Loading...
HomeMy WebLinkAboutAGMT - Nancy K. Bohl, Inc., dba The Counseling Team Int'l (TCTI)PROFESSIONAL SERVICES AGREEMENT between City of Seal Beach 211 8th Street Seal Beach, CA 90740 and Nancy K. Bohl, Inc., dba The Counseling Team International (TCTI) 1881 Business Center Dr., Suite 11 & 12 San Bernardino, CA 92408 909-884-0133 This Professional Service Agreement ("the Agreement) is made as of June 23, 2021 (the "Effective Date'), by and between Nancy K. Bohl, Inc., dba The Counseling Team International ("Consultant'), a California Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those professional, short-term, psychological and training services ("Services") set forth in the Consultant's Proposal, attached hereto as Exhibit A and incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. Payment for additional work in excess of this amount requires prior authorization by the City Manager or City Council, as appropriate. 2.0 Term 2of18 This term of this Agreement shall commence as of the Effective Date and shall continue for a term of one year unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation 3.1. For performing and completing the Services in accordance with this Agreement, City will pay Consultant in accordance with Exhibit A, but in no event will the City pay more than the not -to -exceed amount of $26,400.00. Said amount shall constitute payment in full for all Services performed hereunder. City shall make payments to Consultant on account of the contract sum upon completion of the Services, in the manner, and upon the conditions specified in this Agreement. 3.2. Any additional work authorized by the City pursuant to Section 1.5 will be compensated in accordance with the fee schedule set forth in Exhibit A or as otherwise agreed to by the Parties in writing. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for four (4) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 3of18 6.0 Party Representatives 6.1. Jill Ingram, City Manager, is the City's representative for purposes of this Agreement. 6.2. Julie Casto Koot, Chief Financial Officer, is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Nancy K., Bohl Inc dba The Counseling Team International 1881 Business Center Drive, Suite 11 San Bernardino, CA 92408 Attn: Nancy K. Bohl Penrod, Ph.D., President/Director or Julie Casto Koot, Chief Financial Officer 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Consultant 8.1. Consultant is an independent Consultant and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 4of18 8.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 8.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subconsultants providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 8.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent Consultants in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have 5of18 the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 8.5. The provisions of this Section 8.0 shall survive the expiration or termination of this Agreement. 9.0 Subconsultants No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subconsultants. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 10.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent Consultants in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 11.0 Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this 6of18 Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 12.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 13.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Work. 14.0 Insurance 14.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2)Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this 7of18 Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 14.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 14.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 14.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 15.0 Indemnity 15.1.To the fullest extent permitted by law, the Consultant shall, at its sole cost and expense, protect, defend, indemnify, and hold City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent Consultants in the role of City officials (collectively "Indemnitees' in this Section) free and harmless from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, bid protests, stop notices, suits, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (individually, a "Claim", collectively "Claims"), in law or equity, whether actual, alleged or threatened, in any manner arising out of, pertaining to, or relating to the acts or omissions, or willful misconduct, of Consultant, and/or its directors, officers, agents, servants, employees, subconsultants, materialmen, suppliers, or Consultants, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Further, Consultant shall appoint competent defense counsel, at Consultant's own cost, expense and risk, to defend any and all such suits, actions or other legal proceedings of every kind arising out of or incident to the performance of the Contract that may be brought or instituted against Indemnitees. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or the other Indemnitees in any such suit, action, or other legal proceeding arising out of or incident to the performance of the Contract. Consultant shall reimburse City and the other Indemnitees, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnity shall apply to all Claims and liability regardless of whether any insurance policies are applicable. 15.2. Civil Code Exception. Nothing in this Section shall be construed to encompass Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Contract is subject to Civil Code Section 2782(a) or the City's active negligence to the limited extent that the Agreement is subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct or active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. 15.3. Subconsultant Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subconsultant, its officers, agents, servants, employees, subconsultants, 9of18 materialmen, Consultants or their officers, agents, servants or employees (or any entity or individual that Consultant's subconsultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 15.4. Bid Protest. In addition to its obligations pursuant to Section 15.1, Consultant shall reimburse the City for all attorneys' fees and costs incurred by City in connection with, arising out of or incident to any bid protest. 15.5. Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Contract. 15.6. Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses, and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor. 15.7.Survival. The provisions of this Section shall survive the termination of the Contract and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against a Consultant shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 16.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subconsultant, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 17.0 Labor Certification Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, Consultant certifies as follows: 10 of 18 I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract." 18.0 Prevailing wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 19.0 Force Majeure Neither City nor Consultant shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of the public enemy, acts of the Government, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this subsection. Each party shall advise the other promptly in writing in accordance with Section 7 of this Agreement of each such excusable delay, its cause and its expected delay, and shall upon request update such advice. 20.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 21.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 22.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 11 of 18 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 25.0 Non -Appropriation of Funds Payments to be made to Consultant by City for services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's services beyond the current fiscal year, this Agreement shall cover payment for Consultant's services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 26.0 Prohibited Interests; Conflict of Interest 26.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 26.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 12 of 18 26.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 27.0 Mutual Cooperation. 27.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents, and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 27.2. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 28.0 Audit Consultant shall maintain complete and accurate records with respect to all Work and other matters covered under this Agreement, including but expressly not limited to, all Work performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Work provided in sufficient detail to permit an evaluation of all Work in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Work under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Work and performance of this Agreement for at least four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section shall survive for four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. 