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HomeMy WebLinkAbout24-Human Resources ORIGINAL CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: Linn Livingston Subject: RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING A ONE-YEAR EXTENSION OF THE TERM OF THE AGREEMENT WITH THE COUNSELING TEAM INTERNATIONAL Dept: Human Resources Date: June 3, 2009 MICC Meeting Date: June 15, 2009 Synopsis of Previous Council Action: On August 21,2006, the Mayor and Common Council adopted Resolution No. 2006-297, awarding a service agreement and an annual purchase order with The Counseling Team International (TCTI) in an amount not to exceed $45,000. Recommended Motion: Adopt Resolution. y~~ .~ Signature~ Contact person: Linn Livinqston Phone: 384-5161 Supporting data attached: Yes Ward: FUNDING REQUIREMENTS: Amount: $42,750 Source: (Acct. No.) 678-452-5502 (Acct. Description) Professional Contract Services Council Notes: Finance: ;f:.<>o d<Q::> 9 - /Sc:< Agenda Item No. ~ 4 (p "I) 'O'f CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION Staff Report Subiect: Resolution of the Mayor and Common Council ofthc City of San Bemardino Authorizing a One- Year Extension of the Term of the Agreemcnt with The Counscling Team Intemational. Backl!round: On August 16,2006, the Mayor and Common Council approved Resolution No. 2006-297, awarding a Service Agreement and annual Purchase Order to The Counseling Team Intemational (TCn) in an amount not to exceed $45,000. The current contract was for a term of two (2) years, with the option of one (1) one-year extension, to expire on August 31, 2009. Recently, the City Manager requested that each department seek a five percent (5%) reduction from each vendor to offset the City's budget deficit and, in retum, vendors could be considered for an extension of their contract. On April 22, 2009, TCn agreed to an additional one (1) year contract extension with no changes to the annual fee structure ($45,000). TCn has also agreed to continue its current five percent (5%) reduction over the course of this next fiscal year. This will result in a savings of approximately $2,250. Tcn has provided Employee Assistance Program (EAP) services for all City of San Bemardino employees, including the City of San Bcmardino Municipal Water Department and San Bemardino Economic Development Agency employees (approximately 1,500), for many years. Services include Critical Incident Intervention, counseling sessions, training, and conflict resolution. The EAP services will be offcrcd to employees as listed above, as well as their household dependents. The Human Resources Department is recommending a one-year extension of the current contract. Financial Impact: The total cost for FY 2009-2010 is $42,750 ($45,000 less a 5% discount of$2,250); this amount will be distributed over 12 monthly payments in the amount of $3,562.50 ($3,750 - $187.50). All expenses are included in the Risk Management budget, Account No. 678-452-5502 (Professional Contractual Services). Recommendation: Adopt Resolution. (Corv RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING AMENDMENT NO. 1 TO THE CONSULTANT 3 SERVICES AGREEMENT WITH THE COUNSELING TEAM INTERNATIONAL TO PROVIDE EMPLOYEE ASSISTANCE SERVICES TO CITY EMPLOYEES. 4 5 WHEREAS, the City of San Bernardino has an existing Agreement with The Counseling 6 Team International to provide employee assistance services to City employees; and 7 WHEREAS, The Counseling T earn International agreed to provide a five percent reduction 8 in the basic compensation to be paid under the Agreement in return for the City considering an 9 additional one year contract extension; and 10 WHEREAS, the City wishes to extend the Agreement for one year; and II WHEREAS, the cost for the one year contract extension is $42,750.00; 12 NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND COMMON 13 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 14 SECTION 1: The City Manager is hereby authorized and directed to execute Amendment 15 No. I to the Consultant Services Agreement with The Counseling Team International to provide 16 employee assistance services to City employees, at a cost of$42, 750. A copy of said Amendment 17 is attached hereto as Exhibit "A" and incorporated herein by reference. 18 SECTION 2: The Purchasing Manager is authorized and directed to issue an annual 19 Purchase Order in an amount not to exceed $42,750.00 for employee counseling services 20 commencing on September 1,2009, referencing this Resolution. 