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CC Resolution 13149 - Mental Health Services for Campbell Police Department with Heidi Marini (Integrative Therapy) RESOLUTION NO. 13149 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL AUTHORIZING THE CITY MANAGER TO SIGN A SERVICES AGREEMENT WITH HEIDI MARINI (INTEGRATIVE THERAPY) TO ESTABLISH MENTAL HEALTH SERVICES FOR THE CAMPBELL POLICE DEPARTMENT. WHEREAS, the city desires to obtain consulting services for the purpose of providing mental health services to the police department; and WHEREAS, an in-house mental health clinician provides our workforce with counseling, coping strategies, and resilience training leading to better overall health and wellness; and WHEREAS, the provider, Heidi Marini, has the skills, knowledge, certifications, and ability to provide mental health services; and WHEREAS, the bidding procedures of Campbell Municipal Code section 3.20.050 may be dispensed with when certain circumstances exist; and - WHEREAS, the City seeks the special services from Heidi Marini who is specially trained, experienced and competent to perform the special services required; and WHEREAS, Campbell Municipal Code section 3.20.030(4) meets the criteria to dispense with bidding requirements in this circumstance. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell authorizes the City Manager to sign a services agreement.for mental health services with Heidi Marini (Integrative Therapy). PASSED AND ADOPTED this 7th day of May, by the following roll call vote: AYES: Councilmembers: Bybee, Furtado, Scozzola, Lopez, Landry NOES: Councilmembers: None ABSENT: Councilmembers: None APPROVED: ��lqCIA`) kj---. 2tr,(\ct Susan M. Lan ry, Mayor ATTEST": 0 �(. Andrea Sa ers, City Clerk Heidi Marini (Integrative Therapy) Scope of Services 1. All employees will be considered self-referred,though guidance towards services available may result from administrative action. 2. Employees will be seen for individual counseling once a year on a voluntary basis. 3. Employees will have access to counseling as needed based on exposure to recent or past critical incidents encountered as part of their on-the-job duties. 4. Employee's family members will be seen for individual, or group counseling as needed 5. Employees referred to or seeking counseling services will receive up to (8) counseling sessions lasting up to 2 hours per session. Additional sessions shall be provided with administrative authorization. 6. Consultant will provide critical incident debriefs for critical incidents. 7. Consultant will provide departmental training on subjects related to mental health and wellness. 8. Consult will dedicate 8 hours a week on site based on workload at the police department. and offer an additional 8 hours a week for virtual sessions. FEES 1. Individual employee Service Fee—An hourly rate of$225.00 will be charged to the City of Campbell for the individual counseling services.Telephone consultation/referral services shall also be provided at an hourly rate of$225.00 charged in 30-minute increments. 2. Department training hours will be charged at a rate of$225.00 per hour. 3. Monthly Billing—Confidential service statements will be sent directly to the administrative assistant to the Chief of Police at the end of each calendar month. 4. Confidentiality coding will be used to protect the anonymity of employees and family members using the mental health services. It shall be the sole responsibility of the service provider to maintain secure clinical records. CITY OF CAMPBELL SERVICES AGREEMENT This Agreement is entered into at Campbell, California on the 8th day of May 2024, by and between the CITY OF CAMPBELL (hereinafter referred to as "City")and Heidi Marini Integrative Therapy, (hereinafter referred to as "Provider"). WHEREAS, City desires to obtain consulting services for the purpose of providing mental health services to the City's Police Department (the "Department"). Scope of services are generally to include individual and group counseling as needed, family counseling when indicated, critical incident stress debriefing when necessary, and departmental training on mental health and wellness; and WHEREAS, Provider represents that it has the expertise, means, and ability to perform said Scope of Services and is current with all applicable certifications, licenses, and insurances, as required by the City herein;. NOW, THEREFORE, in consideration of each other's mutual promises, Provider and City agree as follows: 1. DUTIES OF PROVIDER 1.1 Provider agrees to perform services as set forth in Exhibit A - Scope of Services, attached hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with .this Agreement. In the event of any conflict between Exhibit A and this, Agreement, this Agreement shall.govern, control, and take precedence. • 1.2 Provider's project manager will meet with the City's project coordinator prior to commencement of the project to establish a clear understanding of the working relationships, authorities, and management philosophy of City as it relates to this Agreement. 1.3 Provider, working with the City, will gather available, existing information concerning the project, and shall review documents as necessary for compliance with the project's objectives. 1.4 In performance of this Agreement by Provider, time will be of the essence. 1.5 Notwithstanding Section 1.4, Provider shall not be responsible for delay caused by' activities or factors beyond Provider's reasonable control, including delays or by reason of strikes, work slow-downs or stoppages, or acts of God. . 1.6 Provider agrees to perform this Agreement in accordance with the highest degree of skill and expertise exercised by members of Provider's profession working on similar projects under similar circumstances. -1- 1.7 Provider shall cooperate in good faith with City in all aspects of the performance of this Agreement. 1.8 In the course of the performance of this Agreement, Provider shall act in the City's best interest as it relates to the project. 