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HomeMy WebLinkAbout2018-1701 2 3 4 5 6 7' 8 9 10' 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-170 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF A VENDOR SERVICES AGREEMENT BETWEEN THE COUNSELING TEAM INTERNATIONAL (TCTI) AND THE CITY OF SAN BERNARDINO WHEREAS, the Mayor and City Council previously authorized the execution of a vendor services agreement between The Counseling Team International (TCTI), and the City of San Bernardino ("Agreement") by Resolution No. 2014-274; and WHEREAS, the Mayor and City Council are satisfied with the services provided by The Counseling Team International (TCTI) pursuant to the terms of Agreement; and WHEREAS, the current term of the Agreement will expire on June 30, 2018; and WHEREAS, the Mayor and City Council have determined that a renewal to the Agreement with certain modifications to the term and annual amount will result in a savings and improvement to the City's Employee Assistance Program (EAP). NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The City Manager is hereby authorized and directed to execute the Vendor Services Agreement between the City of San Bernardino and The Counseling Team International (TCTI) for Employee Assistance Program (EAP) services, a copy of which is attached hereto marked Exhibit "A" and incorporated herein by reference as fully as though set forth at length. The City Manager is authorized to exercise the City's discretion for the option of three (3) one-year extensions. SECTION 2. The Director of Finance or designee is hereby authorized to issue an amended Purchase Order to The Counseling Team International (TCTI) for Employee Assistance Program (EAP) services for the total annual amount of $42,500.00 which includes the base annual amount of $36,000.00 and $6,500.00 for additional services (psychological testing). In the event the City exercises the first two (2) of the optional one-year extensions, the base annual amount will remain at $36,000.00, and the additional services (psychological testing) amount will remain at $6,500.00 for Year 2 (Fiscal Year 2019/20) and Year 3 (Fiscal Year 2020/21) of the 1 2 3 4 5 6 7 8 9 10 11 12 13 14-- 15 16 17 18 19 20 21 22 23 24 25 26 27 28 agreement. In the event the City exercises the option for the third year an increase of 3% will apply only to the original base amount of $36,000.00 and the additional services (psychological testing) amount will remain at $6,500.00 for Year 4 (Fiscal Year 2021/22). SECTION 3. The authorization granted hereunder shall expire and be void and of no further effect if the Agreement is not executed by both parties and returned to the Office of the City Clerk within sixty (60) days following the effective date of this Resolution. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF A VENDOR SERVICES AGREEMENT BETWEEN THE COUNSELING TEAM INTERNATIONAL (TCTI) AND THE CITY OF SAN BERNARDINO I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a Joint Regular Meeting thereof, held on the 20th day of June 2018, by the following vote, to wit: Council Members: AYES NAYS MARQUEZ -C BARRIOS %f VALDIVIA XCs SHORETT NICKEL RICHARD k MULVIHILL ABSTAIN ABSENT Georgeann Ffama, CM tv Clerk The foregoing Resolution is hereby approved this 20'' day of June 2018. R. Carey DaVeimardino Mayor City of San Approved as to form: Gary D. Saenz, City Attorney By EXHIBIT A VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND THE COUNSELING TEAM INTERNATIONAL This Vendor Services Agreement (the "Agreement") is entered into this 15t day of July 2018, (Effective Date) by and between The Counseling Team International ("Vendor") and the City of San Bernardino ("City") (Vendor and the City may be collectively referred to as the "Parties.") WITNESSETH: A. WHEREAS, The City of San Bernardino is in need of a Vendor to provide, employee assistance services; and B. WHEREAS, it has been determined by the Human Resources Department that Vendor 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, Vendor is competent, experienced and able to perform said services; and D. WHEREAS, Vendor will provide the most advantageous and responsible services. NOW, THEREFORE, the parties hereto agree as follows: 1.0. SERVICES PROVIDED BY VENDOR 1.1. Scone of Services. For the remuneration stipulated, Vendor shall provide the professional services described in the Scope of Services attached hereto as Exhibit "B" and incorporated herein by this reference. 1.2. Professional Practices. Vendor is responsible for performing the work as identified in Attachment "B", contained herein. The Vendor shall commit the necessary principal personnel to the performance of such services for the duration of this Agreement. The City shall provide, in a reasonable timely fashion, the Vendor 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. 1.3. Warranty. Vendor warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this agreement. Vendor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgements of every nature and description including reasonable attorney's fees and costs, presented, 1 brought, or recovered against City for, or on account of any liability under any of the above- mentioned laws, arising from or related to Vendor's performance under this Agreement. 1.4. Non-discrimination. In the performance of this Agreement and in the hiring and recruitment of employees, Vendor 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. 