21 SECTION 3: The authorization to execute the above-referenced Amendment and Purchase 22 Order is rescinded if the parties to the Amendment do not execute it within 60 days of the passage 23 of this Resolution. 24 III 25 III 26 III 27 III 28 III t -{ ~-O~ F:\EASLAND\Resolutions\AmendmentNo.\ ConsultantService. Reso. wpcl <1/ d~ RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING AMENDMENT NO.1 TO THE CONSULTANT 2 SERVICES AGREEMENT WITH THE COUNSELING TEAM INTERNATIONAL TO PROVIDE EMPLOYEE ASSISTANCE SERVICES TO CITY EMPLOYEES. 3 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 Common Council of the City of San Bernardino at a meeting thereof, 6 held on the day of 7 COUNCIL MEMBERS: AYES 8 ESTRADA - 9 BAXTER - 10 BRINKER - 11 SHORETT - 12 KELLEY - 13 JOHNSON - 14 MCCAMMACK 15 16 17 18 ,2009, by the following vote, to wit: NAYS ABSTAIN ABSENT CITY CLERK 19 20 21 The foregoing Resolution is hereby approved this day of ,2009. Patrick J. Morris, Mayor City of San Bernardino 22 Approved as to form: 23 JAMES F. PENMAN, City Attorney 24 25 26 27 28 F:\EASLAND\Resolutions\AmendmentNo.1 ConsultantService. Reso. wpo Exhibit A 1 AMENDMENT NO.1 TO CONSULTANT SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO 2 AND THE COUNSELING TEAM INTERNATIONAL 3 THIS AMENDMENT NO.1 TO CONSULTANT SERVICES AGREEMENT is made and 4 entered into this day of ,2009 ("Effective Date"), by and between the CITY OF 5 SAN BERNARDINO, a charter city ("CITY") and THE COUNSELING TEAM INTERNATIONAL 6 ("CONSULT ANT"). 7 A. WHEREAS, On August 16,2006, the CITY adopted Resolution No. 2006-297 8 approving a Consultant Services Agreement with The Counseling Team International to provide 9 employee assistance services to City employees; and 10 B. WHEREAS, the Consultant Services Agreement between the CITY and I 1 CONSULTANT was for a term of two years, with the option of a one year extension, and is set to 12 expire on August 31, 2009; and 13 C. WHEREAS, on April 22, 2009, CONSULTANT agreed to a five percent reduction 14 of its basic compensation under the Consultant Services Agreement to help offset the CITY's budget 15 deficit in exchange for a possible extension of CONSULTANT's contract with CITY; and 16 D. WHEREAS, CONSULTANT has agreed to continue its five percent reduction to its 17 contractual fee over the course of the proposed one year contract extension, which will result in 18 approximately a savings of $2,250. 19 NOW, THEREFORE, for and in consideration of the mutual covenants and conditions 20 contained herein, the parties hereby agree as follows: 21 1. Section 3.1 "Term and Termination" is hereby amended as follows: 22 3.1. Term. The term of this agreement shall commence on the execution of this agreement 23 by both parties and terminate on August 31,2010, unless previously modified, amended, or cancelled 24 by the mutual written consent of the parties. 25 2. 26 Section 2.1 "Payment and Provision of Payment" is hereby amended as follows: 2.1 Pavment and Provision for Pavment. Basic compensation to be paid under this 27 agreement shall be up to $42,750 annually for the term of this agreement. During the term of this 28 agreement, CITY shall pay CONSULTANT a sum not to exceed three thousand five hundred and F:\EASLAND\Agreements\AmendmentNo. 1 ConsultantSvc.Agreement wpd sixty two dollars and fifty cents ($3,562.50) per month, not to exceed $42,750 annually. 2 CONSULTANT shall submit an invoice for services rendered, which coincides with its monthly 3 reports as set forth in Section 2.3. Payments shall be made by CITY within thirty (30) days from the 4 date of each invoice. Upon execution of this Agreement, pretreatment and counseling services shall 5 be made available at no cost to all City of San Bernardino employees, including Water and EDA 6 employees and their families. If CONSULT ANT needs to refer any individuals covered under this 7 Agreementto another professional individual or agency, the cost incurred for such other professional 8 service shall be solely the responsibility of the individual employee; CITY shall have no liability 9 thereafter. Every effort will be made to refer employees to free services or agencies providing 10 services covered by available insurance, or those agencies that operate on an ability-to-pay basis. 11 3. All other provisions of the Consultant Services Agreement are reaffirmed as originally stated. 