29.0 Attorneys' Fees If either party commences an action against the other parry, either legal, administrative or otherwise, arising out of or in connection with this Agreement, 13 of 18 the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 30.0 Interpretation In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 31.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 32.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 14 of 18 CITY OF SEAL BEACH 0 Approved as 0 Craig A. Steele, City Attorney Penrod, Ph.D. President/Director Chief Financial Officer (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ill the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROGRAM OPERATIONS COST Upon signing this contract between the Seal Beach Police Department and The Counseling Team International (TCTI), TCTI shall provide the following services: A. Professional Short -tern Confidential Counseling - for approximately 150 employees (90 City employees and their eligible dependents and 60 Sworn and Non -sworn Police Employees and their eligible dependents living within the home) B. Supervisor Referrals — provide consultations with supervisors regarding problem employees and/or any aspect of the Behavioral Health and Wellness Services. C. Follow-up Sessions - for employees involved in Critical Incidents. D. Bi -annual Confidential Counseling Sessions for Police Department employees to assure the employee is addressing the importance of their emotional and mental welfare. E. TCTI will conduct an initial orientation for all levels, including management concerning services provided by the Behavioral Health and Wellness Services for no charge. TCTI will provide all literature for management, employees and their eligible dependents, i.e., brochures, flyers, supervisor handbooks, business cards, etc... F. TCTI will attend one health fair a year. All services above will not exceed the annual amount of $26,400.00. This will be at the rate of $2,200.00 per month. Additional Services not included in the annual amount. A. Critical Incident Intervention - provide Stand -By -Status (SBS) 24/7/365 on-call Critical Incident Stress Management Services at the rate of $175.00 per hour port -to -port. B. Hostage Negotiation Assistance — provide Stand -By -Status (SBS) 24/7/365 Hostage Negotiation Assistance at the rate of $175.00 per hour port -to -port. TRAINING: Training — provide a wide variety of training classes. $125.00 per hour + $50.00 per hour for travel Training Day Rate — day rate training is a flat rate that includes the travel $1,000.00 Day Rate $500.00 Half -Day Rate (4 -Hours) 24 participant minimum if hosting a training. The training can be opened to outside agencies 3 -Day Basic Peer Support: (POST Plan 111) $299.00 per student As of2/01//7, POST is no longer providing reimbursements due to budget constraints. POST credit ivill still be provided. 2 -Day Basic Critical Incident Stress Management (CISM) $199.00 per student (ICISF Certified & POST Plan IV) .I.c of 2 01 17, POST is na longer• providing reimbursements due to budget constraints. POST credit spill still be provided 2 -Day Advanced Peer Support $199.00 per student (ICISF Certified & POST Plan IV) As o1 2 V I7, POST is no longer providing reimbucsetnenis due to budget constraints. POST credit tpi11 still be provided Peer Support Meeting (Quarterly): $90.00 per hour+ $50.00 per hour for travel Peer Support Candidate Interviews: $90.00 per hour + $50.00 per hour for travel In the event the contract needs to be cancelled, either party can cancel with a written 30 -day notice of cancellation. M Date: 1 EXHIBIT B AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700] The undersigned Consultant certifies that it is aware of and hereby agrees to fully comply with the following provisions of California law: 1. Consultant acknowledges that this Contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency ("Agency') and agrees to be bound by all the provisions thereof as though set forth in full herein. 2. Consultant agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the Services to the extent required by law. 3. Consultant agrees to comply with the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the Agency, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the Agreement by Consultant or by any subcontractor. 4. Consultant agrees to comply with the provisions of California Labor Code Section 1776 which require Consultant and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the Agency of the location of the records. The Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors. 5. Consultant agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Consultant is responsible for compliance with Section 1777.5 by itself and all of its subcontractors. 