HomeMy WebLinkAboutThe Counseling Team International - 2020-05-01 PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
THE COUNSELING TEAM INTERNATIONAL
FOR
PSYCHOLOGICAL TESTING SERVICES
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY," and The Counseling Team International, a California Corporation hereinafter referred to
as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide psychological
testing services as requested; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service
contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. These services shall
sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Nancy K. Bohl-Penrod, P.h.D. who shall
represent it and be its sole contact and agent in all consultations with CITY during the performance
of this Agreement.
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2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on /T)A-y 0/ , 20,;Z0 (the "Commencement Date"). This Agreement
shall automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no
later than three (3) years from the Commencement Date. The time for performance of the tasks
identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be
amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT.
In the event the Commencement Date precedes the Effective Date,CONSULTANT
shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY agrees
to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which
is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and
expenses, not to exceed Twenty Five Thousand Dollars ($25,000).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such
work only after receiving written authorization from CITY. Additional compensation for such
extra work shall be allowed only if the prior written approval of CITY is obtained.
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6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including,
without limitation, all original drawings, designs, reports, both field and office notices,
calculations, computer code, language, data or programs, maps, memoranda, letters and other
documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY
upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall
occur first. These materials may be used by CITY as it sees fit.
8. HOLD HARMLESS
A. CONSULTANT hereby agrees to protect, defend, indemnify and hold
harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from
and against any and all claims, damages, losses, expenses,judgments, demands and defense costs
(including, without limitation, costs and fees of litigation of every nature or liability of any kind
or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's
subcontractors,if any)negligent(or alleged negligent)performance of this Agreement or its failure
to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers,
agents or employees except such loss or damage which was caused by the sole negligence or willful
misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and
CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all
claims and liability regardless of whether any insurance policies are applicable. The policy limits
do not act as limitation upon the amount of indemnification to be provided by CONSULTANT.
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B. To the extent that CONSULTANT performs"Design Professional Services"within
the meaning of Civil Code Section 2782.8,then the following Hold Harmless provision applies in
place of subsection A above:
"CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and
against any and all claims, damages, losses, expenses, demands and defense costs (including,
without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to
the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to
defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault.
However, notwithstanding the previous sentence, in the event one or more other defendants to the
claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution
of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding
unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited
as provided in California Civil Code Section 2782.8.
C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by
CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation.
This indemnity shall apply to all claims and liability regardless of whether any insurance policies
are applicable. The policy limits do not act as a limitation upon the amount of indemnification to
be provided by CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability insurance
policy covering the work performed by it hereunder. This policy shall provide coverage for
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CONSULTANT's professional liability in an amount not less than One Million Dollars
($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not
contain a self-insured retention without the express written consent of CITY;however an insurance
policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made
policy shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation of the
scope of work (including subsequent policies purchased as renewals or
replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents that might
give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during the
required extended period of coverage following PROJECT completion. If insurance is terminated
for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two
(2) years to report claims arising from work performed in connection with this Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance required by
this section or fails or refuses to furnish the CITY with required proof that insurance has been
procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid
for its time and materials expended prior to notification of termination. CONSULTANT waives
the right to receive compensation and agrees to indemnify the CITY for any work performed prior
to approval of insurance by the CITY.
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10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall
furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverage as required by this Agreement; the certificate shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force; and
C. shall promise that such policy shall not be suspended, voided or canceled
by either party,reduced in coverage or in limits except after thirty(30)days'
prior written notice;however,ten(10)days' prior written notice in the event
of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the
work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate
from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this
Agreement. CITY or its representative shall at all times have the right to demand the original or a
copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the
premiums on the insurance hereinabove required.
11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT
shall secure at its own cost and expense, and be responsible for any and all payment of all taxes,
social security, state disability insurance compensation, unemployment compensation and other
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payroll deductions for CONSULTANT and its officers, agents and employees and all business
licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSULTANT's services hereunder at any time with or without
cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by
CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided
herein. In the event of termination, all finished and unfinished documents, exhibits, report, and
evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by
CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the
prior express written consent of CITY. If an assignment, delegation or subcontract is approved,
all approved assignees, delegates and subconsultants must satisfy the insurance requirements as
set forth in Sections 9 and 10 hereinabove.