12 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Agreement to 13 be executed by and through their respective authorized officers, as of the date first above written. 14 Date: Date: 15 16 17 18 19 CITY OF SAN BERNARDINO. A municipal corporation . THE COUNSELING TEAM INTERNA TIONAL By: Signature Charles McNeely, City Manager 20 Name and Title 21 ATTEST: 22 23 Rachel G. Clark, City Clerk 24 APPROVED AS TO FORM: JAMES F. PENMAN, City Attorney 25 26 27 By: 28 F:\EASLAND\Agreements'v\mendmentNo. 1 ConsultantSvc,Agreement. wpd 2 2 AMENDMENT NO.1 TO CONSULTANT SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND THE COUNSELING TEAM INTERNATIONAL THIS AMENDMENT NO. I TO CONSULTANT SERVICES AGREEMENT is made and , ~ 4 entered into this day of ,2009 ("Effective Date"), by and between the CITY OF 5 SAN BERNARDINO, a charter city ("CITY") and THE COUNSELING TEAM INTERNATIONAL 6 ("CONSULT ANT'). 7 A. WHEREAS, On August 16,2006, the CITY adopted Resolution No. 2006-297 8 approving a Consultant Services Agreement with The Counseling Team International to provide 9 employee assistance services to City employees: and 10 B. WHEREAS, the Consultant Services Agreement between the CITY and II CONSUL T ANT was for a term of two years, with the option of a one year extension, and is set to 12 expire on August 31, 2009; and 13 C. WHEREAS, on April 22, 2009, CONSULTANT agreed to a five percent reduction 14 of its basic compensation under the Consultant Services Agreement to help offset the CITY's budget 15 deficit in exchange for a possible extension of CONSULTANT's contract with CITY; and 16 D. WHEREAS, CONSULTANT has agreed to continue its five percent reduction to its 17 contractual fee over the course of the proposed one year contract extension, which will result in 18 approximately a savings of $2,250. 19 NOW, THEREFORE, for and in consideration of the mutual covenants and conditions 20 contained herein, the parties hereby agree as follows: 21 1. Section 3.1 "Term ,and Termination" is hereby amended as follows: 22 3.1. Term. The term ofthis agreement shall commence on the execution of this agreement 23 by both parties and terminate on August 31,20 10, unless previously modified, amended, or cancelled 24 by the mutual written consent of the parties. 25 2. 26 Section 2.1 "Payment and Provision of Payment" is hereby amended as follows: 2.1 Pavment and Provision for Pavment. Basic compensation to be paid under this 27 agreement shall be up to $42,750 annually for the term of this agreement. During the term of this 28 agreement, CITY shall pay CONSULTANT a sum not to exceed three thousand five hundred and F:\EASLAND\Agreements\AmendmentNo. 1 ConsultantSvc,Agreement wpd sixty two dollars and fifty cents ($3,562.50) per month, not to exceed $42,750 annually. 2 CONSULTANT shall submit an invoice for services rendered. which coincides with its monthly 3 reports as set forth in Section 2.3. Payments shall be made by CITY within thirty (30) days from the 4 date of each invoice. Upon execution of this Agreement, pretreatment and counseling services shall 5 be made available at no cost to all City of San Bernardino employees, including Water and EDA 6 employees and their families. If CONSULTANT needs to refer any individuals covered under this 7 Agreement to another professional individual or agency, the cost incurred for such other professional 8 service shall be solely the responsibility of the individual employee; CITY shall have no liability 9 thereafter. Every effort will be made to refer employees to free services or agencies providing 10 services covered by available insurance, or those agencies that operate on an ability-to-pay basis. II , J. All other provisions of the Consultant Services Agreement are reaffirmed as originally stated. 12 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Agreement to 13 be executed by and through their respective authorized officers, as of the date first above written. 14 Date: Date: 15 16 17 18 19 CITY OF SAN BERNARDINO, A municipal corporation THE COUNSELING TEAM INTERNATIONAL By: Signature Charles McNeely, City Manager 20 Name and Title 21 ATTEST: 22 23 24 25 26 27 28 Rachel G. Clark, City Clerk APPROVED AS TO FORM: JAMES F. PENMAN, City Attorney By: ~~ ~.(~ V F :\EASLAND\A.greements\AmendmentNo. 