HomeMy WebLinkAboutContracts & Agreements_191-2013_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of services associated xvith the City of Redlands'
Employee Assistance Program ("Agreement") is made and entered in this 17th day of
September. 2013 ("Effective Date"), by and between the City of Redlands. a municipal
corporation ("City)" and The Counseling Team International ("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 to
City's Safety Personnel (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.
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ARTICLE 21 - SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
"A.- entitled -Option 2.- which is attached hereto and incorporated herein by reference.
Consultant shall cot
-nply with applicable federal, state and local laws and regulations in
the performance of this Agreement.
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 Resourcest`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 AGREEME-NT
4.1 The term of this Agreement shall commence on September 17. 2013 and end on Jule 1,
2014. unless earlier terminated as provided for herein.
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ARTICLE 5 — PAYMENTS 1-0 CONSULTANT
5.1 City shall pay Consultant inmonthly progress payments for the Services performed for
each billing period in the amount of Eight Hundred Dollars ($ per month. plus
[�1�� ln�id�t�r�sD�iefing �� hom1yo� o[O� Hu�redGeventvFive Dollars
(&|75.00) ou an as needed humiu, plus training classes at an hourly rate ofOne Hundred
Twenty Five ($125.00'). plus fifty dollar ($50.00) travel fee on an as needed basis, as
outlined in Option of Consultant's proposal.
5.2 Consultant ohu)| submit monthly iovniucy to City describing the 0crvioum perfbrnned
during the preceding month. Consultant's invoices shall include abrief 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 '30l days after receipt and
upynovo| hyCity ofConsu}ban<`s invoice.
5.3 All notices shall be given in writing by personal delivery orhy mail. Notices sent by mail
should be addressed as follows:
0v Consultant
hiirnbcdec ]. Braun, HR/ Risk Manager Nancy }{. |3nh|-Pcnnnd, Ph.[}, Director
Human Resources Department The Counseling]cunlInternational
CitvofRedlands 10801 Business Center Drive
]5Cajon Strcc1, Sui{c 10 Suite | l
Redlands, CA San Bernardino, CA 92400
When ooaddressed. such notices shall be docmCdgiven upon deposit iothe United States
Mail. Changes may be made inthe names and addresses o[the person towhom notices
and payments are 10 be given bygiving notice pursuant iothis section 5.3.
ARTICLE 6— INSURANCE AND INDEMNIFICATION
6.\ inuucunuc required by this Agreement mhu|i be nnuintuiouJ by Consultant for the duration
of its perfnnn000cofthe Services. Consultant shall not perform any Services unless and
umd| the required insurance listed b#}ovv 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 mho|| include u provision
prohibiting cancellation or modification of the policy except upon thirty (30) duvs prior
written notice 1oCity.
6-2 Consultant shall secure and maintain Workers' Conopmnundoo and Employer's Liability
insurance in accordance with the laws of the State of California. with an insurance carrier
acceptable 1oCity.
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h.3) Consultant uho|| secure and maintain comprehensive general liability insurance with
carriers acceptableh/ City. Minimum coverage of One Million Dollars ($i ) per
occurrence and Two K1iUion [koUuco ($2,000,000) mgonegu1m for public liability, property,
damage and personal injury is rcquircd. City shall bcoorned asuoadditional insured and
such insurance ahuU be primary and non-contributing to any insurance or self-insurance
maintained hvCity.
6.4 Consultant shall scuunc and maintain professional huhi|itY insurance throughout the term
of this Agreement iothe amount ofOne Million Dollars ($|,00O]}O0)per claim made.
6.5 Consultant abu|| dcRend, indernoifv and hold hurm|cau City and its ckc1cd officials,
employees and agents hznn and againstmny and all c|aimna, losses or liability,` inxcluding
attorneys` fees, arising from injury or death k` persons or damage to property occasioned
by and negligent act or onnismion, or willful misconduct, of Consultant, or its officers,
employees and agents in performingthe Services.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it docs not have any investment or iUturcoi in
any real property that may be the subject of this /\grccnmcn| or any other source of
income, in1cnoa1 in real property or investment that would be u[f:otcd in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the pccfbmnunco of its duties hereunder, no person having any such
interest shall pu[fhon any Services under this /\grccnnonT.