14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material
produced as a result of this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee in
the work performed pursuant to this Agreement. No officer or employee of CITY shall have any
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financial interest in this Agreement in violation of the applicable provisions of the California
Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either
by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to
CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid,
and depositing the same in the United States Postal Service, to the addresses specified below.
CITY and CONSULTANT may designate different addresses to which subsequent notices,
certificates or other communications will be sent by notifying the other party via personal delivery,
a reputable overnight carrier or U. S. certified mail-return receipt requested:
TO CITY: TO CONSULTANT:
City of Huntington Beach The Counseling Team International
ATTN: Kristin Miller ATTN: Nancy K. Bohl-Penrod
2000 Main Street PO Box 10427
Huntington Beach, CA 92648 San Bernardino, CA 92423
17. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to any
subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless
in writing and duly executed by both parties.
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19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience of reference only and are not representative of matters included
or excluded from such provisions, and do not interpret, define, limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties. If any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent
upon any other unless so expressly provided here. As used in this Agreement, the masculine or
neuter gender and singular or plural number shall be deemed to include the other whenever the
context so indicates or requires. Nothing contained herein shall be construed so as to require the
commission of any act contrary to law, and wherever there is any conflict between any provision
contained herein and any present or future statute, law, ordinance or regulation contrary to which
the parties have no right to contract, then the latter shall prevail, and the provision of this
Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to
bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of
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the date of its execution and delivery, be deemed an original. Each duplicate original shall be
deemed an original instrument as against any party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration and
naturalization laws of the United States and shall, in particular, comply with the provisions of the
United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside the
scope of services contemplated hereunder. CONSULTANT understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall
bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the nonprevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive.
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26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the
State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement freely
and voluntarily following extensive arm's length negotiation,and that each has had the opportunity
to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and
agree that no representations, inducements, promises, agreements or warranties, oral or otherwise,
have been made by that party or anyone acting on that party's behalf, which are not embodied in
this Agreement, and that that party has not executed this Agreement in reliance on any
representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set
forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement
between the parties respecting the subject matter of this Agreement, and supersede all prior
understandings and agreements whether oral or in writing between the parties respecting the
subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Attorney.
This Agreement shall expire when terminated as provided herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH,
The Counseling Team International a municipal corporation of the State of
California
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH,
The Counseling Team International a municipal corporation of the State of
California
By: fax
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Secretary—Treasurer RECEIVE AND FILE:
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City Clerk
Date
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EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed)
In an effort for the Huntington Beach Police Department to hire quality personnel that will
serve the public, it is essential to properly screen candidates during the hiring process. The
Police Department requires a careful and complete screening of all candidates for
employment, which includes a psychological evaluation for sworn police officers and
certain classes of civilian employees.The CITY of Huntington Beach has proposed to enter
into a contract with a licensed professional to administer and evaluate pre-employment
psychological tests.
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
1. The CONSULTANT will schedule with the candidate to conduct the evaluation. The
evaluation will take place at the CONSULTANT's office or a mutually agreed upon
location
2. The CONSULTANT will provide the Police Department with a written report of each
evaluation.
3. The CONSULTANT will make themselves available for consultation with Police
Department staff when requested.
4. The CONSULTANT will conduct pre-employment psychological examinations for
sworn and selected civilian candidates of the Police Department throughout the
duration of the contract.
5. The CONSULTANT will provide fitness for duty evaluations on Police Department
employees and other psychological services on an as needed basis.
6. The CONSULTANT will provide tactical decision making and stress management
training when requested to do so.
7. The CONSULTANT will provide ongoing training to the Police Department's Trauma
Support Team when requested to do so. The training will include psychological
debriefing techniques.
8. The CONSULTANT will attend periodic Trauma Support Team meetings when
requested to do so.
9. The CONSULTANT will provide psychological therapy and debriefing services for
Police Department employees when requested to do so.
10. The CONSULTANT will provide psychological crisis intervention for Police
Department employees when requested to do so.
11. The CONSULTANT will maintain all appropriate professional licenses and
certifications.
12. The CONSULTANT will invoice the Police Department on a monthly basis for
services provided.
13. The CONSULTANT will provide worker's compensation insurance of not less than
what is set forth by CITY contract provisions.
