Privacy Policy may be amended from time to time without notice to the Customer. (b) Referral Network. Customer acknowledges and agrees that the counselors, affiliates, coaches, coordinators, clinics, health care providers, and any other entities to whom Company may refer Customer's employees for health counseling or similar services(collectively,the"Referral Network")are separate,independent ry Member Customer Services Agreement Page 8 of 9 "controllers","businesses",or an equivalent term under Data Privacy Laws,and such Referral Network members are not Company's subcontractors or service providers. Customer further acknowledges that Company has no control over, or responsibility for, the data collection or use practices of any Referral Network member, and the use of Personal Information by Referral Network members is subject to each such member's own privacy practices and disclosures. The Company's Referral Network is a sub-processor of the Company for purposes of the referral,invoice, and payment process.The Customer may obtain additional information about the Company's Affiliate Network by contacting the Company. (c) With regard to protected health information ("PHI") and other Personal Information, each party shall comply,to the extent applicable,with the Health Insurance Portability and Accountability Act of 1996("HIPAA")and the Health Information Technology for Economic and Clinical Health Act("HITECH")and any all-applicable Data Privacy Laws. Customer hereby agrees that (i)the Company is authorized to process and transfer data between its offices constituting the Company's group of companies, and between any sub-contractor(s), partners and affiliates, and other members of the Referral Network, engaged by the Company to perform part or all of the Services thereby allowing global access to the data on a 'need-to—know' basis in order to perform Services under this Agreement in the countries and territories specified by Customer;and (ii)the Company may disclose protected health information of data subjects(as defined in HIPAA) in the aggregate reports or in de-identified form,without the written consent of data subject, in connection with Company's business operations,as permitted by law. (d) The Customer shall not share Customer PHI or Personal Information with the Company. "Personal Information"shall mean a first name and last name or first initial and last name in combination with any one or more of the following data elements that relate to such resident: (a)Social Security number; (b) driver's license number or state-issued identification card number; or(c)financial account number, or credit or debit card number,with or without any required security code, access code, personal identification number or password, that would permit access to a resident's financial account; provided, however, that "Personal information" does not include information that is lawfully obtained from publicly available information,or from federal,state or local government records lawfully made available to the general public. 8.19 Anti-Corruption Compliance. Reserved. 8.20 Trade Sanctions and Export Control. Reserved. 8.21 Record Storage and Delivery.Upon termination of the Agreement and to the extent that such records exist,. the Company shall compile,collect,and deliver to Customer all Customer records subject to the Agreement as soon as is practicable after such termination. Customer agrees to accept delivery upon receipt of such Customer records and pay the Company all reasonable and customary storage,shipping and handling fees and expenses upon receipt of such record delivery and invoicing. Customer understands that any federal and/or state law, rule, regulation, or policy requiring the safekeeping of records for a prescribed time period, after termination of the Agreement, is the sole responsibility of Customer and not an obligation of the Company. (Remainder of page intentionally left blank] E;XH ,BTA PAGE I Orj. Member Customer Services Agreement Page 9 of 9 SIGNATURE PAGE IN WITNESS WHEREOF,the Parties have executed and delivered the Agreement as of the date first above written. IMPACT SOLUTIONS EAP LLC Date Keith Wasley President and Chief Executive Officer d tative Date Signatur Fd -1��' rized Custome, Offt inted Name Cii p of.'Auth' nze ze sto r Re rese a e Title o `Aula`:rized Customer Representative r oliBIT A PAVE EXHIBIT A Member Customer Services Agreement Statement of Work/Fee Schedule (see below for exhibit A) A HEATH L T H All- Inclusive EAP Rate Summary Detailed program descriptions on page 4. Per Mental Health Sessions Employee C�Wa[1er p ® ee a 4, • If -t Per Issue Per Year ha, eh®I+ a { T$ Per Month • Intake-24/7/365 Live Immediate Included Assistance 5 $1.35 PEPM • In-The-Moment Mental Health Included , Telephonic Support • Mental Health Counseling: In-Person,Telephonic,Video,or Included chat sessions gala x . • Network-Includes our approved Included '"� ��� � �� s network of over 20,000 counselors nationally AllOne Health provides a variety of Per Hour services over and above package • Member Portal and Mobile App Included inclusions,available on a fee-for- :• Dedicated Account Manager Included service basis: • Program Implementation Included Onsite EAP Orientation: $350 • Digital Promotional Materials, Included Additional onsite or virtual training $350 Orientation Videos,Landing seminar: Page, Monthly Newsletter,and Live Webinars • Choose a seminar from our extensive training catalog covering • Virtual Leader and Employee Included over 120 diverse topics to meet Orientation organizational needs. • Work-Life Resources and Included Referrals Critical Incident Support: $350 • Legal&Financial Resources and Included • Our on-site interventions are Referrals designed to provide solution- • Life Coaching Included focused,compassionate support to your employees if they are • Personal Assistant Included involved in,witness to,or otherwise affected by a stressful • Medical Advocacy Included or traumatic event in the workplace. • Utilization Reports Included DOT qualified substance abuse $600 professional services: *Hourly rate may not include travel. ©AllOne Health PAGE y� Page 3 ;777 -ql-i ) �' 7Y 7' B