7.2 Consultant agrees it is not u designated comp|nycc within the meaning of the Political
Reform Act because Consultant:
A. [}000 not make orparticipate in:
(i) the rnokine, or any City governmental decisions regarding uppux/o| of
rate, rule orregulation, ncthe adoption orenforcement o[laws:
(i i) the issuance, denial, suspension or revocation of City permits, |iuunaey,
applications., ccdiOcotions, approvals, orders or similar authorization or
entitlements;
'iii) authoring City kxenter into, modify orrenew ucontnsct
(iv) granting City approval to a contract that requires City approval and to
which City isupnrty, oriothe specifications for such 4contuu �
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(v) granting ty approval to u plan, demign, nzpo,i_ study orsimni|or iteno�
(vi) adopting or granting City approval of policies. standards or guidelines for
City ocfor any subdivision thereof.
B. Does not serve in m staff capacity with City and in that capacity, participate in making
o governmental decision or otherwise perform the same or substantially the same
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duties for City that Would otherwise be performed by an individual holding a position
specified iuCi1Y`aConflict o[interest Code under Government Code section 87302.
73 In the event City determines that Consultant must disclose its financial io|ercsis.
Consultant shall complete and 6|c u Fair Political Practices Commission Poon 700,
Statement of Bconornio \n1e,eob with the City Clerk's o[5uo pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8—GENERAL CONSIDERATIONS
0.1 In the event any action is uoonnncnocJ to cufbnoe 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 n:noonoNc attorneys* fees, including fees for the
use ofin-house counsel byuParty.
8.2 Consultant shall not assign any of the Scrviocx, except with the prior written npyvuvu| of
City and in strict compliance with the terms, and conditions of this Agreement.
0.3 Consultant isfor all purposes under this Agreement un independent contractor and shall
perform the Services as an independent contractor. Neither City nor any oFits agents
ubai| have control over the conduct of Consultant o, Consultant's employees, except as
herein set forth. Consultant nbm|| supply all necessary tools and instrumentalities required
to perform the Services. Assigned personnel employed by Consultant are for its account
only, and innoevent shall Consultant orpersonnel retained by it bodeemed to have been
employed hyCity orengaged byCity for the account of, oronbehalf o[City. Consultant
yho|/ have no mu1hority, express or implied, to act on behalf ofCity in any capacity
whatsoever osmu agent, nor shall Consultant have any au1hority, express oximplied. to
hind City 1oany obligation.
84 This Agreement may be b:nninutcd by City. in its sole discretion, by providing five (5)
days prior written nmboc in Consultant (delivered by ucndfiuJ mail, rc1uom receipt
requested) ofChv`s intent to terminate. It' this Agreement is terminated by City, an
udjIuutoneo1 to Consultant's compensation obu | be made. but (1) no amount obaU be
allowed for anticipated profit or unperformed Services, and (� any payment d�c
(�onuukan1otthe iinncoftermination n�uybcndjuu�Jtothe extent ofany additional costs
to City occasioned by any default by Consultant. Upon receipt ofu1enninmt|un notice,
Consultant shall irorncdiu1c|y discontinue its provision of the Services. Consultant uho!|
hccompensated ouupro-rata basis for Services completed uptnthe date o[termination.
0.5 Consultant mbui| maintain books, lcJgcrm, invoices., accounts and other records and
documents evidencing costs and expenses related to the Services for uperiod ofone (\)
year, or for any longer period required by lavv, from the date of final payment to
Consultant pursuant tothis Agreement. Such books shall bcavailable a1reasonable times
for examination hvCity utthe office ofConsultant.
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8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understand i n(1, 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.
8.7 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 The Co'yqseling Team International.
By: jBy:
i yu
a V
,11c
Pete Agullar, Mayor , y BohJ,,/!P,1
4nc T�nrod, Director t
Attest:
Sam Irwin. (tvr 0-lerk
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