EXHIBIT A
C. CITY'S DUTIES AND RESPONSIBILITIES:
1. Pay consultant after an invoice is received from the consultant.
2. Review all reports submitted by the consultant.
3. Negotiate rates with consultant as necessary.
4. Provide overall review of the services.
D. WORK PROGRAM/PROJECT SCHEDULE:
These services will be conducted within the contract period. It is understandable that some
services will continue beyond the contract period if the services are ongoing. These
ongoing services will not have any costs that will be assessed beyond the contract period.
EXHIBIT A
EXHIBIT "B"
Payment Schedule (Hourly Payment)
A. Hourly Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and
cost schedule:
FY 19/20—Year 1 FY 20/21 —Year 2 FY 21/22—Year 3
Pre-employment $325 per applicant $350 per applicant $350 per applicant
Psychological
Evaluations
Fitness for Duty $2,200 per FFDE $2,200 per FFDE $2,400 per FFDE
Evaluations
Tactical Decision $175 per hour $175 per hour $175 per hour
Making and Stress
Management
Training
On-going Training $175 per hour $175 per hour $175 per hour
Trauma Support $299 per attendee $299 per attendee $299 per attendee
(Peer Support) Team
Training POST Plan
III
Trauma Support $175 per hour $175 per hour $175 per hour
Team Meetings
Psychological $125 per hour $150 per hour $150 per hour
Therapy
Psychological Crisis $225 per hour $225 per hour $250 per hour
Intervention
B. Travel. Charges for time during travel are not reimbursable
C. Billing
1. All billing shall be done monthly in fifteen (15) minute increments and matched to
an appropriate breakdown of the time that was taken to perform that work and who
performed it.
2. Each month's bill should include a total to date. That total should provide,at a glance,
the total fees and costs incurred to date for the project.
3. A copy of memoranda, letters, reports, calculations and other documentation
prepared by CONSULTANT may be required to be submitted to CITY to
demonstrate progress toward completion of tasks. In the event CITY rejects or has
comments on any such product, CITY shall identify specific requirements for
satisfactory completion.
Exhibit B
4. CONSULTANT shall submit to CITY an invoice for each monthly payment due.
Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is
making satisfactory progress toward completion of tasks in accordance with this
Agreement, CITY shall approve the invoice, in which event payment shall be made
within thirty(30) days of receipt of the invoice by CITY. Such approval shall not be
unreasonably withheld. If CITY does not approve an invoice, CITY shall notify
CONSULTANT in writing of the reasons for non-approval and the schedule of
performance set forth in Exhibit "A" may at the option of CITY be suspended until
the parties agree that past performance by CONSULTANT is in, or has been brought
into compliance, or until this Agreement has expired or is terminated as provided
herein.
5. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain
all of the information required above, and in addition shall list the hours expended
and hourly rate charged for such time. Such invoices shall be approved by CITY
if the work performed is in accordance with the extra work or additional services
requested, and if CITY is satisfied that the statement of hours worked and costs
incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such an invoice shall be treated
as separate and apart from the ongoing performance of the remainder of this Agr
Exhibit B
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
THE COUNSELING TEAM INTERNATIONAL
FOR
PSYCHOLOGICAL TESTING SERVICES
Table of Contents
1 Scope of Services.....................................................................................................1
2 City Staff Assistance................................................................................................2
3 Term; Time of Performance.....................................................................................2
4 Compensation ..........................................................................................................2
5 Extra Work...............................................................................................................2
6 Method of Payment..................................................................................................3
7 Disposition of Plans, Estimates and Other Documents ...........................................3
8 Hold Harmless .........................................................................................................3
9 Professional Liability Insurance ..............................................................................4
10 Certificate of Insurance............................................................................................5
11 Independent Contractor............................................................................................6
12 Termination of Agreement.......................................................................................6
13 Assignment and Delegation......................................................................................6
14 Copyrights/Patents...................................................................................................7
15 City Employees and Officials..................................................................................7
16 Notices... .................................................................................................................7
17 Consent ....................................................................................................................8
18 Modification.............................................................................................................8
19 Section Headings .....................................................................................................8
20 Interpretation of this Agreement..............................................................................8
21 Duplicate Original....................................................................................................9
22 Immigration................................................................................................I..............9
23 Legal Services Subcontracting Prohibited................................................................9
24 Attorney's Fees..........................................................................................................10
25 Survival.....................................................................................................................10
26 Governing Law .........................................................................................................10
27 Signatories.................................................................................................................10
28 Entirety 10
29 Effective Date.................................................................................I I