1.9 The designated project manager for Provider shall be Andrea Atkinson. The Provider's project manager shall have all the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact with the City and the City's project coordinator. The authorized`principal of Provider executing this Agreement for the Provider shall have authority to make decisions regarding changes in services, termination and other matters related to the performance of this agreement on behalf of Provider. 1.10 The Provider (and its employees, agents, representatives, and subcontractors), in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the City. The City shall not direct the work and means for accomplishment of the services and work to be performed hereunder. The City, however, retains the right to require that work performed by Provider meet specific standards consistent with the requirements of this Agreement without regard to the manner and means of accomplishment thereof. Subcontractors shall assume all of the rights, obligations and liabilities, applicable to it as an independent contractor hereunder. Provider represents and warrants that it (i) is fully experienced and properly qualified to perform the class of work and services provided for herein, (ii) has the financial capability and shall finance its own operations required for the performance of the work and services and (iii) is properly.equipped and organized to perform the work and services in a competent, timely and proper manner in accordance with the requirements of this Agreement. 1.11 This Agreement contains provisions that permit mutually acceptable changes in the scope, character or complexity of the work if such changes become desirable or necessary as the work progresses. Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established by a written contract amendment (approved and executed by the City) to accommodate the changes in work. 2. DUTIES OF CITY 2.1 City shall furnish to Provider all available and pertinent data and information requested by Provider to facilitate the preparation of the documents called for in this Agreement. Provider shall be entitled to reasonably rely on all such information. 2.2 City shall provide contract administration services. City shall notify Provider of required administrative procedures and shall name representatives, if any, authorized to act in its behalf 2.3 City shall review documents submitted by Provider and shall render decisions pertaining thereto as promptly as reasonably possible. -2- 3. COMPENSATION 3.1 For the full performance of the services described herein by Provider, City agrees to compensate Provider for all services and direct costs associated with the performance of the project in an amount not to exceed $100,000 per year, as follows: a. Once each month, Provider shall submit for payment by City, an itemized invoice for services performed during the previous billing period. The invoice shall describe the services rendered and the title of the item of work, and shall list labor hours by personnel classification. Said invoice shall be based on all labor and direct expense charges made for work performed on the project. Labor charges shall be in accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Provider for services rendered and approved by the City within 30 days from the date the itemized invoice is received by the City, subject to the maximum not to exceed amount specified above and the City's right to object. b. Direct costs are those outside costs incurred on or directly for the project, and substantiated with invoices for the charges. Direct expenses include printing, reproduction, and delivery charges. 3.2 If Provider incurs other costs which are not specifically covered by the terms of this Agreement, but which are necessary for performance of Provider's duties, City may approve payment for said costs if authorized in writing by the City in advance. 3.3 City may order changes in the scope or character of services in writing, including decreasing the amount of Provider's services. In the event that the work is decreased, Provider is entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of change. Under no conditions shall Provider make any changes to the work, either as additions or deductions, without the prior written order of the City. In the event, that the City determines that a change to the work or services from that specified in this Agreement is required, the contract time and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or change order to accommodate the changed work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or change order, approved and executed by the City. Provider shall obtain prior,written approval for a revised fee schedule from the City before exceeding such fee schedule. 3.4 In no event, will the Provider be reimbursed for any costs or expenses at any rates that exceed the rates for set forth in the fee schedule found in Exhibit A. 4. SUBCONTRACTORS 4.1 Provider may not subcontract any services required under this Agreement without the prior written consent of the City. 4.2 Provider shall be responsible to City for the performance of any and all subcontractors who perform work under this contract, and any acts of negligence on their part. Provider is solely responsible for all payments due to subcontractors. -3- 5. OWNERSHIP OF DOCUMENTS AND MATERIALS All original drawings, documents, papers, data, materials, photographs, negatives and other work products prepared by the Provider and/or its subcontractors in the performance of the services encompassed in this Agreement (whether in printed or electronic format) ("project- related documents and materials) shall be the property of the City and may be used on this project without the consent of the Provider or its subcontractors. City acknowledges that such drawings, documents, and other items are instruments of professional services intended for use only on the subject project. Provider agrees that all copyrights which arise from creation of the Project-related documents and materials pursuant to this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. Upon the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and Provider shall promptly provide to the City upon request, all finished and unfinished project-related documents and materials, produced or gathered by or on behalf of Provider that are in Provider's possession, custody or control. Provider