1 ConsultantSvc.Agreement. wpd 2 1 RESOLUTION NO. 2006-297 ~ RESOLUTION OF THE CITY OF SAN BERNARDINO A WARDING A SERVICE AGREEMENT AND AN ANNUAL PURCHASE ORDER IN AN AMOUNT NOT TO 3 EXCEED $45,000 TO THE COUNSELING TEAM INTERNA TIONAL. 4 BE IT RESOLVED BY THE MA YOR AND COMMON COUNCIL OF THE CITY 5 OF SAN BERNARDINO AS FOLLOWS: 6 SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and directed 7 to execute on behalf of said City an Agreement with The Counseling Team International for 8 Employee Counseling Services and the Director of Finance is authorized and directed to issue an 9 annual purchase order to The Counseling Team International, in an amount not to exceed $45,000, 10 for such employee counseling services, commencing on September 1, 2006. The annual purchase 11 order is for two (2) years with the option of one (!) one-year extension. 12 SECTION 2. The authorization to execute the above-referenced Agreement and Purchase 13 Order is rescinded if the parties to the Agreement fail to execute it within sixty (60) days of the 14 passage of this resolution. 15 III 16 II! 17 III 18 III 19 III 20 III 21 III 22 III 23 III 24 III 25 III 26 III 27 III 28 III SDE/ed[ C ounsehngT eam.reso_ wpd] 2006-297 1 RESOLUTION OF THE CITY OF SAN BERNARDINO A WARDING A SERVICE AGREEMENT AND AN ANNUAL PURCHASE ORDER IN AN AMOUNT NOT TO 2 EXCEED $45,000 TO THE COUNSELING TEAM INTERNATIONAL. 3 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 4 Common Council of the City of San Bernardino at a j t. regular meeting thereof, held on 5 21st day of August , 2006, by the following vote, to wit: 6 Council Members: 7 ESTRADA 8 BAXTER 9 VACANT 10 DERRY 11 KELLY 12 JOHNSON I3 MCCAMMACK AYES NAYS ABST AIN ABSENT ---1L.... ---1L.... ---1L.... --X- ---1L.. ---1L.. 14 '~~IT\' ctf: .ck The foregoing resolution is hereby approved this dd-';'-- day of August, 2006. 15 16 17 18 a)'or 19 20 Approved as to form: 21 JAMES F. PENMAN, City Attorney 21 23 By: ".4[ ...... /2.v........'- 24 I ( ''--_/ 25 26 27 28 SDE/ed[ CounselmgT ~am,reso. wpdJ 2 2006-297 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 AGREEMENT THIS AGREEMENT is made and entered into this 21st day of August 2006, by an between the CITY OF SA.l\I BERNARDINO, a municipal corporation, 300 North D Street, S Bernardino, California, 92418, (herein referred to as "City"), and The Counseling Te International (herein referred to as "Consultant"), 1881 Business Center Drive, Suite 11, S Bernardino, California, 92408. City and Consultant agree as follows: 1.0 SERVICES PROVIDED BY CONSULTANT 1.1. General Description of Work Performances City hereby engages Consultant, and Consultant hereby accepts such engagement, t perform the services herein described for the compensation herein provided. Consultant hereb assures and covenants to City that they have the qualifications, experience and facilities t properly perform said services, and hereby agrees to undertake and complete the performanc thereof for the compensation herein provided. 1.2. Scope of Services Consultant hereby agrees to perform the following services: A. Conduct a preliminary evaluation and provide counseling services upon requestt any City employee and members of their family residing with the employee. "City employees,' for purposes of this Agreement, shan include all employees of the City of San Bernardino, th City of San Bernardino Municipal Water Department and San Bernardino Economi Development Agency employees. "Members of the family" shall include spouse; son; daughter' stepson; stepdaughter; mother; father; mother-in-law; father-in-law; nephews; and, nieces, i residing in the same household and dependent upon the employee. 3 2006-297 B. A request for services shall be responded to within twenty-four (24) hours. 2 emergency or life-threatening situation shall be responded to immediately. 3 4 treatment. 5 c. Provide follow-up of said employees and/or their family members unde D. Provide consultations with supervisors regarding problem employees and/or an 6 aspect of the Employee Assistance Program. 7 8 procedures. 9 E. Provide supervisory training relative to Employee Assistance Program referra F. Conduct education semmars and briefings for all levels of managemen 10 concerning services provided by the Employee Assistance Program. II G. Conduct educational workshops on a variety of topics as stated by Consultant t 12 all employees covered under the terms of this contract. The annual fee covers unlimited hours fo 13 on-site orientation, supervisory training programs (quarterly), brown bag seminars and unlimite 14 crisis intervention, critical incident on-site intervention. 