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HomeMy WebLinkAboutCuraLinc LLC dba CuraLinc Healthcare; 2026-04-06; HR2602Page 1 City Attorney Approved Version 5/22/2024 AGREEMENT FOR EMPLOYEE ASSISTANCE PROGRAM (EAP) SERVICES CURALINC LLC dba CURALINC HEALTHCARE THIS AGREEMENT is made and entered into as of the _____ day of April, 2026, by and between the City of Carlsbad, California, a municipal corporation ("City") and CuraLinc LLC dba CuraLinc Healthcare, an Illinois corporation, ("Contractor" or “CuraLinc”). RECITALS A.City requires the professional services of a consultant that is experienced in Employee Assistance Program (EAP) services. B.Contractor has the necessary experience in providing professional services and advice related to EAP services. C.Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3.TERM The term of this Agreement will be effective for a period of three (3) years from the date first above written. 4.TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5.COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-five thousand dollars ($45,000) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF 6th HR2602 Page 2 City Attorney Approved Version 5/22/2024 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. City acknowledges that Contractor manages a network of over 66,000 Independent Professionals who provide EAP services for Contractor. Prior written approval will not be required for the ongoing management of this network of Independent Professionals. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. All Independent Professionals, managed by Contractor, are bound by contracts that contain confidentiality and privacy provisions and require them to maintain their professional licensure, professional liability insurance, only perform services they are licensed to perform and comply with all relevant Federal and local laws including HIPAA. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF Page 3 City Attorney Approved Version 5/22/2024 the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF Page 4 City Attorney Approved Version 5/22/2024 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF Page 5 City Attorney Approved Version 5/22/2024 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Name David Pawlowski Title Title COO Dept Human Resources Address 314 W. Superior Street, Suite 601 CITY OF CARLSBAD CHICAGO, IL 60654 Address 1635 Faraday Ave Phone Carlsbad CA 92008 Email dpawlowski@curalinc.com Phone 442-339-2440 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF City Attorney Approved Version 5/22/2024 Page 6 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF City Attorney Approved Version 5/22/2024 Page 7 litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 27. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF City Attorney Approved Version 5/22/2024 Page 8 28. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 20____. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California CuraLinc LLC d.b.a. CuraLinc Healthcare By: By: (sign here) Laura Rocha Deputy City Manager Derek Newall, CEO (print name/title) ATTEST: SHERRY FREISINGER, City Clerk By: Deputy City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy / Assistant City Attorney Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF April3rd 26 City Attorney Approved Version 5/22/2024 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEE I. SOW TERM The Initial Term of this SOW shall commence on April 1, 2026 (the “Effective Date”) and continue through March 31, 2029. Further, if City elects to terminate this SOW, for convenience, within twelve months of the Effective Date, the City shall pay to CuraLinc an early termination fee in an amount equal to the fees for the first three (3) months of the Program. II. DEFINITIONS The following definitions apply to this SOW: 1. “Assessment” refers to an element of the intake into the Program that includes a telephonic evaluation of the CIEBD’s Presenting Issue(s). 2. “Benefit Training” consists of an Orientation Meeting(s) to describe the Program to CIEBDs. 3. “Benefits” means the services to which CIEBDs are entitled under the Employee Assistance Program Services SOW. 4. “Client Relationship Manager” (“CRM”) refers to the assigned client success operational unit professional responsible for day-to-day client account management functions, ensuring that clients achieve their desired outcomes while using CuraLinc's products or services. 5. “Covered Employee(s)” (“CE”) refers to benefit-eligible employees of the City. 6. “Covered Individuals and Eligible Beneficiaries/Dependents” (“CIEBD”) refers to benefit-eligible employees of the City and their family members who are eligible for the services described herein. Eligible Beneficiaries/Dependents include, but are not limited to, spouses, domestic partners and children, up to age 26. 