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4.3 SR 06-05-2023 Request for Action To Item Number Mayor and City Council 4.3 Agenda Section Meeting Date Prepared by Consent Agenda June 5, 2023 Ron Nierenhausen, Chief of Police Item Description Reviewed by Authorize Execution of Professional Services Cal Portner, City Administrator Agreement for LEAST Services/Counseling, LLC Reviewed by Action Requested Authorize, by motion, the execution of an agreement between the City of Elk River Police Department and LEAST Services/Counseling, LLC. Background/Discussion The stresses of policing statewide have created a rapid growth of PTSD claims through the League of Minnesota Cities Insurance Trust, the company that insures most Minnesota cities. The city and its police union have collaborated to update the existing Wage Incentive Program, which provides incentives for training, professional development, physical fitness, longevity, and healthy lifestyles to include incentives for both medical and mental awareness. The goal is to improve prevention and active recovery for officers. Financial Impact Fees listed in agreement and to be paid for by the Police Department budget. Mission/Policy/Goal Elk River Mission Attachments  Professional Services Agreement with LEAST Services/Counseling LLC. The Elk River Vision A welcoming community with revolutionary and spirited resourcefulness, exceptional service, and community engagement that encourages and inspires prosperity. Updated: January 2023 PROFESSIONAL SERVICES AGREEMENT WITH LEAST SERVICES/COUNSELING LLC Contract Number_______________ Contractor SSN or Federal ID Number 45-5313928 I. OPENING PARAGRAPH This Professional Services Agreement (“Agreement”) is made effective as of the 1st day of June, 2023 by and between the City of ELK RIVER, a Minnesota municipal corporation (the “City”) and LEAST Services/Counseling LLC, a Minnesota limited liability company (the “Contractor”) for services to be provided under the terms of this Agreement. II. RECITALS WHEREAS, the Contractor is a Minnesota limited liability company focused on counseling services for incidents arising in the City; WHEREAS, the Contractor represents that it has the requisite skills to assist City employees, officials, contractors, and agents and policy makers in providing psychological services including counseling, consultation, and training to the ELK RIVER Police Department (“Professional Services”); WHEREAS, the City believes that the provision of Contractor’s Professional Services to ELK RIVER Police Department promotes public health, safety, morals, and the general welfare; WHEREAS, the City desires to engage the Professional Services of the Contractor, and the Contractor desires to assist the City with its Professional Services; and WHEREAS, the parties wish to set forth in writing the terms and conditions of this Agreement. NOW, THEREFORE, in return for the mutual agreements set forth below, the parties agree as follows: AGREEMENT III. SCOPE OF AGREEMENT LEAST Services/Counseling agrees to provide psychological services including counseling, consultation, and training to the ELK RIVER Police Department. Examples of this service include: 1 412724v5 MJM BR270-24  Provide confidential counseling services to ELK RIVER Police Department employees seeking assistance for stress related mental health issues that may affect work performance;  Provide training to the ELK RIVER Police Department related to/and intended to promote the psychological and emotional health of to ELK RIVER Police Department employees;  Respond, when requested and available, to incidents identified by ELK RIVER Police Department supervisory personnel as critical incidents;  Respond when requested and available, to support and advise the Crisis Intervention Team/Negotiators of the ELK RIVER Police Department;  Periodically perform ride along with to ELK RIVER Police Department officers; and  Any other services mutually agreed upon in writing between the parties. Confidential services will be provided at a location agreed upon by the ELK RIVER Police Department employee and Contractor. The Contractor shall provide the required personnel and related support services to effectively and efficiently provide its Professional Services. IV. COMPENSATION 1. Counseling, Consultation, and Other General Work a. The Contractor shall be compensated at a rate of $145.00 per hour for counseling and other general work. 2. Mental Health Check-Ups a. The Contractor shall be compensated at a rate of $140 per hour for Mental Health Check-Ups. 3. Training a. $190 per hour for mental health-related training. Training preparation will be paid at $95 per hour. 4. Retainer a. The Contractor will be compensated $180 per month for contract retainer fee and for being available outside of normal business hours. This compensation is separate from any time spent responding to incidents where travel and crisis response is requested, or substantial time on the phone is requested. 