15 H. Assist City management in development of policies and procedures for Employe 16 Assistance Program. 17 1. Assist City management III introducing the Employee Assistance Program t 18 aforementioned employees. referrals and financial resources for debt management. L. The services provided by Consultant under this Agreement specifically eXclud~ any and all legal resource and referral services. I I i , I I 19 20 21 22 23 24 J. Provide Critical Incident Intervention services for the City. K. Provide work life services including, but not limited to, elder care 4 2006-297 1 1.3. Professional Practices 2 All professional services to be provided by Consultant pursuant to this Agreement shal 3 be provided by personnel experienced in their respective fields and in a manner consistent wit 4 the standards of care, diligence and skill ordinarily exercised by professional consultants i 5 similar fields and circumstances in accordance with sound professional practices. Consultan 6 also warrants that it is familiar with all laws that may affect its performance of this Agreemen 7 and shall advise City of any changes in any laws that may affect Consultant's performance 0 8 this Agreement. 9 1.4. Warrantv 10 Consultant warrants that it shall perform the services required by this Agreement i 11 compliance with all applicable Federal and California employment laws including, but no 12 limited to, those laws related to minimum hours and wages; occupational health and safety; fai 13 employment and employment practices; workers' compensation insurance and safety i 14 employment; and all other Federal, State and local laws and ordinances applicable to the service 15 required under this Agreement. Consultant shall indemnify, defend and hold harmless City fro 16 and against all claims, demands, payments, suits, actions, proceedings, and judgments of eve 17 nature and description including attorneys' fees and costs, presented, brought, or recovere 18 against City for, or on account of any liability under any of the above-mentioned laws, arisin 19 from or related to Consultant's performance under this Agreement. 20 1.5. Non-discrimination 21 In performing this Agreement, Consultant shall not engage in, nor permit its officers 22 employees or agents to engage in, discrimination in employment of persons because of their race 23 religion, color, national origin, ancestry, age, mental or physical disability, medical condition 24 5 I 2 3 4 5 6 7 8 9 10 II 12 13 14 15 16 17 18 19 20 21 22 23 24 2006-297 marital status, sexual gender or sexual orientation, or any other status protected by law, except a permitted pursuant to Section 12940 of the Government Code. Violation of this provision ma result in the imposition ofpenaIties referred to in Labor Code, Section 1735. 1.6. Conflicts of Interest During the term of this Agreement, Consultant shall at all times maintain a duty 0 loyalty and a fiduciary duty as to the City and shall not accept payment from or employmen with any person or entity which will constitute a conflict of interest with the City. 1. 7. Citv Business Certificate Consultant shall obtain and maintain during the term of this Agreement, a valid Cit Business Registration Certificate. 2.0 COMPENSATION AND BILLING 2.1. Pavrnent and Provision for Pavrnent Basic compensation to be paid under this agreement shall be up to $45,00 annually for two (2) years. City shall pay Consultant a sum not to exceed three thousand eigh hundred ($3,800) per month commencing September I, 2006, and ending August 30, 2008 wit the option of one (I) one-year extension as provided in paragraph 3.1. Consultant shaU submit invoice for services rendered, which coincides with its monthly reports as set forth in Sectio 2.3. Payment shall be made by City within thirty (30) days from the date of each invoice. Upo execution of this Agreement, pretreatment and counseling services shall be made available at n cost to aU City of San Bernardino employees, including Water and EDA employees and thei families. If Consultant needs to refer any individuals covered under this Agreement to anothe professional individual or agency, the cost incurred for such other professional service shall b solely the responsibility of the individual employee; City shall have no liability thereafter. Eve 6 2006-297 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 effort will be made to refer employees to free services or agencies providing services covered b available insurance, or those agencies that operate on an ability-to-pay basis. 