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HomeMy WebLinkAbout2018-1971 2 3 4 5 6 7 8 9 101 11 12 13' 14 15 161 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-197 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF A VENDOR SERVICES AGREEMENT BETWEEN DR. WILLIAM SOLTZ, PH.D., INC., AND THE CITY OF SAN BERNARDINO FOR PRE-EMPLOYMENT AND FITNESS FOR DUTY PSYCHOLOGICAL EVALUATIONS FOR POLICE SAFETY OFFICERS WHEREAS, the City of San Bernardino is in need of a Vendor to provide pre- employment and fitness for duty psychological evaluations for both current and potential police safety officers; and WHEREAS, the services provided by Dr. William Soltz, Ph.D. Inc. pursuant to the terms of the previous Agreement resulted in the City complying with the Peace Officer Standards Training (POST) requirements for all police safety officers; and and WHEREAS, the current term of the previous Agreement expired on June 30, 2018; WHEREAS, staff has determined that entering into a new Agreement with Dr. Soltz will result in the City having a knowledgeable and experienced psychologist conducting pre- employment and fitness for duty evaluations for the City's police safety candidates and employees and allow the City to continue to comply with the POST requirements. 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 Dr. William Soltz, Ph.D., Inc. for pre-employment and fitness for duty psychological evaluations for police safety candidates and employees. A copy of said agreement is attached hereto marked Exhibit "A" and incorporated herein by reference as fully as though set forth at length. 1 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 SECTION 2. The Director of Finance or designee is hereby authorized to issue a purchase order to Dr. William Soltz, Ph.D., Inc. for pre-employment and fitness for duty psychological evaluations for police safety employees, for a total cost for FY 2018/19 not to exceed $11,700. Sufficient funding is included in the FY 2018/19 Adopted Budget for cost for services is in account number 678-110-0057-5502. 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. 2 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 DR. WILLIAM SOLTZ, PH.D., INC., AND THE CITY OF SAN BERNARDINO FOR PRE-EMPLOYMENT AND FITNESS FOR DUTY PSYCHOLOGICAL EVALUATIONS FOR POLICE SAFETY OFFICERS 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 18'b day of July 2018, by the following vote, to wit: Council Members: AYES NAYS MARQUEZ /V BARRIOS X VALDIVIA SHORETT Y NICKEL RICHARD X MULVIHILL X ABSTAIN ABSENT Georgeann 44anna, 6k, City Clerk The foregoing Resolution is hereby approved this 18a` day of July 2018. R. Carey Davis ayor City of San B ardino Approved as to form: Gary D. Saenz, City Attorney 3 EXHIBIT A VENDOR SERVICES AGREEMENT BETWEEN DR. WILLIAM SOLTZ, PHD., INC., AND THE CITY OF SAN BERNARDINO This Vendor Services Agreement (the "Agreement") is entered into this 1s' day of July 2018, (Effective Date) by and between Dr. William Soltz, Ph.D., Inc., ("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 pre- employment physicals and Fitness For Duty psychological testing for San Bernardino Police Safety Officers and, occasionally, other City employees; and B. WHEREAS, it has been determined by the Director of Human Resources 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 and C. WHEREAS, Vendor is competent, experienced and able to perform said services; 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 Scope 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 commits the necessary principal personnel to the performance of such services for the duration of this Agreement. The City shall provide, in a reasonably 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 the 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, brought, or recovered 1 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. The Vendor at any time has the right: (a) to 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) 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 2.4, or (c) to become employed by, associate with or otherwise engage any entity anywhere in the world. The City acknowledges that the provisions of this Section 1.5 are reasonable in light of the legitimate business needs of the City. 1.6. Conflicts of Interest. The Vendor shall maintain a code or standard of conduct. The Vendor 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 Vendor shall provide for penalties, sanctions, or other disciplinary actions to be applied for violations of such standards by the Vendor. 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, Vendor shall be paid an amount not to exceed $11,700 through June 30, 2019. This amount is inclusive of all professional fees and expenses. 2.2. Additional Services. Vendor shall not receive compensation for any services provided outside the Scope of Services unless the City, prior to Vendor's performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 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. N 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 July 1, 2018 and continue through June 30, 2019, unless the Agreement is previously terminated as provided for herein, or extended by amendment. 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 through 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), 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 Once Million Dollars ($1,000,000), combined single limits, per occurrence aggregate. (c) Workers' compensation insurance as required by the State of California. 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." 3 (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. Certificates 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, nor 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: IF TO CITY: Dr. William Soltz, Ph.D., Inc. Dr. William Soltz, Ph.D. 473 East Carnegie Drive, Suite 200 San Bernardino, CA 92408 (909) 886-4554 City of San Bernardino Helen Tran, Director of Human Resources 290 North D Street San Bernardino, CA 92401 (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 members 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. 4 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. 5.7. 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 5 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 of 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 beneficiaries of this Agreement and no 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. [Signature Page to Follow] 7 VENDOR SERVICES AGREEMENT BETWEEN DR. WILLIAM SOLTZ, PHD., INC., AND THE CITY OF SAN BERNARDINO 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. CITY OF SAN BERNARDINO By: Andrea M. Miller, City Manager Dated: Approved as to Form: By. Gary . Saenz, City Attorney De: 7/1 ATTEST: By: Georgean anna, Ci Jerk Dated: YZJ- o%j©%Y 8 VEt By: Date