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HomeMy WebLinkAbout2014-274 RESOLUTION NO. 2014-274 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 2 BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT SERVICES 3 AGREEMENT BETWEEN THE COUNSELING TEAM INTERNATIONAL AND THE CITY OF SAN BERNARDINO. 4 5 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The City Manager is hereby authorized and directed to execute 8 the Consultant Services Agreement between the City of San Bernardino and The 9 Counseling Team International, Employee Assistance Program Services, a copy of 10 which is attached hereto marked Exhibit "A" and incorporated herein by reference 11 12 as fully as though set forth at length. 13 SECTION 2. The Director of Finance is hereby authorized to issue an 14 amended Purchase Order to The Counseling Team International for Employee 15 Assistance Program Services for a total annual amount not to exceed $42,500.00 16 with three (3) one-year options to extend. 17 18 SECTION 3. The authorization granted hereunder shall expire and be void 19 and of no further effect if the Agreement is not executed by both parties and returned 20 to the Office of the City Clerk within sixty (60) days following the effective date of this 21 Resolution. 22 /// 23 24 /// 25 Ill 26 III 27 Ill 28 /// 2014-274 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 2 BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT SERVICES AGREEMENT BETWEEN THE COUNSELING TEAM INTERNATIONAL AND THE 3 CITY OF SAN BERNARDINO. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the 5 Mayor and Common Council of the City of San Bernardino at a 6 joint regular meeting thereof, held on the 21 Gr day of T„iy 7 2014, by the following vote, to wit: 8 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ x 11 BARRIOS x 12 VALDIVIA x 13 14 SHORETT x 15 NICKEL x 16 JOHNSON x 17 MULVIHILL x 18 19 20 Georgetn Hanna, ity Clerk 21 The foregoing Resolution is hereby approved this c2.)-- net day of July 22 2014. 23 24 p -e‘', 1 R. Carey Da s, Mayor 25 City of San :ernardino 26 Approved as to form: Gary D. Saenz, City Attorney 27 28 B .� . A I' s ie 2014-274 Exhibit "A" CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND THE COUNSELING TEAM INTERNATIONAL This Consultant Service Agreement (this "Agreement) is made and entered into this 21st day of July, 2014("Effective Date')by and between the City of San Bernardino, a Municipal Corporation and Charter City, (hereinafter referred to as the 'City") and The Counseling Team International, (hereinafter referred to as the "Consultant") (sometimes jointly referred to herein as the"Parties"). WITNESSETH: A. WHEREAS, The CITY of San Bernardino is in need of a Consultant to provide employee assistant services,and B. WHEREAS, it has been determined by the Human Resources Department that Consultant represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, CONSULTANT is competent, experienced and able to perform said responsible services;and D. WHEREAS, CONSULTANT will provide the most advantageous and responsible services; NOW THEREFORE, in consideration of mutual covenants contained in this Agreement and the mutual benefits to be derived there from, the parties agree as follows: 1. TERM. This agreement shall be in full force and effect from the effective date of the term through June 30,2015, with three one year extensions. 2. CONSULTANT RESPONSIBILITIES: Consultant is responsible for performing the work as identified in Attachment"A", contained herein. The Consultant commits the necessary principal personnel to the performance of such services for the duration of this Agreement. 3. CITY RESPONSIBILITIES The City shall provide, in a reasonable timely fashion, the Consultant with any documentation, records, reports, statistics or other data or information pertinent to the provision of services, which are reasonably available to the City. The City will provide a contact person to assist in the timely resolution of any issues that may arise. 4. CONFIDENTIALITY OF REPORTS The Consultant shall keep confidential all reports, information and data received, prepared or assembled pursuant to performance hereunder. Such information shall not be made 2014-274 Exhibit "A" available to any person, news release, firm, corporation, or entity without prior written consent of the City or as otherwise required by law. 5. COMPENSATION The compensation for Employee Assistance Program for the City of San Bernardino will not exceed the annual amount of $42,500.00. This fee is inclusive of all professional fees and expenses. City shall pay Consultant a sum not to exceed three thousand dollars and no cents ($3,000.00) per month plus employee evaluation fees not to exceed $6,500.00 (annually) commencing July 1, 2014. Consultant shall submit an invoice for services rendered, which coincides with the monthly service reports. Upon execution of this Agreement, pretreatment and counseling services shall be made available at no cost to all City of San Bernardino employees, including Water Department and Successor Agency employees and their families. If Consultant needs to refer any individuals covered under this Agreement to another professional individual or agency, the cost incurred for such other professional service shall be solely the responsibility of the individual employee; City shall have no liability thereafter. Every effort will be made to refer employees to free services or agencies providing services covered by available insurance, or those agencies that operate on an ability-to-pay basis. 