6. Consultant agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in the execution of the Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code. 17 of 18 7. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with j such provisions before commencing the performance of the Services of this Agreement." j ate a Og Signet I W Are� VVI—i A I =,/ 18 of 18 A� R� CERTIFICATE OF LIABILITY INSURANCE DA06/2412021 ) D612a12oz1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and Conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER StateFarm SKALA INSURANCE AGENCY INC 4214 N SIERRA WAV SAN BERNARDINO, CA 92407 GENE SKALA, AGENT LIC*05587032 CONTACT IE- PHONE Bay 91)9-669.8861 I FA a. E-MA2GENE@GENESKALA.COM INSURERSAPPDROINGCOVERAGE NAILS NSURER A: State Farm General Insurance Company 25151 INSURED NANCY K BOHL INC DBATHE COUNSELING TEAM INTERNATIONAL AND DBA THE ORGANIZATIONAL NETWORK INSURER e: State Farm Mutual Automobile Insurance Company 25178 INSURER C : INSURER D: INSURER E: INSURER F: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TRman TYPE OF INSURANCE ADO VIUD POLICY NUMBER M LICY EFF MPOLICY E%P eup UMITS ' ^� WMMERCW. GENERAL LIABILITY EACH OCCURRENCE S 2.000,000 ,m $ 300'000 CLAIMS -MADE ® OCCUR HIRED AUTO MED EXP Am, Ona arson s 5,000 A Y 92LB14261892YO04220 06/2412021 07/12/2022 ENOL PERSONAL B ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PEA: GENERAL AGGREGATE S 4,000,000 PRODUCTS-COMPIOPAGG S POLICY D JPECT � LOC S OTHER' AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea R00,100) BODILY INJURY (Par person) $ ANYAUTO BODILY INJURY (Par accitlant) S OWNED SCHEDULED AUTOSONLY AUTOS HIRED NON -OWNED AUTOSONLY AUTOS ON LY PROPERTY DAMAGE $ OB S UMBRELLA UAB OCCUR EACH OCCURRENCE s AGGREGATE S EXCESS LUIB CLAIMSMADE DED I I RETENTIONS $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETORIPARTNERIFJ(ECUTIVE PER OTH- TANTE EL EACH ACCIDENT S r— OFFlCJ3:MEMBER IXCLUnED? ❑ NIA (Ntandalary In NH) E.L. DISEASE -EA EMPLOYE S E.L. DISEASE - POLICY LIMIT i If Yes, Oeaabe antler DESCRIPTION OF OPERATIONS Gebw DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addldaml Roma*e 6eNaday may be e 1achad N meta.pass le req W od) Business Office Policy Property Locations: 41750 Rancho Los Palmas Or Ste D-2, Rancho Mirage, CA 92270 1881 Business Center Or, San Bernardino, CA 92408 39755 Murrieta Hot Springs Rd, Ste D160, Murrieta, CA 92563 1545 Anacapa Rd Ste 7C, Victorville, CA 92392 135 S Stet. College Blvd Ste 200, Brea, CA 92821 444 Camino Del Rio Ste 2015,San Diego, CA 92108 701 Palomar Airport Rd, #300, Carlsbad, CA 92011 74075 EI Paseo Ste A9 8 A16, Palm Desert, CA 92260 232 Harrison Ave Ste D, Claremont, CA 91711 4160 Temescal Canyon Rd Ste 309, Corona, CA 92883 CFRTIFICaTF HOI nFR CANCFLI ATION ------------ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF SEAL BEACH, ITS DIRECTORS, OFFICIALS, ACCORDANCE WITH THE POLICY PROVISIONS. OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEERS 211 STH ST AVT REEL REPrtESE SEAL BEACH, CA 90740 ' ^� ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2018/09) The ACORD name and logo are registered marks of ACORD 1001466 132849 12 1)316.2016 CPH 6 ASSOCIATES Certificate of Liability Insurance Date Issued: 06/28/2021 ®PHILADELPHIA INSURANCE COMPANIES Underwritten by: Philadelphia Indemnity Insurance Company - One Bala Plaza, Suite 100 - Bala Cynwyd, PA 19004 MAIC #: 18058 Administered by: CPH & Associates • 711 S. Dearborn St Ste 205 • Chicago, IL 60605 • P 800.875.1911 • F 312.987.0902 - info@cphins.com DISCLAIMER: This certificate is issued as a matter of Information only and confers no rights upon the certificate holder. The Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend, or alter the coverage afforded by the policies listed thereon. Insured: Nancy K. BON Inc. dba The Counseling Team International policy Number: 025826 Nancy Bohl 1881 Business Center Drive #11 San Bernardino, CA 92408 Professional Lit Coverage Type (Occurrence Form) Professional Liability Supplemental Liability Licensing Board Defense Commercial General Liability Fire/Water Legal Liability Business Personal Property Vicarious Sexual Misconduct Per Incident (Per individual claim) $ 2,000,000 $ 2,000,000 $ 35,000 NIA N/A N/A $ 1,000,000 Policy Term: 08/31/2020 to 08/31/2021 not location Aggregate (Total amount per year) $ 4,000,000 $ 4,000,000 $ 35,000 N/A N/A NIA $ 1,000,000 Cyber Liability (Claims Made