AGREEMENT
THIS AGREEMENT, dated for purposes of identification only this 1st day of , 2023, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation, hereinafter
referred to as "ANAHEIM,"
A
N
D
THE COUNSELING TEAM INTERNATIONAL,
hereinafter referred to as “TCTI.”
W I T N E S S E T H:
WHEREAS, ANAHEIM desires to obtain professional counseling services in order to serve the purposes of the Law Enforcement Mental Health and Wellness Act, including providing short term professional counseling for employees of the Anaheim Police Department (“APD”) and conducting a peer support retreat for the APD Peer Support Team; and
WHEREAS, TCTI and its counseling employees are licensed to perform such services, and TCTI represents that it is qualified to render services for ANAHEIM and has rendered such services in the past.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES,
COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. SCOPE OF SERVICES
A. TCTI agrees to provide counseling and related services to ANAHEIM as set forth in the "Scope of Services" attached hereto as Exhibit A.
B. TCTI agrees to notify ANAHEIM if it has previously treated an employee or family member who seeks its services, and agrees not to accept any employee or family member as a new private patient if that person first sought services under this contract, and agrees that its ability to treat or provide referrals for ANAHEIM employees is further limited by the provisions of Section 12 of this Agreement.
C. Notwithstanding anything to the contrary herein, the parties agree that the services to be performed by TCTI at CITY's request pursuant to this Agreement are on a nonexclusive basis.
2. COMPENSATION
A. In consideration for performing the services required by this Agreement, ANAHEIM agrees to pay TCTI the sums set forth in Exhibit A.
i) For the counseling services set forth in paragraph 1 of Exhibit A, ANAHEIM agrees to pay TCTI One Hundred Seventy Five Dollars ($175) per hour.
ii) For conducting the retreat, ANAHEIM agrees to pay TCTI a sum that will not exceed Sixty Thousand Dollars ($60,000). The retreat shall take place over 3 days and 2 nights and the cost shall include all training and training materials, as well as lodging and meals for all members of the Peer Support team. Services provided at the retreat will include, but not be limited to, mental health classes, peer and one on one counseling and debriefs, compassion fatigue, stress reduction skills, resiliency, and post traumatic growth practices.
B. In no event shall the total compensation payable to TCTI pursuant to this Agreement exceed One Hundred Seventy-Five Thousand Dollars ($175,000) (the “Contract Amount”).
C. Payments shall be made within thirty (30) days of invoices submitted to ANAHEIM by TCTI.
3. TERM
The term shall be from February 1, 2023 and shall continue until the services set forth in Exhibit A are provided to ANAHEIM’s satisfaction or the Contract Amount is exhausted, whichever occurs sooner, unless terminated sooner as hereinafter provided.
4. CONTRACT ADMINISTRATION
The Chief of Police shall have the power to administer this Agreement including, specifically, the power to terminate the services as provided in Paragraph 5 below.
5. TERMINATION
Either party may terminate this Agreement for any reason by providing the other party with thirty (30) days' prior written notice of said termination. If ANAHEIM terminates this Agreement pursuant to the terms of this Section 5, ANAHEIM agrees to pay TCTI for work satisfactorily performed to the date of termination within the compensation limits of Section 2.
6. INDEPENDENT CONTRACTOR
The parties agree that TCTI is an independent contractor pursuant to this Agreement and shall not, in any way, be considered to be an employee of the City of Anaheim.
7. ASSIGNMENT
TCTI may not assign or transfer this Agreement, or any part thereof, without the written consent of ANAHEIM.
8. INDEMNIFICATION
As respects acts, errors or omissions in the performance of professional services, TCTI agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, arising directly out of the negligent acts, errors or omissions of the TCTI or any SUBAGENT in the performance of professional services under this Agreement.
As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, TCTI agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with TCTI’S (or TCTI'S AGENT or SUB -AGENT, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.
The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, TCTI, or any other person maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
ANAHEIM’S Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such amendment is in ANAHEIM’S best interest.
9. INSURANCE
A. Without limiting ANAHEIM's right to indemnification, it is ag reed that TCTI shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
.01 Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence/accident/illness/injury.
.02 Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent Consultant’s Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form.
Such insurance shall be written on a primary basis but may include a deductible or self -insured retention of more than $10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
.03 Commercial Automobile Liability Coverage including —as applicable—owned, non- owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law.
.04 Professional Liability Insurance in an amount not less than $2,000,000 per occurrence or per claim. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self- insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
B. Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted f or approval by ANAHEIM’s Risk Manager prior to the inception of the final Agreement.
C. ANAHEIM’S Risk Manager is hereby authorized to amend the requirements set forth herein in the event such reduction is in ANAHEIM’S best interest.
D. TCTI agrees that this insurance shall not be voluntarily cancelled by TCTI, or limited in scope or coverage by TCTI, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days.
E. Each insurance policy required by this Agreement, except policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
“It is agreed that any insurance maintained by TCTI pursuant to this Agreement shall be primary to, and not cont ribute with, any insurance or self - insurance maintained by the City of Anaheim.”