6. NONDISCRIMINATION; MONITORING AND REPORTING WORK PERFORMANCE. In the performance of this Agreement and in the hiring and recruitment of employees, Consultant shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, genetic information, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. CONFLICT OF INTEREST The Consultant shall maintain a code or standard of conduct. The Consultant shall neither solicit nor accept gratuities, favors, or anything of monetary value for work completed under the Scope of Services. To the extent permissible by state laws, rules and regulations, the standards adopted by the Consultant shall provide for penalties, sanctions, or other disciplinary actions to be applied for violations of such standards by the Consultant. 8. INDEPENDENT CONTRACTOR The Parties intend that the relationship between them created under the Agreement is that of an independent contractor only. The Consultant shall perform each element of the work set forth in the Scope of Services as an independent contractor and shall not be considered an employee of the City. This Agreement is by and between the Consultant and the City, and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture or association, between the City and the Consultant. The City is interested only in the results obtained under the Agreement; unless otherwise indicated and under unusual circumstances, the manner and means of performing the services are subject to the Consultant's sole control. The Consultant shall have no right or authority to bind or commit the City. The Consultant shall not be entitled to any benefits, including, without limitation, worker's compensation, disability insurance, vacation or sick pay. The Consultant shall be responsible for providing at its expense, and in its name, disability, worker's compensation or other insurance. 2 2014-274 Exhibit "A" The Consultant assumes full and sole responsibility for, and shall therefore pay, any and all federal and state income taxes, Social Security, estimated taxes, unemployment taxes, and any other taxes incurred as result of the compensation set forth herein. The Consultant agrees further to provide the City with proof of payment upon reasonable demand. The Consultant holds the City harmless from and against any and all claims, demands, losses, costs, fees, liabilities, taxes, penalties, damages or injuries suffered by the City (including, but not limited to, attorney fees and court costs, whether or not litigation is commenced) arising out of the failure of the Consultant to comply with this provision. Further, this right indemnification shall apply to any and all claims, demands, losses, costs, fees, liabilities, taxes, penalties, damages and injuries suffered by the City as a result of the classification of the Consultant as independent contractor under this Agreement. 9. RECORDS The Consultant shall keep full and accurate records of all consulting work performed under this Agreement. All records, content, sketches, drawings, prints, computations, charts, reports and other documentation made in the course of the consulting work performed hereunder, or in anticipation of the consulting work to be performed in regard to this Agreement, shall at all times be and remain the sole property of the City and the Consultant shall turn over to the City all copies of the Work Records within seven (7) calendar days after a written request by City. 10. BUSINESS LICENSE/TIN Consultant shall obtain a San Bernardino business license and provide the City with evidence that its license has been obtained on or before receipt of payment hereunder. The Consultant agrees to keep said license current and valid throughout the term of this Agreement. Consultant shall obtain a state and federal taxpayer identification number and shall provide evidence to the City that this number has been obtained. 11. RIGHT TO OBTAIN OTHER CONTRACTURAL ARRANGEMENTS. The Consultant at any time has the right: (a) accept employment or other association with any person, city or company in the United States of America or any Territory thereof, or through media reasonably accessible by persons in the United States of America or any Territory thereof, or (b) in the United States of America or any Territory thereof, or through media reasonably accessible by Persons in the United States of America or any Territory thereof, engage in activities, projects or services similar in nature or competitive with those of the City, limited only by the confidential information described in Section 4, or (c) become employed by, associate with or otherwise engage any entity anywhere in the world. The City acknowledges that the provisions of this Section 12 are reasonable in light of the legitimate business needs of the City. 12. SUCCESSOR AND ASSIGNMENT. The services as contained herein are to be rendered by the Consultant whose name is as appears first above written and said Consultant shall not assign nor transfer any interest in this Agreement without the prior written consent of the City. 3 2014-274 Exhibit "A" 13. INDEMNIFICATION. The Consultant agrees to indemnify, defend and hold harmless the City of San Bernardino ("City"), its agents, officers and employees from and against all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury or property damage arising out of this Agreement from the Consultant's or the Consultant's employees or agents negligence, errors or omissions connected with the services performed by or on behalf of the Consultant pursuant to this Agreement. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. The Consultant agrees to obtain a policy of insurance in the minimum amount of $1,000,000.00 (one million dollars) to cover any and all claims. The Consultant shall provide the City with evidence that the necessary liability insurance has been obtained, and that the Agency has been named as an additional insured on said policy by the Effective Date hereof. 14. LIMITATION OF LIABILITY In no event shall Consultant be liable for indirect, special, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if Consultant has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy. Any claim by the City against Consultant relating to this Agreement must be made in writing and presented to Consultant within one (1) year after the date on which Consultant completes performance of the services specified in this Agreement or (1) year from the date the City discovers or reasonably should discover the existence of the claim. 15. MODIFICATION. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by both parties. 16. CHOICE OF LAW. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by California law, excluding any laws that direct the application of another jurisdiction's laws. 17. COMPLIANCE WITH LAWSNENUE The parties agree to be bound by applicable federal, state, and local laws, regulations and directives as they pertain to the performance of this Agreement. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 4 2014-274 Exhibit "A" 18. SEVERABILILTY In the event that any provision herein contained is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair, or invalidate any other provision contained herein. If any such provision shall be deemed invalid due to its scope of breadth, such provision shall be deemed valid to the extent of the scope of breadth permitted by law. 19. INTERPRETATION No provision of this Agreement is to be interpreted for or against either party because that party or that party's legal representative drafted such provision, but this Agreement is to be construed as if it were drafted by both parties hereto. 20. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy, shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21. NOTICE Notices herein shall be presented in person or by certified or registered United States mail, as follows: To the Consultant: The Counseling Team International 1881 Business Center Drive, Suite 11&12 San Bernardino, CA 92402 Attn: Julie Koot, CFO Phone: (909) 884 0133 x 225 To the City: City of San Bernardino Human Resources Department 300 North D Street San Bernardino, CA 92418 Attn: Helen Tran Phone: (909) 384-5161 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. 5 2014-274 Exhibit "A" 22. ENTIRE AGREEMENT This Agreement, with Attachment "A", constitutes the final, complete and exclusive statement of the terms and the agreement between the parties pertaining to the engagement of the Consultant by the City and the entire understanding of the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, no is any party relying on, any representation or warranty outside those expressly set forth in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first written above. CITY OF SAN BERNARDINO Dated: By: Allen Parker, City Manager CONSULTANT The Counseling Team International Dated: By: Julie Koot, CFO Approved as to Form: Gary Saenz, City Attorney By: 41111••-.. .'A IR 1 - 6 2014-274 Exhibit "A" Attachment "A" Scope of Work Act as Substance Abuse Professional (SAP) Employees may be referred to the Employee Assistance Program (EAP) by the City, employee organization representatives, the employee or members of the employee's family. The vendor shall, in cases involving supervisory referrals, maintain that the supervisor or person referring the employee be kept apprised of (provided the appropriate releases of information have been signed by the employee): • Whether the employee made and/or kept the EAP appointment, and • Whether the employee accepted or rejected the EAP's recommendation; • The employee's progress and status. Vendor shall provide an EAP for employees and their families who are experiencing problems, which affect job performance and overall well-being. These problems include, but are not limited to: • Mental, family and relationship conflicts • Alcohol and/or substance abuse • Co-dependency issues • Financial/budgeting issues • Stress, behavioral, or emotional problems • Child and elder care issues Service Hours Vendor services shall be available 24 hours per day, 7 days per week. After-hours phone calls shall be handled by a trained answering service. The answering services shall page counselors who are on-call. Counselor shall call employee back within 30 minutes of notification by answering service. Staffing Vendor shall maintain a sufficient professional staff, which meets all necessary qualifications and licenses to provide all of the services listed in this proposal. The majority of the vendor's counselors shall have special expertise and training in assessing substance abuse cases. Vendor shall maintain staff to support the multi-lingual needs of the City's population. 