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HomeMy WebLinkAbout23935~1';t13~ PROFESSIONAL SERVICE AGREEMENT THIS AGREEMENT ("AGREEMENT")is made and entered into on this $-r /'X/-day of LA!--~I!J~£-,2003 by and between A CENTER FOR HEALTH &WELLBEING,located at 4420 North First Street,Suite 121,Fresno,California 93726, hereinafter referred to as "CONTRACTOR,"and the COUNTY OF FRESNO,a political subdivision of the State of California,hereinafter referred to as "COUNTY,"both jointly hereinafter referred to as "the Parties." WHEREAS,COUNTY has a need for psychological services for the Fresno County Sheriff s Department and; WHEREAS,CONTRACTOR is qualified and willing to perform said services. NOW,THEREFORE,in consideration of the foregoing and the covenants, conditions,and promises hereinafter contained,to be kept and performed respectively by the Parties,COUNTY and CONTRACTOR agree as follows: 1.DESCRIPTION OF CONTRACTOR SERVICES: COUNTY hereby engages CONTRACTOR to provide services for the Fresno County Sheriffs Department persoilllel and their family members,including,but not limited to the following: A.Counseling and psychotherapy. B.Training seminars. c.Management consultation as needed. The County Coordinator for this project will be Richard Pierce,or his designee, who shall be avaiJable by phone at (559)488-3121,prior to commencement of any services rendered under this AGREEMENT. The Parties agree that CONTRACTOR services under this AGREEMENT shall be provided by Karen Fu,Dale Spangler,and/or Gabriele Case.If CONTRACTOR wishes to substitute or add personnel to provide services under this AGREEMENT, CONTRACTOR shall first notify the Sheriff,or his designee,of the personnel's identity and credentials.Only after the Sheriff,or his designee,agrees in writing to allow such substitution or addition may services be rendered by such personnel under this AGREEMENT. 2.EFFECTIVE DATE: This AGREEMENT shall become effective October 1,2003 and shall terminate on September 30,2006. 3.COMPENSATION RATE: COUNTY agrees to pay and CONTRACTOR agrees to accept as compensation for the services rendered under this AGREEMENT as follows: A.$60 per unit from October 1,2003 through September 31,2004. B.$63 per unit from October 1,2004 through September 31,2005 c.$65 per unit from October 1,2005 through September 31,2006 D.$25 each time a participant fails to attend a scheduled counseling session. E.A flat monthly fee of $500 for any monthly meetings with staff and/or telephone consultations throughout the month to discuss any issues or concerns that have arisen. F.$80 per hour for a Masters level counselor's research and/or study, training requested by COUNTY.Preparation time and/or travel to charged at the rate of 560 per hour. 2 G.$100 per hour for a Doctoral level counselor's research and/or study, training requested by COUNTY.Preparation time and/or travel to be charged at the rate of $60 per hour. _In no event shall services performed under this AGREEMENT exceed Sixty-Nine Thousand Dollars ($69,000)during anyone year period. Please note the one-year periods starts on October 1,and ends on September 30. 4.INVOICING AND PAYMENTS: CONTRACTOR shall provide COUNTY a monthly invoice in duplicate for any services provided under this AGREEMENT.Each invoice shall provide line items that include detail of the service provided,the number of hours,and the total amount charged for that service.Invoices shall be mailed to: Fresno County Sheriff's Department Attn:Business Office 2200 Fresno Street PO Box 1788 Fresno,CA 93721 Payments will be made to CONTRACTOR within 45 days of receipt of said invoices.Payments will be mailed to: Karen L.Fu dba A Center for Health &Wellbeing 4420 North First Street,Suite 121 Fresno,CA 93726 5.INDEPENDENT CONTRACTOR: ...,.) In perfonnance of the work,duties and obligations assumed by and in the furnishing of the services provided for herein,CONTRACTOR,including any and all of CONTRACTOR'S officers,agents and employees,will at all times be acting and perfonning as an independent contractor,and shall act in an independent capacity and not as an agent of the COUNTY.Furthennore,except for the provisions contained within Paragraph 1,(Description of Services),herein,COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perfonn its work and function.However,COUNTY shall retain the right to administer this AGREEMENT so as to verify that CONTRACTOR is perforn1ing its obligations and duties in accordance with the tenns and conditions thereof.The Parties shall comply with all applicable provisions of law and the rules and regulations of governmental authorities and agencies having jurisdiction over the matters and services subj ect to this AGREEMENT. Because ofthe status as an independent contractor,CONTRACTOR,including any and all of CONTRACTOR'S officers,agents and employees,shall have no right to employment rights and benefits available to COUNTY employees.If applicable,. CONTRACTOR shall be solely liable and responsible for provide to its officers,agents, and employees all legally required employee benefits.In addition,CONTRACTOR shall be solely responsible and save COUNTY hannless from all matters relating to payment of CONTRACTOR'S officers,agents and employees,including,but not limited to, compliance with Social Security withholding and all other regulations and laws governing such matters. 