2.2. Records and Audits Records of Consultant's services relating to this Agreement shall be maintained i accordance with generally recognized accounting principles and shall be made available to Cit for inspection and/or audit at mutually convenient times for a period of three (3) years from th Effective Date. 2.3 Reports bv Consultant Consultant shall submit to City monthly reports with its bill for services. Such repo shall: (a) accurately describe in general terms services provided during the contract period, bu with no individually identifiable information, referable to any individual client. Such report shal be provided only for audit purposes; (b) provide numerical usage reports to the City for th purpose of evaluating the effectiveness of the Employee Assistance Program; and (c) in addition Consultant shall submit to the City monthly reports of their staff, providing the City wit accurate information of their relationship to the Employee Assistance Program. 3.0 TERM AND TERMINATION 3.1. Term The term of this agreement shall commence on execution of this agreement by bot parties. The anticipated term of the agreement is two (2) years commencing September I, 2006 with the option of one (1) one-year extension upon the expressed written consent of Consultan to such extension and the approval thereof by the City Manager. 7 2006-297 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 3.2. Terminated bv City of San Bernardino Notwithstanding any other provision of this agreement, the City, by notifying in writing may terminate all or a portion of the services agreed to be performed under this Agreement wit or without cause. Consultant shall be given two (2) days written notice for failure of Consultan to perform obligations under the contract in a satisfactory manner, and thirty (30) days writte notice if termination is for other reasons. Notice shall be mailed to the address set forth herein fo the receipt of notices. In the event of any termination, Consultant shall have the right an obligation to immediately assemble work in progress and forward same to the City. All charge outstanding at the time of termination shall be payable by the City to Consultant within thirty five (35) days following submission of final statement by the Consultant. 4.0 INSURANCE 4.1. Minimum Scope and Limits of Insurance Consultant shall obtain and maintain during the term of this Agreement all of th following insurance coverages: (a) Comprehensive general liability, including premises-operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (c) Workers' compensation insurance as required by the State of California. 8 2006-297 1 2 3 4 5 (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Consultant shall obtain and maintain said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder. 6 4.2. Endorsements 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 The comprehensive general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of San Bernardino and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be modified or cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the insurance provided by this policy." 4.3. Certificates oflnsurance Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. 9 2006-297 1 4.4. Non-limiting 2 Nothing in this Section shall be construed as limiting in any way, the indemnificatio 3 provision contained in this Agreement, or the extent to which Consultant may be hel 4 responsible for payments of damages to persons or property. 5 5.0 GENERAL PROVISIONS 6 5.1. Entire Agreement 7 This contract constitutes the entire Agreement between City and Consultant and may b 8 modified only by further written agreement between the parties. 9 5.2. Notices 10 Any notice required to be given hereunder shall be deemed to have been given b 11 depositing said notice in the United States mail, postage prepaid and addressed as follows: 12 CITY CONSULTANT 13 Linnea Livingston Director of Human Resources City of San Bernardino 300 North D Street San Bernardino, CA 92418 The Counseling Team International 1881 Business Center Drive, Suite 11 San Bernardino, CA 92408 14 15 16 5.3. Attorney's Fees 17 In the event an action is filed by either party to enforce rights under this Agreement, th 18 prevailing party shall be entitled to recover reasonable attorney's fees in addition to any othe 19 relief granted by the court. The cost, salary and expenses of the City Attorney and members 0 20 his/her office in enforcing this Agreement on behalf of the City shall be considered attorney' 21 fees for purposes of this paragraph. 