7 2014-274 Exhibit "A" Family Members For this proposal, the term family member shall include spouse; son, daughter, stepson, stepdaughter, mother, father, mother-in-law, father-in-law, nephews, and nieces, if they reside in the same household and are dependent upon the employee. Requests for Service Upon request from any City employee or member of their family residing with the employee, vendor shall conduct a preliminary evaluation and provide counseling services and make appropriate referrals to mental health and /or substance abuse programs. All requests for services shall be responded to within twenty-four (24) hours. All emergency or life-threatening situations shall be responded to immediately. Vendor shall provide psychological counseling services program that shall include the following: • Conduct a Preliminary Evaluation • Provide Counseling Services • Provide follow-up of employee and/or family members under treatment • Provide consultations with supervisors regarding problem employees • Provide information regarding all aspects of the EAP • Provide supervisory training relative to EAP • Conduct educational seminars and briefings for management on services provided in the Employee Assistance Program • Conduct educational seminars on a variety of topics as agreed upon with City of San Bernardino Human Resources staff, six (6) times per fiscal year. • Assist the City in development of policies and procedures for EAP • Assist the City in introducing the EAP to the City employees • Provide Critical Incident intervention services • Provide referral of employees to substance abuse programs • Provide Substance Abuse Professional Services 8 2014-274 Exhibit "A" CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND THE COUNSELING TEAM INTERNATIONAL This Consultant Service Agreement (this "Agreement") is made and entered into this 2lstday of July, 2014 ("Effective Date") by and between the City of San Bernardino, a Municipal Corporation and Charter City, (hereinafter referred to as the "City") and The Counseling Team International, (hereinafter referred to as the "Consultant") (sometimes jointly referred to herein as the "Parties"). WITNESSETH: A. WHEREAS, The CITY of San Bernardino is in need of a Consultant to provide general liability claims administrative services , and B. WHEREAS, it has been determined by the Human Resources Department that Consultant represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, CONSULTANT is competent, experienced and able to perform said responsible services; and D. WHEREAS, CONSULTANT will provide the most advantageous and responsible services; NOW THEREFORE, in consideration of mutual covenants contained in this Agreement and the mutual benefits to be derived there from, the parties agree as follows: 1. TERM. This agreement shall be in full force and effect from the effective date of the term through June 30, 2015, with the option of three one year extensions. 2. CONSULTANT RESPONSIBILITIES: Consultant is responsible for performing the work as identified in Attachment "A", contained herein. The Consultant commits the necessary principal personnel to the performance of such services for the duration of this Agreement. 3. CITY RESPONSIBILITIES The City shall provide, in a reasonable timely fashion, the Consultant with any documentation, records, reports, statistics or other data or information pertinent to the provision of services, which are reasonably available to the City. The City will provide a contact person to assist in the timely resolution of any issues that may arise. 4. CONFIDENTIALITY OF REPORTS The Consultant shall keep confidential all reports, information and data received, prepared or assembled pursuant to performance hereunder. Such information shall not be made 2014-274 Exhibit "A" available to any person, news release, firm, corporation, or entity without prior written consent of the City or as otherwise required by law. 5. COMPENSATION The compensation for Employee Assistance Program for the City of San Bernardino will not exceed the annual amount of $42,500.00. This fee is inclusive of all professional fees and expenses. City shall pay Consultant a sum not to exceed three thousand dollars and no cents ($3,000.00) per month plus employee evaluation fees not to exceed $6,500.00 (annually) commencing July 1, 2014. Consultant shall submit an invoice for services rendered, which coincides with the monthly service reports. Upon execution of this Agreement, pretreatment and counseling services shall be made available at no cost to all City of San Bernardino employees, including Water Department and Successor Agency employees and their families. If Consultant needs to refer any individuals covered under this Agreement to another professional individual or agency, the cost incurred for such other professional service shall be solely the responsibility of the individual employee; City shall have no liability thereafter. Every effort will be made to refer employees to free services or agencies providing services covered by available insurance, or those agencies that operate on an ability-to-pay basis. 6. NONDISCRIMINATION; MONITORING AND REPORTING WORK PERFORMANCE. In the performance of this Agreement and in the hiring and recruitment of employees, Consultant shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, genetic information, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. CONFLICT OF INTEREST The Consultant shall maintain a code or standard of conduct. The Consultant shall neither solicit nor accept gratuities, favors, or anything of monetary value for work completed under the Scope of Services. To the extent permissible by state laws, rules and regulations, the standards adopted by the Consultant shall provide for penalties, sanctions, or other disciplinary actions to be applied for violations of such standards by the Consultant. 