1.5. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Vendor may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Vendor's sole cost and expense. 1.6. Conflicts of Interest. During the term of this Agreement, Vendor shall at all times maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the CITY. 1.7 City Business Certificate. Vendor 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 Vendor agrees to keep said license current and valid throughout the term of this Agreement. Vendor shall obtain a state and federal taxpayer identification number and shall provide evidence to the City that this number has been obtained. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Except as provided herein, for the first year beginning July 1, 2018 through June 30, 2019, Vendor shall be paid an amount not to exceed the annual amount of $42,500.00, which includes the base annual amount of $36,000.00 and an additional amount of $6,500.00 for additional services as provided for in section 2.2 of this Agreement. In the event the City exercises the first two (2) of the optional one-year extensions under section 3.1 of this Agreement, the base annual amount will remain at $36,000.00, and the additional services amount will remain at $6,500.00 for Year 2 (Fiscal Year 2019/20) and Year 3 (Fiscal Year 2020/21) of the Agreement. In the event the City exercises the option for the third year, an increase of 3% will apply only to the original base amount of $36,000.00 and the additional services amount will remain at $6,500.00 for Year 4 (Fiscal Year 2021/22). 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 Vendor 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. Vendor shall make every effort 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. 2.2. Additional Services. Psychological Testing for pre -hire applicants shall be billed at the rate of $300.00 per applicant (costs for this service shall not be incurred unless services 2 are requested by the City and those services are provided by the Vendor). Except as otherwise provided for in this Agreement, costs for additional services shall not exceed $6,500.00 annually. 2.3. Method of Billing. Vendor shall submit an invoice for services rendered, which coincides with the monthly service reports. Said invoice shall be based on the total of all Vendor's services which have been completed to City's sole satisfaction. The invoice shall include the names of the person examined and the dates of said examinations. 2.4. Confidentiality of Reports. The Vendor shall keep confidential all reports, information and data received, prepared or assembled pursuant to performance hereunder. Such information shall not be made available to any person, news release, firm, corporation, or entity without prior written consent of the City or as otherwise required by law. The Vendor 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 Vendor shall turn over to the City all copies of the Work Records within seven (7) calendar days after a written request by City. 3.0. TERM AND NOTIFICATION 3.1. Term. This Agreement shall commence on the July 1, 2018 and continue through June 30, 2019, with the option of three (3) one (1) year extensions, exercisable at the City's sole discretion. 3.2. Termination. City or Vendor may terminate the services provided under Section 1.1 of this Agreement upon thirty (30) days' written notice to the other party. In the event of termination, Vendor shall be paid the reasonable value of services rendered to the date of termination. 3.3. Documents. In the event of termination of this Agreement, all documents prepared by Vendor in their performance of this Agreement shall be delivered to the City within ten (10) days of delivery of termination notice to Vendor, at no cost to City. Any use of uncompleted documents without specific written authorization from Vendor shall be at City's sole risk and without liability or legal expense to Vendor. 4.0. INSURANCE 4.1. Minimum Scope and Limits of Insurance. Vendor shall obtain and maintain during the term of this Agreement all of the following insurance coverages: (a) Commercial 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. 3 (d) Professional Liability coverage with limits of at least One Million Dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) aggregate, covering the risk of errors and omissions, negligent acts and costs of claims/litigation, including investigation and court costs. If the coverage is written on a "claims -made" form, Vendor must ensure that the policy retroactive date is before the date of the Agreement is awarded, that coverage is maintained during the duration of performance of the Agreement or the Agreement period (whichever is longer) and the policy has a reporting period or run-off provision of at least three (3) years following completion or termination of the performance of professional services under this Agreement. 4.2. Endorsements. The commercial 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 materially changed 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. Certificate of Insurance. Vendor 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. 4.4. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Vendor may be held responsible for payments of damages to persons or property. 5.0. GENERAL PROVISIONS 5.1. 