22 23 24 10 2006-297 I 5.4. Governing Law 2 This Agreement shaU be governed by and construed under the laws of the State of 3 California without giving effect to that body oflaws pertaining to conflict oflaws. In the event 4 of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole 5 and exclusive venue shaU be a court of competent jurisdiction located in San Bernardino County, 6 California. 7 5.5. Amendments 8 This Agreement may be amended or modified only by written agreement executed b 9 both parties. 10 5.6. Assignment II Consultant's rights under this Agreement shaU not be assigned by Consultant to any othe 12 person, firm or corporation without the prior written consent of the City. 13 5.7. Indemnification 14 Consultant shall protect, defend, indemnify and hold harmless City and its elected an 15 appointed officials, boards, commissions, officers, attorneys, agents and employees from any an 16 aU claims, losses, demands, suits, administrative actions, penalties, liabilities and expenses 17 including attorney fees, damage to property or injuries to or death of any person or persons 0 18 damages of any nature including, but not limited to, aU civil claims or workers' compensatio 19 claims arising from or in any way related to Consultant's performance under this Agreement 20 except when caused solely by the City's negligence. 21 5.8. Independent Contractor 22 Consultant, at aU times while performing under this Agreement, is and shaU be acting a 23 aU times as an independent contractor and not as an agent or employee of City. Consultant shal 24 11 2006-297 1 secure, at its expense, and be responsible for, any and all payment of wages, benefits and taxe 2 including but not limited to, Income Tax, Social Security, State Disability Insuranc 3 Compensation, Unemployment Compensation, and other payroll deductions for Consultant an 4 its officers, agents, and employees, and all business licenses, if any are required, in connectio 5 with the services to be performed hereunder. Neither Consultant nor its officers, agents an 6 employees shall be entitled to receive any benefits which employees of City are entitled t 7 receive and shall not be entitled to workers' compensation insurance, unemploymen 8 compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profi 9 sharing or social security on account of Consultant and its officers' agents' and employees' wor 10 for the City. This Agreement does not create the relationship of agent, servant, employee 11 partnership or joint venture between the City and Consultant. 12 5.9. Acceptance of Final Payment Constitutes Release 13 The acceptance by Consultant of the final payment made according to the terms of thi 14 Agreement shall operate and be a release to the City, and its elected and appointed boards 15 officers, employees and agents thereof, from all claims and liabilities to Consultant for anythin 16 done or furnished for or relating to the work or services, or for any act or failure to act of the Cit 17 relating to or arising out of work and this Agreement. 18 5.10. Bilingual Interpreter 19 Consultant shall provide an English/Spanish bilingual interpreter as needed, with a 20 English/Spanish bilingual counselor being preferred. 21 5.11. Prohibited Employment 22 Consultant shall not employ any employee of City while this Agreement is in effect. 23 24 12 2006-297 1 5.12. Costs 2 Each party shall bear its own costs and fees incurred in the preparation and negotiation of 3 this Agreement and in the performance of its obligations hereunder except as expressly provided 4 herein. 5 5.13. Headings 6 Paragraphs and subparagraph headings contained in this Agreement are included solely 7 for convenience and are not intended to modify, explain or to be a full or accurate description of 8 the content thereof and shall not in any way affect the meaning or interpretation of this 9 Agreement. 