8. INDEPENDENT CONTRACTOR The Parties intend that the relationship between them created under the Agreement is that of an independent contractor only. The Consultant shall perform each element of the work set forth in the Scope of Services as an independent contractor and shall not be considered an employee of the City. This Agreement is by and between the Consultant and the City, and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture or association, between the City and the Consultant. The City is interested only in the results obtained under the Agreement; unless otherwise indicated and under unusual circumstances, the manner and means of performing the services are subject to the Consultant's sole control. The Consultant shall have no right or authority to bind or commit the City. The Consultant shall not be entitled to any benefits, including, without limitation, worker's compensation, disability insurance, vacation or sick pay. The Consultant shall be responsible for providing at its expense, and in its name, disability, worker's compensation or other insurance. 2 ' 2014-274 Exhibit "A" The Consultant assumes full and sole responsibility for, and shall therefore pay, any and all federal and state income taxes, Social Security, estimated taxes, unemployment taxes, and any other taxes incurred as result of the compensation set forth herein. The Consultant agrees further to provide the City with proof of payment upon reasonable demand. The Consultant holds the City harmless from and against any and all claims, demands, losses, costs, fees, liabilities, taxes, penalties, damages or injuries suffered by the City (including, but not limited to, attorney fees and court costs, whether or not litigation is commenced) arising out of the failure of the Consultant to comply with this provision. Further, this right indemnification shall apply to any and all claims, demands, losses, costs, fees, liabilities, taxes, penalties, damages and injuries suffered by the City as a result of the classification of the Consultant as independent contractor under this Agreement. 9. RECORDS The Consultant shall keep full and accurate records of all consulting work performed under this Agreement. All records, content, sketches, drawings, prints, computations, charts, reports and other documentation made in the course of the consulting work performed hereunder, or in anticipation of the consulting work to be performed in regard to this Agreement, shall at all times be and remain the sole property of the City and the Consultant shall turn over to the City all copies of the Work Records within seven (7) calendar days after a written request by City. 10. BUSINESS LICENSE/TIN Consultant shall obtain a San Bernardino business license and provide the City with evidence that its license has been obtained on or before receipt of payment hereunder. The Consultant agrees to keep said license current and valid throughout the term of this Agreement. Consultant shall obtain a state and federal taxpayer identification number and shall provide evidence to the City that this number has been obtained. 11. RIGHT TO OBTAIN OTHER CONTRACTURAL ARRANGEMENTS. The Consultant at any time has the right: (a) accept employment or other association with any person, city or company in the United States of America or any Territory thereof, or through media reasonably accessible by persons in the United States of America or any Territory thereof, or (b) in the United States of America or any Territory thereof, or through media reasonably accessible by Persons in the United States of America or any Territory thereof, engage in activities, projects or services similar in nature or competitive with those of the City, limited only by the confidential information described in Section 4, or (c) become employed by, associate with or otherwise engage any entity anywhere in the world. The City acknowledges that the provisions of this Section 12 are reasonable in light of the legitimate business needs of the City. 12. SUCCESSOR AND ASSIGNMENT. The services as contained herein are to be rendered by the Consultant whose name is as appears first above written and said Consultant shall not assign nor transfer any interest in this Agreement without the prior written consent of the City. 3 2014-274 Exhibit "A" 13. INDEMNIFICATION. The Consultant agrees to indemnify, defend and hold harmless the City of San Bernardino ("City"), its agents, officers and employees from and against all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury or property damage arising out of this Agreement from the Consultant's or the Consultant's employees or agents negligence, errors or omissions connected with the services performed by or on behalf of the Consultant pursuant to this Agreement. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. The Consultant agrees to obtain a policy of insurance in the minimum amount of $1,000,000.00 (one million dollars) to cover any and all claims. The Consultant shall provide the City with evidence that the necessary liability insurance has been obtained, and that the Agency has been named as an additional insured on said policy by the Effective Date hereof. 14. LIMITATION OF LIABILITY In no event shall Consultant be liable for indirect, special, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if Consultant has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy. Any claim by the City against Consultant relating to this Agreement must be made in writing and presented to Consultant within one (1) year after the date on which Consultant completes performance of the services specified in this Agreement or (1) year from the date the City discovers or reasonably should discover the existence of the claim. 15. MODIFICATION. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by both parties. 16. CHOICE OF LAW. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by California law, excluding any laws that direct the application of another jurisdiction's laws. 17. COMPLIANCE WITH LAWSNENUE The parties agree to be bound by applicable federal, state, and local laws, regulations and directives as they pertain to the performance of this Agreement. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 4 2014-274 Exhibit "A" 18. SEVERABILILTY In the event that any provision herein contained is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair, or invalidate any other provision contained herein. If any such provision shall be deemed invalid due to its scope of breadth, such provision shall be deemed valid to the extent of the scope of breadth permitted by law. 19. INTERPRETATION No provision of this Agreement is to be interpreted for or against either party because that party or that party's legal representative drafted such provision, but this Agreement is to be construed as if it were drafted by both parties hereto. 20. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy, shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21. NOTICE Notices herein shall be presented in person or by certified or registered United States mail, as follows: To the Consultant: The Counseling Team International 1881 Business Center Drive, Suite 11&12 San Bernardino, CA 92402 Attn: Julie Koot, CFO Phone: (909) 884 0133 x 225 To the City: City of San Bernardino Human Resources Department 300 North D Street San Bernardino, CA 92418 Attn: Helen Tran Phone: (909) 384-5161 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. 5 1 2014-274 Exhibit "A" 22. ENTIRE AGREEMENT This Agreement, with Attachment "A", constitutes the final, complete and exclusive statement of the terms and the agreement between the parties pertaining to the engagement of the Consultant by the City and the entire understanding of the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, no is any party relying on, any representation or warranty outside those expressly set forth in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first written above. CITY OF SAN BERNARDINO Dated: 79 i-/ By: a A/ Pa rk er y Manager CONSULTANT The Counseling Team International` � Dated: b By: / (4 Julie ost, CFO Approved as to Form: Gary Saenz, City Attorney By: 4110•-_• •_ - 6 1 • 2014-274 Exhibit "A" Attachment "A" Scope of Work Act as Substance Abuse Professional (SAP) Employees may be referred to the Employee Assistance Program (EAP) by the City, employee organization representatives, the employee or members of the employee's family. The vendor shall, in cases involving supervisory referrals, maintain that the supervisor or person referring the employee be kept apprised of (provided the appropriate releases of information have been signed by the employee): • Whether the employee made and/or kept the EAP appointment, and • Whether the employee accepted or rejected the EAP's recommendation; • The employee's progress and status. Vendor shall provide an EAP for employees and their families who are experiencing problems, which affect job performance and overall well-being. These problems include, but are not limited to: • Mental, family and relationship conflicts • Alcohol and/or substance abuse • Co-dependency issues • Financial/budgeting issues • Stress, behavioral, or emotional problems • Child and elder care issues Service Hours Vendor services shall be available 24 hours per day, 7 days per week. After-hours phone calls shall be handled by a trained answering service. The answering services shall page counselors who are on-call. Counselor shall call employee back within 30 minutes of notification by answering service. Staffing Vendor shall maintain a sufficient professional staff, which meets all necessary qualifications and licenses to provide all of the services listed in this proposal. The majority of the vendor's counselors shall have special expertise and training in assessing substance abuse cases. Vendor shall maintain staff to support the multi-lingual needs of the City's population. 7 2014-274 Exhibit "A" Family Members For this proposal, the term family member shall include spouse; son, daughter, stepson, stepdaughter, mother, father, mother-in-law, father-in-law, nephews, and nieces, if they reside in the same household and are dependent upon the employee. Requests for Service 1 Upon request from any City employee or member of their family residing with the employee, vendor shall conduct a preliminary evaluation and provide counseling services and make appropriate referrals to mental health and /or substance abuse programs. All requests for services shall be responded to within twenty-four (24) hours. All emergency or life-threatening situations shall be responded to immediately. Vendor shall provide psychological counseling services program that shall include the following: • Conduct a Preliminary Evaluation • Provide Counseling Services • Provide follow-up of employee and/or family members under treatment • Provide consultations with supervisors regarding problem employees • Provide information regarding all aspects of the EAP • Provide supervisory training relative to EAP • Conduct educational seminars and briefings for management on services provided in the Employee Assistance Program • Conduct educational seminars on a variety of topics as agreed upon with City of San Bernardino Human Resources staff, six (6) times per fiscal year. • Assist the City in development of policies and procedures for EAP • Assist the City in introducing the EAP to the City employees • Provide Critical Incident intervention services • Provide referral of employees to substance abuse programs • Provide Substance Abuse Professional Services 8