7. “Covered Services” means the services described in this SOW. Any services not explicitly set forth in this SOW are not included as part of this SOW. 8. “Critical Incident(s)” refers a traumatic event that occurs at the workplace or to a crisis that negatively impacts the workforce. 9. “Critical Incident Stress Management Services” (“CISM”) will be provided for Critical Incidents. These services will be handled face-to-face, whenever possible, or telephonically, when a face-to- face appointment cannot be arranged. Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF City Attorney Approved Version 5/22/2024 Page 10 10. “Distance Counseling” refers to a Short-Term Counseling or Sub-Clinical Coaching approach that takes the best practices of traditional counseling and adapts them for delivery to clients via electronic means in order to maximize the use of technology-assisted counseling techniques. Any counseling utilizing Distance Counseling shall comply with all applicable telehealth laws and state licensing requirements. 11. “EAP Provider” refers to the licensed mental health professionals employed by, or under contract with, CuraLinc to provide services to CIEBDs. 12. “Employee Assistance Program” (“EAP” or “Program”) An EAP is a service for CIEBDs to provide confidential assessments, Short-Term Counseling or Sub-Clinical Coaching and referrals to address their Presenting Issue(s). 13. “Employee Count” refers to the number of Covered Employees eligible for EAP services. 14. “Fee for Service” entails invoicing and payment for non-SOW services on a mutually agreed upon hourly rate. 15. “Initial Term” refers to the first time period covered under this SOW, at the end of which the SOW will either terminate or be renewed. 16. “Limitation” means the maximum number of sessions available to a CIEBD per separate Presenting Issue brought to the Program. 17. “Mental Health Navigator” refers to a web and mobile tool that guides CIEBDs to a personalized set of resources within the Program. 18. “Plan Implementation” means the tasks required by the City and CuraLinc in order to implement the services covered within this SOW. 19. “Presenting Issue” means the problem or concern for the CIEBD to receive assistance through the Program. These include, but are not limited to clinical and sub-clinical issues, such as: family and marital problems; relationship problems; substance abuse; emotional distress; depression; anxiety; grief and loss; domestic and workplace violence; general emotional fitness; meditation; mindfulness; sleep fitness; and legal and financial concerns. 20. “Short-Term Counseling” refers to a series of counseling sessions available under the Program. Short-Term Counseling sessions are intended to be applied to clinical Presenting Issue(s) in which the EAP Provider believes can be reasonably and appropriately resolved within the Program. 21. “Statement of Work” (“SOW”) means the contents of this document in full, including attachments incorporated herein by reference. 22. “Sub-Clinical Coaching” refers to a series of emotional fitness coaching sessions available within the Program. Sub-Clinical Coaching sessions are intended to be applied for CIEBDs with Presenting Issue(s) that do not indicate an existing mental health problem or concern. Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF City Attorney Approved Version 5/22/2024 Page 11 23. “SupportLinc” is the brand name for the Employee Assistance Program (EAP) offered by CuraLinc. 24. “Textcoach®” refers to a technology-based forum that allows CIEBDs to confidentially and securely exchange text messages, voice notes and resources with an EAP Provider. 25. “Topical Training” refers to training provided to supervisors, managers and staff of the City about issues related to the workplace, to include stress management, communication, identification and referral of employee problems. 26. “Work/Life Services” refers to information concerning local community and/or professional resources for dependent care (parenting, childcare, aging, eldercare, education, etc.), legal and financial concerns. Work/Life Services do not include Short-Term Counseling or Sub-Clinical Coaching. III. SERVICES PROVIDED BY CURALINC CuraLinc hereby agrees to perform or assist in the performance of the following services for City. 1. Provide on-going consultation for the City’s EAP, to include the overall Program design, development, implementation, and management through a CRM. a. The CRM is the City’s primary contact and is responsible for building strong relationships with each client and advisor. The CRM assesses and understands the City’s needs and tailors communication and engagement program component initiatives designed for strategic alignment with a City’s overall benefit strategy. b. The CRM is responsible for the on-going management and development of the Program which includes reliable reporting and measurement, as well as strategic discussions that provide on- going alignment with the City's benefit's objectives. The CRM provides each client with guidance and support to ensure they derive maximum value from their Program offerings. c. The CRM remains the City’s primary contact for on-going Program management which includes both scheduled and ad-hoc reporting, escalated issue resolution, and coordination with CuraLinc subject matter resources and other critical business operating units. The CRM will proactively update and educate the client and advisor on CuraLinc specific news and enhancements, strategic planning, and provide consultation, guidance, and thought partnership during City onsite events and meetings. 