4 It is acknowledged that during the entire tenn of this AGREEMENT, CONTRACTOR may be providing services to other entities and parties unrelated to COUNTY or to this AGREEMENT. 6.PROFESSIONAL SKILL: It is further mutually understood and agreed by and between the Parties hereto that inasmuch as CONTRACTOR represents to COUNTY that CONTRACTOR and its assigned employees and agents are skilled in the professional knowledge necessary and shall,in accordance with the standards of said profession,perfonn the services agreed to be done by it under this AGREEMENT,COUNTY relies upon the skill of CONTRACTOR and its assigned employees and agents to do and perfonn the services in a professional and skillful manner,and CONTRACTOR agrees to thus perfonn the services.The acceptance of CONTRACTOR'S services by COUNTY shall not operate as a release of CONTRACTOR from said standard of care and perfonnance. 7.TERMINATION: A.Non-Allocation of Funds.The tenns of this AGREEMENT,and the service to be provided hereunder,are contingent on the approval of funds by the appropriating governmental agency.Should sufficient funds not be allocated,the services provided under this AGREEMENT may be modified,or this AGREEMENT tenninated at any time by giving CONTRACTOR thirty (30)days'advance written notice. B.Breach of Contract.CONTRACTOR'S failure to observe,fulfill or perfonn any obligation,covenant,or tenn ofthis AGREEMENT,if such failure is not cured within seven calendar days after written notice from 5 the date of mailing thereof by COUNTY,shall constitute a material default and breach of this AGREEMENT.COUNTY may terminate this AGREEMENT,in whole or in part,immediately thereafter.In the event COUNTY terminates this AGREEMENT,COUNTY may exercise any right,remedy (in law or equity)or privilege which may be available to it under applicable laws of the State of California or any other applicable law,or proceed by appropriate court action to enforce the terms of this AGREEMENT,or to recover direct,indirect,consequential or incidental damages for the breach ofthis AGREEMENT. 8.INSURANCE: Without limiting COUNTY'S right to obtain indemnification ITom CONTRACTOR or any third parties,CONTRACTOR,at its sole expense,shall maintain in full force and effect the following insurance policies throughout the term of this AGREEMENT: Professional Liability Insurance:CONTRACTOR shall carry at its sole expense professional liability insurance with limits of not less than One Million Dollars ($1,000,000.00)per occurrence and Three Million Dollars ($3,000.000.00)annual aggregate. Such professional liability insurance policy shall name the COUNTY,its officers, agents and employees,individually and collectively,as additional insured,but only insofar as the operations under this AGREEMENT are concerned.Such coverage for additional insured shall apply as primary insurance and any other insurance,or self- insurance,maintained by the COUNTY,its officers,agents and employees,shall be 6 excess only and not contributing with insurance provided under the CONTRACTOR'S policies herein.The insurance shall not be cancelled or changed without a minimum of thirty (30)days advance,written notice given to COUNTY. General Liability Insurance:CONTRACTOR shall maintain during the tenn of this AGREEMENT,at its sole expense,a policy of General Liability insurance with total limits of not less than One Hundred Thousand Dollars ($100,000)per person,per occurrence,and an annual aggregate of not less than Three Hundred Thousand Dollars ($300,000). Worker's Compensation:CONTRACTOR shall maintain a policy of Worker's Compensation,if applicable,as may be required by the California Labor Code. Policies of Insurance:Within thirty (30)days from the date CONTRACTOR signs this AGREEMENT,CONTRACTOR shall provide certificates of insurance and any endorsements as stated above for all of the foregoing policies,as required herein,to COUNTY at the Fresno County Sheriff Department's Business Office,stating that such policies of insurance have been obtained and are in full force.CONTRACTOR agrees that COUNTY,its officers,agents and employees will not be responsible for any premiums on the policies.It is further agreed by the Parties that said policies of insurance shall not be cancelled or changed without a minimum ofthirty (30)days' advance,written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times during the tenn of this AGREEMENT policies of insurance as provided herein,COUNTY may,in addition to other remedies it may have,suspend or tenninate this AGREEMENT upon the occurrence of such event. 7 9.INDEMNIFICATION: The CONTRACTOR shall hold the COUNTY,its officers,agents and employees harmless and indemnify and defend at COUNTY'S request the COUNTY,its officers, agents,and employees,against the payment of any and all costs and expenses,claims, suits,damages,losses and liability for bodily and personal injury to or death of any person and for death or injury or loss of any property resulting from or arising out of or in any way connected with any negligent or wrongful acts or omissions of the CONTRACTOR,its officers,agents,and employees,in performing or failing to perform any work services or functions provided for or referred to or in any way connected with any work,services or functions to be performed under this AGREEMENT. Subject to the provisions of Paragraph 1 (Description of Services),herein,if CONTRACTOR should subcontract all or any portion of the work to be performed under this AGREEMENT,CONTRACTOR shall require each subcontractor to indemnify, hold harmless,and at COUNTY'S request,defend COUNTY and each of its officers, officials,employees,agents and volunteers in accordance with the preceding paragraphs. This section shall survive termination or expiration of this AGREEMENT. 