5. Mileage and Drive Time a. Contractor travel shall be compensated at the current Federal IRS mileage rate. b. Contractor travel shall be compensated at a rate of $25 per hour. 6. Total Compensation: 2 412724v5 MJM BR270-24 The total compensation under this Agreement for Professional Services (including reimbursement expenses) shall not exceed $15,000 per 12-month period. Any expenses for supplies over $50.00 per month must be approved in advance by the ELK RIVER Police Department. Receipts shall be provided to the City for all expenses for which reimbursement is sought. The Contractor shall be required to submit a monthly work time report to the ELK RIVER Police Department by the 15th of each month. The City will honor no claim for services not specified in this Agreement. V. RECORDS Pursuant to Minnesota Statutes § 16C.05, subd. 5, Contractor agrees that the books, records, documents, and accounting procedures and practices of Contractor, that are relevant to the contract or transaction, are subject to examination by the City and the state auditor or legislative auditor for a minimum of six years. The Contractor shall maintain such records as are deemed necessary by the City to insure that the Professional Services are provided as represented by the Contractor. The Contractor shall maintain the records in a manner that insures confidentiality to service recipients; however the Contractor shall provide disclosure of identities to the City or a third party if so required by law or regulation. All reports provided to the Contractor shall be securely maintained in locked file drawers or a locked room. Contractor shall maintain such records for a minimum of six years after final payment. The parties agree that this obligation will survive the completion or termination of this Agreement VI. EXCHANGE OF INFORMATION The Contractor acknowledges that the City may withhold information, data, or reports when the release of such information could compromise an ongoing criminal or civil investigation, when it contains information regarding child sexual abuse or juvenile offenders, or when dissemination is prohibited by law or regulation. The Contractor agrees that it will not distribute City Department reports to any third party, except the following: ELK RIVER City Attorney’s Office, Sherburne County Attorney’s Office, and Sherburne County Probation Office. The Contractor further agrees that it will not provide copies of City Department reports to victims or offenders and will refer any individual or entity that requests such information to the City Department. The Contractor agrees that it will not attach a City Department report to an Order for Protection. The Contractor’s use of City Department reports for training or technical assistance must be pre-approved in writing by the City’s Chief of Police, and Contractor’s usage of such reports must be consistent with the requirements of any applicable local, state, or federal law, rule, or regulation. VII. EFFECTIVE DATE AND TERMINATION DATE 3 412724v5 MJM BR270-24 This Agreement shall be in full force and effect from June 1, 2023 through May 31, 2024 unless otherwise extended by the ELK RIVER Police Department or terminated earlier under Paragraph XVII, Cancellation. VIII. ENTIRE AGREEMENT The entire agreement of the parties is contained in this document, Exhibit A, and any addenda or amendments signed by the parties. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter of this Agreement. This Agreement is valid only when signed by both parties. IX. SUBSTITUTIONS AND ASSIGNMENTS Professional Services by the Contractor will be performed by the Contractor. Upon the prior written approval of the City, the Contractor may substitute or assign the performance of the Professional Services. Said prior written approval must be evidenced by a written amendment of this Agreement signed by the City and the Contractor. X. CONTRACT ADMINISTRATION All provisions of this Agreement shall be coordinated and administered by the persons identified in Paragraph XVIII, Notices. XI. AMENDMENTS No amendments may be made to this Agreement after signing by the parties, except for extensions of time, increases in compensation, or increases or reduction of the Professional Services. All amendments shall be in writing, signed by the City and the Contractor. XII. INDEPENDENT CONTRACTOR It is agreed that Contractor, its employees, officers, agents, and assignees, will act as an independent contractor and acquire no rights to tenure, workers’ compensation benefits, unemployment compensation benefits, medical and hospital benefits, sick and vacation leave, severance pay, pension benefits, or other rights or benefits offered to employees of the City. XIII. CONTRACTORS INSURANCE The Contractor shall maintain the insurance coverage as set forth in Exhibit A during the term of this Agreement. XIV. DATA PRACTICES Data and information provided to Contractor under this Agreement or through the provision of services for the City under this Agreement shall be administered in accordance 4 412724v5 MJM BR270-24 with Minnesota Statutes, Chapter 13, and all data on individuals shall be maintained in accordance with all applicable laws, rules, and