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 Vendor 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. 5.2. Notice. Notices herein shall be presented in person or by certified or registered United States mail, as follows: IF TO VENDOR: The Counseling Team International Nancy K. Bohl-Penrod, Ph.D. 1881 Business Center Drive, Suite 11 &12 San Bernardino, CA 92402 El IF TO CITY: City of San Bernardino Helen Tran 290 North D Street San Bernardino, CA 92401 Phone: (909) 884-0133 x 225 Phone: (909) 384-5161 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service 5.3. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and member of his office in enforcing this contract on behalf of the City shall be considered as "attorneys' fees" for the purposes of this Agreement. 5.4. Governing 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. 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. 5.5. Successor and Assignment. The services as contained herein are to be rendered by the Vendor whose name is as appears first above written and said Vendor shall not assign nor transfer any interest in this Agreement without the prior written consent of the City. 5.6. Indemnification and Hold Harmless. The Vendor 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 Vendor's or the Vendor's employees or agents negligence, errors or omissions connected with the services performed by or on behalf of the Vendor 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. In no event shall Vendor 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 Vendor 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 Vendor relating to this Agreement must be made in writing and presented to Vendor within one (1) year after the date on which Vendor 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. 5 5.7. Independent Contractor. The Parties intend that the relationship between them created under the Agreement is that of an independent contractor only. The Vendor 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 Vendor 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 Vendor. 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 Vendor's sole control. The Vendor shall have no right or authority to bind or commit the City. The Vendor shall not be entitled to any benefits, including, without limitation, worker's compensation, disability insurance, vacation or sick pay. The Vendor shall be responsible for providing at its expense, and in its name, disability, worker's compensation or other insurance. The Vendor 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 Vendor agrees further to provide the City with proof of payment upon reasonable demand. The Vendor 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 Vendor 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 Vendor as independent contractor under this Agreement. 5.8. Conflict of Interest Disclosure. Vendor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interest that may be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participation in making decisions that will have a foreseeable financial effect on such interest. Vendor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of the Agreement by City. 5.9. Responsibility for Errors. Vendor shall be responsible for its work and results under this Agreement. Vendor, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Vendor occurs, then Vendor shall, at no cost to City, provide all other Vendor's professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 5.10. Prohibited Employment. Vendor shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Vendor and no other parties are intended to be direct or incidental n beneficiaries of this Agreement and not third party shall have any right in, under or to this Agreement. 5.13. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 5.14. Amendments. 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. 5.15. 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. 5.16. Severability. 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. 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. 5.17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 5.18. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so; the parties hereto are formally bound to the provisions of this Agreement. 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. ATTEST: Georg Hanna, Ci Clerk Dated: 7Z3—h9' Approved as to Form: By: Gary D. Saenz, City Attorney Dated: %1--�/ IS LV CITY OF SAN BERNARDINO By: dMijo d&/jA Andrea M. Miller, City Manager Dated: (1AL, 2, LU A , I i'_r�.. :• �- i HN • Dated: n -10-f.6. EXHIBIT B Scope of Work Act as Substance Abuse Professional (SAP) Employees may be referred to the 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 Employee Assistance Program (EAP) for employees and their families who are experiencing problems, which affect job performance and overall wellbeing. 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. 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 "Employee Assistance Program" • Provide supervisory training relative to Employee Assistance Program. • 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 Employee Assistance Program. • Assist the City in introducing the Employee Assistance Program to the City employees • Provide Critical Incident intervention services • Provide referral of employees to substance abuse programs. • Provide Substance Abuse Professional Services. 10