10 5.14. Construction 11 The parties have participated jointly in the negotiation and drafting of this Agreement. In 12 the event an ambiguity or question of intent or interpretation arises with respect to this 13 Agreement, this Agreement shall be construed as if drafted jointly by the parties and in 14 accordance with its fair meaning. There shall be no presumption or burden of proof favoring or 15 disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 16 5.15. Waiver 17 The delay or failure of either party at any time to require performance or compliance by 18 the other of any of its obligations or agreements shall in no way be deemed a waiver of those 19 rights to require such performance or compliance. No waiver of any provision of this Agreement 20 shall be effective lL.'lless in writing and signed by a duly authorized representative of the party 21 against whom enforcement of a waiver is sought. The waiver of any right or remedy with 22 respect to any occurrence or event shall not be deemed a waiver of any right or remedy with 23 respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 24 13 2006-297 1 5.16. Severabilitv 2 If any provision of this Agreement is determined by a court of competent jurisdiction to 3 be invalid or unenforceable for any reason, such determination shall not affect the validity or 4 enforceability of the remaining terms and provisions hereof or of the offending provision in any 5 other circumstance, and the remaining provisions of this Agreement shall remain in full force 6 and effect. Notwithstanding the foregoing, if the value ofthis Agreement, based upon the 7 substantial benefit of the bargain for any party is materially impaired, which determination as 8 made by the presiding court or arbitrator of competent jurisdiction shall be final and binding, 9 then both parties agree to substitute such provision(s) through good faith negotiations. 10 5.17. Corporate Authority 11 The persons executing this Agreement on behalf of the parties hereto warrant that the 12 are duly authorized to execute this Agreement on behalf of said parties and that by doing so, th 13 parties hereto are formally bound to the provisions of this Agreement. 14 5.18. Conflict of Interest Disclosures 15 The City or its employees may be subject to the provisions of the California Political 16 Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interest 17 that may be materially affected by the work performed under this Agreement, and (2) prohibit 18 such persons from making or participating in making decisions that will have a foreseeabl 19 financial affect on such interest. 20 The City shall conform to all requirements of the Act. Failure to do so constitutes 21 material breach and is grounds for termination of the Agreement by Consultant. 22 23 24 14 2006-297 I 2 6.0. CONFIDENTIALITY 3 6.1. Confidentialitv to be Assured 4 Consultant shall maintain the confidentiality of all employees referred for or voluntaril 5 seeking counseling services. The parties recognize that the cornerstone of every successfu 6 Employee Assistance Program is the pledge of confidentiality; without confidentiality there is n 7 credibility. Employees will not reveal their personal problems if there are no clear lega 8 guidelines about confidentiality. Consultant shall assure that all personal information imparte 9 by a counselee to a counselor will be respected and safeguarded. Such information may be use 10 only in a professional manner for the purpose of helping in rehabilitating the worker II Consultant's records shall be kept secure in accordance with the code of ethics of the profession 12 and federal and state laws and regulations. Consultant shall maintain in good order a fire an 13 burglar alarm system to protect its records. Consultant will not reveal to any person or entity 14 except pursuant to a valid order by a court of appropriate jurisdiction, the names or identities 0 15 employees or family members who come to the program voluntarily or who, having bee 16 referred, agree to accept counseling services, except to confirm on a one-time basis only that 17 employee kept an appointment made for him or her by a supervisor or other City official. 18 19 20 21 22 23 24 15 1 IN WITNESS WHEREOF, this Agreement has been executed by the parties effective a of the date and year first above written. 2 ATTEST: CITY OF SAN BERNARDINO Municipal Corporation and Charter City 3 4 ~'--~/V 1 lJ. C~-d/Lh Rachel lark, City Clerk 5 6 7 8 Approved as to form: 9 JAMES F. PENMAN City Attorney 10 11 13 1\ ( , , I By: \.-t,_,-" /' U lf~~ 12 14 HR/ Agenda Items:Reso.CTI.alJ 15 16 17 18 19 20 21 22 23 24 16 , "