10.GENERAL TERMS: Except as otherwise provided by law,all decisions and notices required of COUNTY by this AGREEMENT and not otherwise specifically provided for,shall be made by the Sheriff or his designee. In performing the services to be provided hereunder,CONTRACTOR shall not employ or retain the services of any person while such person is either employed by COUNTY or is a member of any COUNTY commision,board,committee,or similar 8 COUNTY body.This requirement may be waived by the County Administrative Office if no actual or potential conflict is involved. 11.NOTICES: Any notice required or intended to be given to either party under the terms of this AGREEMENT shall be in writing and shall be deemed to be duly given if delivered personally or deposited into the United States mail,with postage prepaid,addressed to the party to which notice is to be given at the party's address set forth below,or at such other addIess as the Parties may designate from time to time,by written notice. COUNTY OF FRESNO CONTRACTOR Sheriffs Department Business Office 2200 Fresno Street Fresno,CA 93721 c/o Karen Fu 4420 N.First Street Suite 121 Fresno,CA 93726 12.MODIFICATION: Any matters of this AGREEMENT may be modified from time to time by the written consent of the Parties without,in any way,affecting the remainder. 13.ASSIGNMENT: This AGREEMENT is personal to CONTRACTOR and there shall be no assignment by CONTRACTOR of its rights or obligations under this AGREEMENT without the prior written approval of COUNTY.Any attempted assignment by CONTRACTOR,its successors or assigns,shall be null and void unless approved in writing by COUNTY. CONTRACTOR hereby agrees not to assign the payment of the monies due CONTRACTOR from COUNTY under the terms of this AGREEMENT to any other 9 individual(s),corporation(s)or entity(ies).COUNTY retains the right to pay any and all monies due CONTRACTOR directly to CONTRACTOR. 14.COMPLIANCE WITH LAW: In providing the services under this AGREEMENT,CONTRACTOR shall at all times comply with all applicable laws ofthe United States,the State of California and COUNTY,and will comply with all applicable regulations promulgated by Federal, State,regional or local administrative and regulatory agencies,now in force and as they may be enacted,issued,or amended during the term of this AGREEMENT. 15.WAIVER: The waiver by any of the Parties of a breach by the other of any provision of this AGREEMENT shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision ofthis AGREEMENT. No provisions of this AGREEMENT may be waived unless in writing and signed by the Parties to this AGREEMENT.Waiver of anyone provision herein shall not be deemed to be a waiver of any other provision herein. 16.GOVERNING LA'V AND VENUE: This AGREEMENT shall be governed by,and construed and enforced in accordance with,the laws of the State of California.Notwithstanding the provisions of California Code of Civil Procedure section 394,venue for purposes ofthe filing and maintaining of any action regarding the enforcement or interpretation of this AGREEMENT,and any rights and duties hereunder,shall only be in Fresno,California. III III 10 17.HEADINGS: The section headings in this AGREEMENT are for convenience and reference only and shall not be construed or held in any way to explain,modify or add to the interpretation or meaning of the provisions ofthis AGREEMENT. 18.SEVERABILITY: The provisions of this AGREEMENT are severable.The invalidity or unenforceability of anyone provision in this AGREEMENT shall not affect the validity and/or enforceability of any other provision. 19.INTERPRETATION: The Parties acknowledge that this AGREEMENT in its final form is the result of the combined efforts of the Parties,and that should any provision of this AGREEMENT be found to be ambiguous in any way,such ambiguity shall not be resolved by construing this AGREEMENT in favor or against any of the Parties,but rather by construing the terms in accord with their generally accepted meaning.The rights and obligations of the Parties and all interpretation and performance of this AGREEMENTS shall be governed in all respects by the laws of the State of California. 20.CUMULATIVE REMEDIES: No remedy or election hereunder shall be deemed exclusive but shall wherever possible,be cumulative with all other remedies at law or in equity. 21.EXTENT OF AGREEMENT: Each of the Parties acknowledges that each has read and fully understands the contents of this AGREEMENT.This AGREEMENT represents the entire and integrated agreement between the Parties with respect to the subject matter hereof and supersedes 11 all prior negotiations,representations and/or agreements,either written or oraL This AGREEMENT may be modified only by written instrument duly authorized and executed by both of the Parties. 22.AUDITS AND INSPECTIONS: Pursuant to the provisions in Government Code section 8546.7,the Parties understand that this AGREEMENT exceeds Ten Thousand Dollars ($10,000.00)and, therefore,it shall be subject to the examination and audit of the State Auditor for a period of three (3)years after final payment under this AGREEMENT III III III III III III III III III III III III III III 12