Form) $ 25,000 ; 25,000 Retroactive Date: 08/31/2018 Comments/Spacial Descriptions Certificate Holder The City of Seal Beach 211 8th Street Seal Beach, CA 90740 ® Certificate Holder has been added as an additional insured If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). Notice of cancellation will only be provided to the first named insured in accordance with policy provisions, who shall act on behalf of all additional insureds with respect to giving notice of cancellation. Authorized Representative C. Philip Hodson HOME OFFICE SAN FRANCISCO ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME NANCY K BOHL INC ENDORSEMENT AGREEMENT ADDITIONAL INSURED EMPLOYER 702761-20 RENEWAL SP 2-47-86-99 PAGE 1 OF 1 EFFECTIVE JUNE 28, 2021 AT 12.01 A.M. 1881 BUS CTR DR STE 11 SAN BERNADINO, CA 92408 ANYTHING IN THIS POLICY TO THE CONTRARY NOTWITHSTANDING, IT IS AGREED THAT CITY OF SEAL BEACH IS HEREBY NAMED AS AN ADDITIONAL INSURED EMPLOYER ON THIS POLICY BUT ONLY AS RESPECTS EMPLOYEES WHOSE NAMES APPEAR ON THE PAYROLL RECORDS OF NANCY K BOHL INC (HEREIN CALLED THE PRIMARY INSURED) WHILE THOSE EMPLOYEES ARE ENGAGED IN WORK UNDER THE SIMULTANEOUS DIRECTION AND CONTROL OF THE PRIMARY INSURED AND THE ADDITIONAL INSURED EMPLOYER. IT IS FURTHER AGREED THAT THE PAYMENT OF THE FULL PREMIUM DUE AND PAYABLE UNDER THIS POLICY SHALL REMAIN THE SOLE RESPONSIBILITY OF THE PRIMARY INSURED. NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: JUNE 30, 2021 Al 0015 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO SCIF FORM 10217 (REV.4-2018) OLD DP 217 HOME OFFICE SAN FRANCISCO ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME NANCY K BOHL INC ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION 702761-20 RENEWAL SP 2-47-86-99 PAGE 1 OF 1 EFFECTIVE JUNE 28, 2021 AT 12.01 A.M. AND EXPIRING AUGUST 12, 2021 AT 12.01 A.M. 1881 BUS CTR DR STE 11 SAN BERNADINO, CA 92408 ANYTHING IN THIS POLICY TO THE CONTRARY NOTWITHSTANDING, IT IS AGREED THAT THE STATE COMPENSATION INSURANCE FUND WAIVES ANY RIGHT OF SUBROGATION AGAINST, CITY OF SEAL BEACH WHICH MIGHT ARISE BY REASON OF ANY PAYMENT UNDER THIS POLICY IN CONNECTION WITH WORK PERFORMED BY, NANCY K BOHL INC IT IS FURTHER AGREED THAT THE INSURED SHALL MAINTAIN PAYROLL RECORDS ACCURATELY SEGREGATING THE REMUNERATION OF EMPLOYEES WHILE ENGAGED IN WORK FOR THE ABOVE EMPLOYER. IT IS FURTHER AGREED THAT PREMIUM ON THE EARNINGS OF SUCH EMPLOYEES SHALL BE INCREASED BY 03%. NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: JUNE 30, 2021 ,!� 2570 Ua .aC,v«,-L.1. AUTHORIZED REPRESEN'2 PRESIDENT AND CEO SCIF FORM 10217 (REV.4-2018) OLD DP 217 PI-PHCP-05 (03/01) THIS ENDORSEMENT CHANGED THE POLICY PLEASE READ IT CAREFULLY. Additional Insured Endorsement This endorsement modifies insurance provided under the following: ALLIED HEALTHCARE PROVIDERS PROFESSIONAL AND SUPPLEMENTAL LIABILITY INSURANCE POLICY In consideration of the premium paid, this policy is amended as follows: The City of Seal Beach is hereby added as an Additional Insured, solely for Damages arising out of a Professional Incident covered under this policy. The Professional Incident must arise out of services provided by the Insured, under contract with The City of Seal Beach. Additional Insured Name and Mailing Address: The City of Seal Beach 211 8th Street Seal Beach, CA, 90740 All other terms and conditions of this policy remain unchanged. Policy #: 025826 Effective on or after: 06/28/2021 Issued to: Nancy K. Bohl Inc. dba The Counseling Team International Expiration date: 08/31/2021 POLICYHOLDER COPY SP P.O. BOX 8192, PLEASANTON, CA 94588 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 08-12-2021 CITY OF SEAL BEACH SP 211 STH ST SEAL BEACH CA 90740-6305 GROUP: POLICY NUMBER: 0702751-2021 CERTIFICATE ID: 151 CERTIFICATE EXPIRES: 08-12-2022 08-12-2021/08-12-2022 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded dbbyythe policy described herein is subject to all the terms, exclusions, and conditions, of such policy. Authorized Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2021-08-28 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. NAME OF ADDITIONAL INSURED: CITY OF SEAL BEACH ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 08-12-2011 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. ENDORSEMENT #2570 ENTITLED WAIVER OF SUBROGATION EFFECTIVE 2021-08-12 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. THIRD PARTY NAME: CITY OF SEAL BEACH ENDORSEMENT #1651 - NANCY K BOHL, P,S,T - EXCLUDED EMPLOYER NANCY K BOHL INC Sp 1881 BUS CTR DR STE 11 SAN BERNADINO CA 92408 M0410 (REv.7•2014) PRINTED : 07-15-2021