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HomeMy WebLinkAboutContracts & Agreements_125-2013_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of services associated with Employee Assistance Program ("Agreement") is made and entered in this 2nd day of July, 2013 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and Community Action EAP, Inc. ("Consultant"). City and Consultant are sometimes individually referred to herein as a "Party" and,together, as the"Parties." In consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTICLE I —ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to provide Employee Assistance Program services for City's Human Resources Department(the "Services"). 1.2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services. ARTICLE 2—SERVICES OF CONSULTANT 2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference. 2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to State prevailing wage laws. ARTICLE 3 —RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services. 3.2 City designates Kimberlee J. Braun, Human Resources/Risk Manager, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. ARTICLE 4—DURATION OF AGREEMENT 4.1 The term of this Agreement shall be from July 3), 2013) through June 30, 2016. 1 1AcS\qjm\Agreemen1s\Communit4 EAP Professional services Agrement 07 2013,doc ARTICLE 5 —PAYMENTS TO CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall be in the amount of Thirteen Thousand One Hundred Forty Dollars ($13,140) plus Critical Incident Stress Debriefing at an hourly rate of One Hundred Ten Dollars ($110.00) on an as needed basis, and up to four hundred (400) Special Purpose Counseling Sessions at a reduced fee of Fifty Five Dollar ($55) per session, as outlined in Option 3 within the attached Scope of Services. City shall pay Consultant in monthly progress payments for the Services performed for each billing period in the amount of One Thousand Ninety Five Dollars($1,095). 5,2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant's invoices shall include a brief description of the Services performed, the dates the Services were performed and the number of hours spent and by whom. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice. 5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail should be addressed as follows: Cily Consultant Kimberlee J. Braun, HR/Risk Manager Robert Bruner, CEO/President Human Resources Department Community Action EAP, Inc City of Redlands 1481 Ford Street 35 Cajon Street, Suite 10 Suite 201 Redlands, CA Redlands, CA 92373 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section 5.3. ARTICLE 6— INSURANCE AND INDEMNIFICATION 6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant. Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City. 62 Consultant shall secure and maintain Workers' Compensation and Employer's Liability insurance throu(Thout the duration of its performance of the Services in accordance with Z the laws of the State of California. with an insurance carrier acceptable to City. 1:;ea'djm\,Ixgreements',Community EAP Profess ronal services Agreement 07.2013.doe 6.3 Consultant shall secure and maintain comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. 6.4 Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made. 6.5 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, fosses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by and negligent act, omission or failure to act by Consultant, its officers, employees and agents in performing the Services. ARTICLE 7—CONFLICTS OF INTEREST 7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real .property or investment that would be affected in any manner or degree by the performance of Consultant's Services. Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement. 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: A. Does not make or participate in: (i) the making or any City governmental decisions regarding approval of a rate, rule or regulation, or the adoption or enforcement of laws; (ii) the issuance, denial, suspension or revocation of City permits, licenses, applications, certifications, approvals, orders or similar authorization or entitlements: (iii) authoring City to enter into, modify or renew a contract; (iv) granting City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) granting City approval to a plan, design, report, study or similar item; (vi) adopting, or granting City approval of policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same 3 1:"Ca\djmAgreements',.Communiq,FAP.Professional Services Agreement 07.201 .doe duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of interest Code under Government Code section 87302. 7.3 In the event City officially determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, State of Economic Interests with the City Clerks' office pursuant to the written instructions provided by the City Clerk. ARTICLE 8—GENERAL CONSIDERATIONS 8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. 8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms, and conditions of this Agreement. 8.3 Project related documents, records, drawings, designs, cost estimates, electronic data files, databases and any other documents developed by Consultant in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City. Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk. 8.4 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor of its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supply necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of or on behalf of City. Consultant shall have no authority, express by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied,to bind City to any obligation. 8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City; provided, however this Agreement may be terminated by City, in its sole discretion, by providing twenty (20) days prior written notice to Consultant (delivered by certified mail, return receipt requested) of City's intent to terminate. If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment dude Consultant at the time of termination may be adjusted to the extent of any additional costs to City 4 1:\caidjtn\Agreeinents=Community EAR Professional Services Agreement 07,2013.doc occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination. 8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant. 8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, an amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS Community Action EAP, Inc. A Ot By: B Pete AguiYar, Mayor obert Bruner, CEO/Presi ent Attest: ASamhvi , City Clerk 5 1:\ca',djjii',,iXgreements'%Community EAR Professional services Agreement 07.201 Idoe Community Action EAP's Itemized Cost Proposal for the City of Redlands The program cost per month is considered a flat administrative fee,based on an approximate employee count of 523, allowing for additional costs as specified. Administrative Fee Per Month Per Hour Rate/Per Unit Cost Per Year All Inclusive OPTION 3 $1095. 00 $13,140.00 (RFP Non-Safety/SafetyParticipants) (converts to$2.09 pepm) (Not including additional costs incurred) Non-Safety Up to 3 Sessions As RFP Specified Included Up to 2 Additional Sessions for Informal Mgr Referral(5) Included Up to 5 Additional Sessions for Formal Mgr Referral(10) Included Safety Up to 10 Sessions as RFP Specified Included Up to 400 Special Purpose Counseling Sessions Reduced fee of$55.00 per session As RFP specified over 3 years National Licensed/Certificated Provider Network Included Unlimited Employee Orientation Included Management Training/Orientation Included Work Group Conflict Resolution Intervention (On request,included) CAEAP's Website/Promotional Materials Included EAP Publicity Program of Materials Included Work/Life cons uitation/referral/resources Included Financial Included Legal Included Eldercare Included Childcare Included ID Theft Prevention/Recovery Included Balancing Work/Life Web Included Wellness Service Program Included Quarterly Newsletters Online Included Special Personal Request Information Search Included Unlimited Wellness Seminars/Workshops Included Wellness Information Library Web Included Life Management/Enhancement Coaching Included Management/1111 Consultation Included Management/Supervisory Referral Included Substance Abuse Services Included Supervisory Referrals ,Included Organizational Policy Referrals Included DOT Mandated SAP Services (On request,included) Critical Situation Intervention for Personal Issues Included Workplace-related Crisis Response/Intervention $110 per hr up to 6 hrs per incident Critical Situation(Crisis)Management Support Included - Quarterly/Annual Utilization Reporting Included 5 Proprietary