regulations. XV. DISCRIMINATION The Contractor agrees not to discriminate in providing Professional Services under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, status with regard to public assistance, or religion. Violation of any this section may lead to immediate termination of this Agreement. Contractor agrees to comply with the Americans with Disabilities Act as amended (“ADA”), section 504 of the Rehabilitation Act of 1973, and the Minnesota Human Rights Act, Minnesota Statutes, Chapter 363A. Upon request, Contractor shall provide accommodation to allow individuals with disabilities to participate in all Services under this Agreement, and any additional costs incurred may be invoiced to the City. XVI. APPLICABLE LAW The law of the State of Minnesota shall govern all interpretations of this Agreement, and the appropriate venue and jurisdiction for any litigation which may arise under the Agreement will be in and under those courts located within the State of Minnesota, regardless of the place of business, residence or incorporation of the Contractor. XVII. CANCELLATION This Agreement may be terminated by either party at any time with or without cause, upon thirty days written notice. In that case, City shall only pay on a pro rata basis for Professional Services rendered in accordance with this Agreement prior to the termination date. XVIII. NOTICES Any notice, approval, or demand authorized or required under this Agreement shall be in writing and shall be sent by U.S. first class mail to the other party as follows: To the Contractor: LEAST Services/Counseling LLC Scott Marks MSW, LICSW PO Box 1742 Minnetonka, MN 55345 To the City: ELK RIVER POLICE DEPARTMENT Ron Nierenhausen, Chief 13065 Orono Pkwy ELK RIVER, MN 55330 5 412724v5 MJM BR270-24 XIX. CONFLICT OF INTEREST/CODE OF ETHICS The Contractor shall use best efforts to meet all professional obligations to avoid conflicts of interest and appearances of impropriety. In the event of a conflict, the Contractor, with the consent of the City, shall arrange for suitable alternative representation. It is the intent of the Contractor to refrain from handling matters for any other person or entity that may pose a conflict of interest, or may not be in the best interests of the City. The Contractor agrees that it will not represent any other party or other client which may create a conflict of interest in its work with the City. If Contractor is unclear whether a conflict of interest exists, Contractor will immediately contact the Department to request an interpretation. The Contractor agrees to be bound by the State of Minnesota’s Code of Ethics. Contractor certifies that to the best of its knowledge all employees participating in this Agreement will comply with this Code. It is agreed by the parties that any violation of the Code of Ethics may be grounds for the termination of this Agreement. XX. WAVIER No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged with such a waiver. XXI. COMPLIANCE WITH LAWS Contractor shall exercise due professional care to comply with applicable federal, state and local laws, rules, ordinances and regulations in effect as of the date Contractor agrees to provide the Professional Services. Contractor agrees and understands that a violation of any of these policies, procedures, or rules constitutes a breach of the Agreement and sufficient grounds for immediate termination of the Agreement by the City. XXII. AGREEMENT NOT EXCLUSIVE City retains the right to hire other professional Contractor service providers for this or other matters, in the City’s sole discretion. XXIII. THIRD PARTY RIGHTS The parties to this Agreement do not intend to confer any rights under this Agreement on any third party. 6 412724v5 MJM BR270-24 XXIV. SEVERABILITY In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect. \[The rest of this page was left blank intentionally.\] 7 412724v5 MJM BR270-24 IN WITNESS WHEREOF, by attaching my signature below I represent that I have the requisite authority to enter into this Agreement on behalf of the City of ELK RIVER POLICE or LEAST Services/Counseling LLC and have executed this Professional Services Agreement effective as of the date first written above. CITY OF ELK RIVER POLICE By _____________________________ By ______________________________ City of ELK RIVER, City Administrator City of ELK RIVER, Chief of Police Cal Portner Ron Nierenhausen LEAST SERVICES/COUNSELING LLC By _____________________________ Scott Marks, Owner 8 412724v5 MJM BR270-24 EXHIBIT A Insurance Requirements General Liability: $1,000,000 Each Occurrence $1,000,000 Personal Injury/Advertising Injury $2,000,000 Annual Aggregate $5,000 Medical Payments (optional) Workers’ Compensation: $100,000 Each Accident $500,000 Policy Limit $100,000 Each Disease Statutory Limits Apply These Workers’ Compensation requirements listed herein are not mandatory until and unless the Contractor hires an employee or is otherwise required by law to provide workers’ compensation insurance. Umbrella/Excess Liability: $1,000,000 Each Occurrence and Annual Aggregate 9 412724v5 MJM BR270-24