2. Provide telephonic access to the Program 24 hours per day, seven days per week, 365 days per year. 3. Provide an intake Assessment including, but not limited to: gathering psychosocial history; identifying Presenting Issue(s), evaluating treatment and substance abuse history; completing a risk profile for the CIEBD; and developing the appropriate care plan. a. If the Presenting Issue(s) can be resolved within the framework of the EAP model, CuraLinc will provide clinical consultation and individual case management to CIEBDs, which will include: Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF City Attorney Approved Version 5/22/2024 Page 12 i. In-the-moment support and, if necessary, immediate crisis counseling. ii. Short-Term Counseling or Sub-Clinical Coaching. 1. Referral for up to four (4) sessions per Presenting Issue (the Limitation). 2. At the CIEBD’s discretion, the aforementioned sessions may be delivered either in-person or via Distance Counseling. iii. Post-case referral to an appropriate professional or helping agency, when appropriate. iv. Follow-up on each case to determine success of the rehabilitation process or need for further assistance. b. If the initial Assessment reveals that treatment is required beyond the scope of the EAP, CuraLinc will provide the CIEBD with appropriate referrals for providers or facilities that are in the CIEBD’s community or benefit plan network. i. CuraLinc will verify the CIEBD’s eligibility. ii. CuraLinc will educate the CIEBD regarding the upcoming sequence of events. iii. CuraLinc will give the CIEBD names and contact information of in-network providers or facilities that are appropriate for his/her condition. 4. Assist in the internal promotion of the Program, including the development of an engagement strategy, which may include the preparation and delivery of posters, flyers, wallet cards, introductory letters, electronic messages and newsletters. 5. Provide activity reports that include aggregated trends and utilization from the Program, but do not include information about individual CIEBD participants. 6. Create and provide an EAP web platform customized for City that includes, but is not limited to, information, articles, resource search engines, audio and video files, “how-to” guides, a form to schedule a call back or request more information, a comprehensive topical resource library, Textcoach®, Mental Health Navigator and online educational and training seminars. 7. Create and provide an EAP mobile platform customized for City that includes, but is not limited to, information, articles, resource search engines, audio and video files, “how-to” guides, a form to schedule a call back or request more information, a comprehensive topical resource library, Textcoach®, Mental Health Navigator and online educational and training seminars. 8. Provide Work/Life Services as described below: a. Legal Consultation: Each CIEBD is entitled to Telephonic Legal Services and In-Person Legal Services as described below at no cost. All additional costs following the consultation will be identified by the attorney in the retainer agreement, which must be agreed to in advance by the CIEBD, who is solely responsible for payment for services delivered beyond the scope of the Program. Excluded services are any matters involving current or prior work-related issues of the Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF City Attorney Approved Version 5/22/2024 Page 13 eligible employee or dependents, or any issues related to City. Legal content is also available on the Program’s web or mobile portals. i. Telephonic Legal Consultation: CuraLinc will provide the CIEBD with one thirty-minute telephonic consultation from an attorney who: has been licensed to practice law in the forum state for at least ten (10) years; has no public record of non-administrative discipline within the last ten (10) years; carries malpractice insurance; and has not been convicted of any felony or crime involving moral turpitude, been the subject of any non-administrative public discipline in any jurisdiction, or been the subject of a malpractice action or judgment. The attorney shall provide, via telephone and at no cost to the CIEBD, up to thirty minutes of time to answer general questions of law according to the applicable state law. ii. In-Person Legal Consultation: CuraLinc will