may retain copies of said documents and materials for its files. In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or otherwise impact the City's right to promptly receive and use such documents and materials which are the sole and exclusive property of the City. 6. TERMINATION Notwithstanding any other provision of this Agreement, City may terminate this Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Provider of such termination. In the event of such termination, Provider shall have the right and obligation to immediately assemble the work then in progress for the purpose of completing the work and turning over all materials and documents to City. In the event of such termination, Provider shall be compensated for all work and services performed to the point of termination in accordance with the payment provisions set forth in Section 3.1, unless the termination is for cause, in which event Provider need be compensated only to the extent required by law. 7. AUDIT AND INSPECTION Provider shall permit authorized representatives of City to inspect and audit all data and records relating to its performance under this Agreement for a period of three years following acceptance of the final study. 8. EQUAL EMPLOYMENT OPPORTUNITY Provider agrees to refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, handicap, sexual orientation, or ancestry of any employee of, or applicant for employment with, such Provider or subcontractor. 9. INSURANCE AND INDEMNIFICATION 9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to indemnify, and hold harmless the CITY, its officers, and employees to the fullest extent -4- allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence or willful misconduct of CITY. CITY shall not be liable for acts of Consultant in performing services described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to the design professional under this paragraph shall not exceed the design professional's proportionate percentage of fault, except: a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business,the design professional shall meet and confer with the other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and b. Where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, then there shall be no limitation on the design professional's duty to provide a defense and cover the City's cost of defense. With respect to all matters other than those covered by the foregoing paragraph, Provider agrees to indemnify, defend (with counsel reasonably satisfactory to the CITY) and hold harmless the CITY, its officers, officials, directors, agents representatives, volunteers, and employees to the fullest extent allowed by law from any and all claims, actions, causes of action, losses, damages, liabilities and costs of every nature, including but not limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or in part, Provider's performance under this Agreement, except for any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful misconduct of CITY. CITY shall not be liable for acts of Provider in performing services described herein. In no event shall this section be construed to require indemnification by the Provider to a greater extent than permitted under the public policy of the State of California; and in the event that this contract is subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability for the active negligence of the City. The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations contained in this Agreement. • The foregoing indemnity provisions are intended to fully allocate the parties' risk of liability to third-parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are not set forth in this section. Provider waives all rights to subrogation for any matters covered by the provisions of this section. Provider's responsibility for such defense and indemnity obligations as set forth' in this section shall survive the termination or completion of this Agreement for the full period of time allowed by law. -5- • 9.2 Provider shall maintain insurance conforming to the following specifications to the fullest amount allowed by law for a minimum of three (3) years following the termination or completion of this Agreement: A. Types of Coverage The policies shall afford the following types of coverage: 1. Commercial General Liability; 2. Automotive; 3. Workers' Compensation and Employer Liability; and 4. Professional Liability and/or Errors.and Omissions B. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. For Commercial General Liability: Insurance Services Office (ISO) CGL Form 00 01 11 85; and 2. For Automotive Liability: ISO CA 00 01 06 92 including symbol 1(any auto); and 3: For Workers' Compensation: insurance as required by the Labor Code of the State of California and Employer's Liability insurance; and 4. For Professional Liability and/or Errors and Omissions: insurance covering negligence committed by or on behalf of Provider in rendering services to City. C. Minimum Limits of Insurance Provider shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily, personal injury and property damage. 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 project/location or the general aggregate limit shall be twice the required occurrence.limit. . 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employer's Liability: Workers' -6- Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of$1,000,000 per accident. 4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and $2,000,000 in the annual aggregate. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (as agreed to in this Agreement) before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. D. Deductible and Self-Insured Retention • Any deductibles or self-insured retention must be declared to and approved by the City, and shall not reduce the limits of liability. At the option of the City,'either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City, its agents, officers, attorneys, employees, officials and volunteers; or the Provider shall procure a bond guaranteeing payment of losses related to investigations, claim • administration, and defense expenses. Policies containing any self-insured retention provision shall provide or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or the City. E. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverage: a. The City, its agents, officers, attorneys, employees, officials and volunteers are to be covered as additional insureds as respects: liability arising out of this Agreement performed by or on behalf of the Provider, products and completed operations of the Provider, premises owned, occupied or used by the Provider, or automobiles owned, leased, hired or borrowed by the Provider. It is a requirement of this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth in this Agreement shall be available to the City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is affords greater coverage. b. The Provider's insurance coverage shall be primary insurance .as respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials and volunteers shall be excess of the -7- Provider's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its agents, officers, attorneys, employees, officials, and volunteers. d. The Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employer's Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its agents, officers, attorneys, employees, officials, and volunteers for losses arising from work performed by the Provider for the City. 3. All Coverages: Any unintentional failure to comply with reporting provisions of the policies shall not affect coverage provided to the City; and unless otherwise approved by the City, each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by regular mail has been given to the City, or ten (10) days for cancellation for non- payment of premium. F. Suspension or Cancellation If any of the coverages required by this Agreement should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement, Provider shall immediately notify City and replace such coverage with another policy meeting the requirements of this Agreement. G. Subcontractors Provider agrees that any and all contracts with subcontractors for performance of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the subcontractors' work. Subcontractors are to be bound to contractor and to City in the same manner and to the same extent as the Provider is bound to City under this Agreement. Subcontractors shall further agree to include these same provisions with any sub-subcontractor. A copy of this Agreement will be furnished to the subcontractor on request. The Provider shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the Agreement prior to commencing any work, and will provide proof of compliance to the City. H. Acceptability of Insurers Without limiting Provider's indemnification provided hereunder, the policies of -8- insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M. Best Rating of A:V and who is authorized to transact business in the State of California, unless otherwise approved by the City. I. Verification of Coverage Provider shall furnish the City with endorsements and certificates of insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner are to be submitted. All certificates are to be received and approved by the City before work commences. 10. MISCELLANEOUS 10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of Provider. 10.2 Neither party may not assign this Agreement, or any portion hereof, without the prior written consent of the other. 10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights, which Provider may have for the performance of services pursuant to this Agreement. 10.4 Neither party's waiver of any term, condition or covenant, or breach of any term, condition or covenant shall not be construed as the waiver of any other term, condition or covenant or waiver of the breach of any other term, condition or covenant. 10.5 This Agreement contains the entire Agreement between City and Provider relating to the project and the provision of services to the.project. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both City and Provider. 10.6 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on City and Provider. 10.7 This Agreement shall be governed and construed in accordance with the laws of the State of California. 10.8 This Agreement may be executed in counterparts and will be binding as executed. 10.9 All changes or amendments to this Agreement must be in writing and approved by all parties. • -9- 10.10 The term of this Agreement shall commence upon execution of the Agreement and terminate March 3, 2027. Any extension of the Agreement shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties. 10.11 Provider owes the City a duty of undivided loyalty in performing the work and services under this Agreement, including, but not limited to, the obligation to refrain from having economic interests and/or participating in activities that conflict with the City's interests in respect to the work and/or services and project. The Provider shall list current clients who may have a financial interest in the outcome of this Agreement. The Provider hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this agreement. Provider shall not make or participate in making or in any way attempt to use Provider's.position to influence a governmental decision in which Provider knows or has reason to know Provider has a direct or indirect financial interest other than the compensation promised by this Agreement. Provider will immediately advise the City if Provider learns of a financial interest of Provider's during the term of this Agreement. 10.12 This Agreement is entered into, and to be performed in Santa Clara County, California, and any action arising out of or related to this Agreement shall be maintained in a court of appropriate jurisdiction in Santa Clara County, California. 11. NOTICES Notices required under this Agreement may be delivered by first class mail addressed to the appropriate party at one of the following addresses: CITY: City of Campbell Attention: Chief Gary Berg 70 North First Street Campbell, CA 95008 PROVIDER: Heidi Marini Integrative Therapy Attention: Heidi Marini 50 Rocky Rd. Santa Cruz, CA 95060 -10- Having read and understood the foregoing Agreement, the undersigned parties agree to he bound hereby: PROVIDER By Title CITY OF CAMPBELL By Title , Exhibit A - Scope of Services and Fees -11-