“The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM- designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”
F. Prior to commencing any work under this Agreement, TCTI shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, TCTI shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above -referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted writing insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that TCTI shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
In addition to other remedies ANAHEIM may have if TCTI fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
.01 Order TCTI to stop work under this Agreement and/or withhold any payment(s) that become due to TCTI hereunder until TCTI demonstrates compliance with the requirements hereof.
.02 Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for TCTI’S failure to maintain insurance or secure appropriate endorsements.
G. Nothing herein contained shall be construed in any way as limiting the extent that an TCTI may be held responsible for payments of damages to persons or property resulting from TCTI’S, (or TCTI’S AGENT or SUB -AGENT, if any) performance of the work covered under this Agreement.
H. In the event TCTI hires other persons or firms to perform some of the work related to this Agreement, TCTI shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of TCTI under this Agreement (except for firms that are not performing professional services—such firms shall not be required to carry the above -referenced professional liability insurance); and in either instance, TCTI shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
10. AUDIT
TCTI agrees to permit ANAHEIM to inspect its records relevant to ANAHEIM's account at any time during regular working hours upon the giving of advance notice.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties and there are no other or further written or oral understandings in respect thereto.
12. CONFLICT OF INTEREST
By virtue of TCTI rendering services to ANAHEIM pursuant to this Agreement, and, in addition thereto, rendering certain services to ANAHEIM employees who are involved in incidents which ANAHEIM determines may be critical/traumatic, TCTI and ANAHEIM recognize that, in the event TCTI examined or treated an industrially injured employee, a possible conflict of interest would exist between the parties in subsequent proceedings.
Therefore, TCTI and ANAHEIM agree as follows:
A. TCTI agrees not to examine or treat any employee of ANAHEIM who TCTI has tested until the expiration of one year from the date of tests performed pursuant to Section 1 of this Agreement; provided, however, this provision shall not apply to critical/traumatic incident referrals.
B. TCTI agrees not to examine or treat any employee of ANAHEIM (1) if the employee claims or suggests that he or she has suffered or is suffering, either p artially or totally, an industrially related injury or medical condition, or (2) if TCTI believes or has reason to believe that the employee's medical condition may be either partially or totally industrially related.
C. TCTI agrees to inform, in writing, each prospective patient who is an employee of ANAHEIM at the initial interview or consultation that TCTI will not examine or accept such prospective patient for treatment if he or she claims or suggests, or TCTI believes or has reason to believe, that the patient's medical condition may be either partially or totally related to industrial causation. In addition, such written document shall state that TCTI in his examination and/or treatment will not propose leave time or write reports in connection with the examination and/or treatment.
D. In the event TCTI is precluded from treating an employee of ANAHEIM for a possible industrially-related injury under subsections A and B above, then TCTI shall not refer employee to another medical professional nor shall TCTI recommend another medical professional.
13. WAIVER
No waiver or failure to exercise any right, option or privilege under the terms of this Agreement on any occasion shall be construed to be a waiver of any other right, option or privilege on any other occasion.
14. EFFECTIVE DATE
The effective date of this Agreement shall be February 1, 2023. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
DATE OF E
XECUTION: CITY OF ANAHEIM
a municipal corporation
By:
Ashleigh Aitken, Mayor
“ANAHEIM”
ATTEST:
By:
City Clerk of Anaheim
DATE OF EXECUTION: THE COUNSELING TEAM INTERNATIONAL
By:
Printed Name:
Title:
“TCTI”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Kristin A. Pelletier
Chief Assistant City Attorney, Civil Division
Dated:
917
30 EXHIBIT A
SCOPE OF SERVICES AND COST
1 Law Enforcement Mental Health and Wellness Act Grant
Scope of Services and Costs
The Anaheim Police Department was granted and accepted the Law Enforcement Mental Health and Wellness Act (LEMHWA). The grant covers a two-year period from September 1, 2022 – August 31, 2024).
1. The Counseling Team International (TCTI) shall provide an on-site clinician at the Anaheim Police Department or one of its substations or facilities on a weekly basis for 4- 8 hours. The schedule and locations will alternate so all employees will have access to the on-site clinician at some point. The purpose of the on-site clinician would be to provide personnel with one on one short term counseling, be available should a critical incident occur and it would be appropriate for a clinician to assist with a debrief or diffusion, and provide quarterly training on mental health topics should as suicide awareness, mental health awareness, resiliency, and coping with stress.
For services set forth in Section 1 of this Scope of Services, TCTI shall bill $175.00 per hour.
2. TCTI and First Responder Wellness will conduct a peer support retreat for the peer support team. This retreat is designed to cover and address multiple topics including but not limited to compassion fatigue, rest, connection, resiliency, rebuilding of hope, trust, and strength, and post traumatic growth.
For services set forth in Section 2 of this Scope of Services, the retreat will not exceed $60,000.