provide the CIEBD with one thirty-minute office consultation from an attorney or law firm that: is duly licensed to practice law in the CIEBD's forum state; has a managing or operating partner with a minimum of five (5) years’ experience from the date admitted to the bar of the forum state; carries malpractice insurance; and has not been convicted of any felony or crime involving moral turpitude, been the subject of any non-administrative public discipline in any jurisdiction, or been the subject of a malpractice action or judgment. b. Financial Consultation: Each CIEBD is entitled to consultation with financial counselor or budget specialist who can address questions on all matters of financial management including debt reduction, home buying, budgeting, foreclosure prevention, bankruptcy prevention, financial goal-setting, estate/financial planning, identity theft recovery and credit report review. Brief consultations without an appointment are available any weekday, Monday through Friday, or for up to an hour by appointment. In appropriate circumstances, a referral to non-profit service provider(s) may be suggested to further address the CIEBD’s need. Financial content is also available on the Program’s web or mobile portals. c. Child Care Resource and Referral Services – Each CIEBD is entitled to unlimited access to referral services, mapping and reference library materials including telephonic consultation to assess need, financial ability, geographic limitations, facility/provider credentials and licensure and unlimited access to information materials offered through CuraLinc. It is understood that the selection of a facility/provider is the responsibility of the CIEBD. The delivery of the aforementioned materials is to be provided to CIEBD by CuraLinc and/or available through the Program’s web or mobile portals. d. Elder Care Resource and Referral Services – Each CIEBD is entitled to unlimited access to referral services, mapping and reference library materials including telephonic consultation to assess need, financial ability, geographic limitations, facility/provider credentials and licensure and unlimited access to information materials offered through CuraLinc. It is understood that the selection of a facility/provider is the responsibility of the CIEBD. The delivery of the aforementioned materials is to be provided to CIEBD by CuraLinc and/or available through the Program’s web or mobile portals. e. Convenience Resource and Referral Services – Each CIEBD is entitled to unlimited telephone consultation on enhanced services/convenience services that include, but are not limited to, diet and nutrition, smoking cessation, clubs/associations, kennels/pet care, relocation services, Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF City Attorney Approved Version 5/22/2024 Page 14 home repair, automobile services, etc. Costs associated with membership and retention of services will be the sole responsibility of the CIEBD. 9. Training and Critical Incident Stress Management Services as described below: a. Training – CuraLinc provides a comprehensive array of customized workshops and personal development modules designed to make employees more effective and to amplify the availability of the Program. CuraLinc will provide onsite or virtual Topical or Benefit Training sessions to CEs, selected from the most current version of CuraLinc’s training catalog. b. Critical Incident Stress Management – Incidents such as workplace violence, robbery, a natural disaster, suicide or a workplace accident can leave employees shocked, distracted and unable to perform their job effectively. Even non-violent acts, such as the natural death of an employee, spouse or child, can be temporarily debilitating. CISM services are offered to CEs following these traumatic events. i. Level I (Referral): CuraLinc will provide unlimited telephonic consultation to City and to CEs, as well as distribution of educational materials and program flyers for all impacted CEs. CEs (and, if applicable, family members) have around-the-clock access to the Program for in-the- moment support, if necessary. Level I responses, which do not include onsite resources, are included on an unlimited basis at no additional cost. ii. Level II (Onsite Response): CuraLinc will provide all services included in a Level I response, plus the coordination and delivery of onsite CISM services in the workplace. The purpose of onsite CISM services is to provide impacted CEs (and, if applicable, family members) with an opportunity to discuss their reactions to the event, to provide education and coping skills for managing reactions, and to assist CIEBDs who need additional services with linkage to the most appropriate resources, including the EAP. Onsite Critical Incident Stress Management may be delivered individually or in a group setting. CuraLinc will provide consultation regarding the most clinically appropriate timing, location and modality of services, based on the nature of the event. A written response plan, which outlines the goals and objectives for the response, as well as the plan for follow-up, is provided for all Level II Onsite Response services. c. At additional cost to City and only at City’s request, in-person Topical or Benefit Training, or Level II CISM services, are available for $270.00 per hour. i. Additional fees may apply if a Topical or Benefit Training session is not scheduled with CuraLinc at least 45 days before the event. ii. City will be responsible for the cost of a Topical or Benefit Training session, or a Level II CISM response, if a notice to cancel is not provided to CuraLinc within 48 hours of the event. 10. At additional cost to City and only at City’s request, any additional onsite services will be provided for $270.00 per hour. No additional services will be provided unless agreed to in advance and in writing by both Parties. Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF City Attorney Approved Version 5/22/2024 Page 15 IV. PAYMENT In Consideration for the above-mentioned services, City agrees to pay CuraLinc a sum of two dollars and six cents ($2.06) per Covered Employee per month. The initial payment will be based on the Employee Count referenced in Appendix A. For subsequent payments, City will provide CuraLinc with an updated Employee Count on a monthly basis. If, at any time, the number of Covered Employees eligible for the Program varies from the Employee Count referenced in Appendix A by twenty percent (20%) or more, CuraLinc reserves the right to adjust the aforementioned price for the Program with thirty (30) days’ notice to City. Notwithstanding the foregoing, the aforementioned price(s) will be guaranteed to the City until March 31, 2029. The Program will be invoiced on a monthly basis, the first day of the month. The fee for the Program shall be calculated based upon the number of Covered Employees designated as eligible as of the start of each period. Payment is due thirty (30) days from the date of the invoice. A finance charge of 2.0% of unpaid invoices will be assessed each month for any amounts that are not the subject of a good faith dispute and are unpaid past the due date. If this SOW terminates for any reason prior to the expiration of a period for which City has paid the aforementioned fees, then CuraLinc shall refund to City that portion of the fees that relate to the unexpired portion of the period. APPENDIX A - COVERED EMPLOYEE HEADCOUNT As of the Effective Date, the number of Covered Employees eligible for the Program (the “Employee Count”) is as follows: United States: 750 Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 4/1/2026 Alliant Insurance Services,Inc.560 Mission St 6th FlSanFranciscoCA94105 Elizabeth Scarborough 415-855-8590 Elizabeth.Scarborough@alliant.com Hartford Casualty Insurance Co 29424 CURAHOL-02 Hartford Insurance Group 914CuraLincHoldings,LLC314WSuperiorStChicagoIL60654-3538 Continental Casualty Company 20443 Hudson Excess Insurance Compan 14484 Homeland Insurance Company of 34452 248179797 A X 1,000,000 X 500,000 10,000 1,000,000 2,000,000 X Y 57SBABP7533 7/31/2025 7/31/2026 2,000,000 A 1,000,000 X X 57SBABP7533 7/31/2025 7/31/2026 A X X 5,000,00057SBABP75337/31/2025 7/31/2026 5,000,000 X 10,000 B X N 57WECBT3Z5P 7/31/2025 7/31/2026 1,000,000 1,000,000 1,000,000 DEC Tech E&O/Cyber LiabilityExcessCyberLiabilityCrime 326274720003061-00007094193511 7/16/20257/16/20257/31/2025 7/31/20267/31/20267/31/2026 LimitLimitLimit $5,000,000$5M XS $5M$3,000,000 See Attached... City of Carlsbad1635FaradayAve.Carlsbad CA 92008 Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: CURAHOL-02 1 1 Alliant Insurance Services,Inc.CuraLinc Holdings,LLC314WSuperiorStChicagoIL60654-3538 25 CERTIFICATE OF LIABILITY INSURANCE Additional Named insured:CURALINC,LLCDBACURALINC HEALTHCAREMARQUEEHEALTHCURALINCBUYER,LLC AND ITS SUBSIDIARIES Professional LiabilityPolicyNumber:326274PolicyTerm:07/16/2025 -07/31/2026Carrier:Hudson Excess Insurance CompanyLimit:Per Claim $2,000,000 Aggregate $5,000,000RetroactiveDate:07/16/2025 City of Carlsbad is included as Additional Insured with regards to the General Liability as required by written contract subject to the policy terms and conditions.30 days notice of cancellation applies,except non payment of premium which is 10 days,with regards to the General Liability in accordance with the terms andconditionsofthepolicy. Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF POLICY NUMBER: 57SBABP7533 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Carlsbad1635 Faraday Ave Carlsbad CA 92008 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: AFF2DF25-F86D-4086-86D5-8B0875A63BDF 57 SBA BP7533 NOTICE OF CANCELLATION IN CONSIDERATION OF NO CHANGE IN PREMIUM,IT IS HEREBY AGREED AND UNDERSTOOD THAT FORM SS1228 IS ADDED PER THE ATTACHED. CITY OF CARLSBAD 1635 FARADAY AVE CARLSBAD,CA 92008 006 001 03/31/26 07/31/26