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HomeMy WebLinkAboutSAXE-CLIFFORD, SUSAN, PH.D.INSURANCE NOT ON FILE -WORK MAY-�EROCEEQ___.. CLERK OF COUNCIL N-2019-208 ® DATE 201#CREENIENT TO PROVIDE PSYCHOLOGICAL EVALUATION SERVICES Qp C 9 FOR THE CITY OF SANTA ANA POLICE DEPARTMENT THIS AGREEMENT is made and entered into this 12th day of June, 2019 by and between Susan Saxe - Clifford, Ph.D., a professional corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On April 9, 2019, the City issued a Request for Proposal ("RFP") No. 19-040 for the purpose of retaining a consultant having special skill and knowledge in the field of providing psychological evaluation and counseling services for the City's Police Department. B. The City received numerous responses to the RFP. Consultant is one of the three parties selected by the City. Consultant represents that she is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW' THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the psychological evaluation services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed S 18,040. This amount is comprised of the base amount of S 16,800 and contingency amount of S 1,680 for services to be provided at the sole discretion of the City. b. Payment by City shall be made within 45 days (forty-fiye) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on July 1, 2019 and continue for a three (3) year term through June 30, 2022, unless terminated earlier in accordance with Section 13, below. J. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement, however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertakingperfbrmance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the perfi)rmance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with ;S2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single I imi to f not less than$ 1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d, If Consultant is or employs a licensed professional such as an architect or engineer: Professional Iiabi Iity (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with 52,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. HL Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Clty. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. b. INDEMNIFICATION Consultant agrees to defend, acid sliall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. ?. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by taw, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. R. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of'care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law, or (c) is independently developed by the Consultant without reference to information disclosed by the City. ). CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the, City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City, Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract' any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement' performed by City personnel or by other consultants retained by City. 13, TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination, In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Cnnstdtant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work' product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thercof for such purposes as the City deems appropriate, b, payment need not be made for work which tails to meet the standard of performance specified in the Recitals of this Agreement. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shalt be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State ofCa(ifornia, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shalt be cause for termination of this Agreement. 17, MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signatureherein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set firth in the body of this Agreement. 18. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) 11.0. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police Santa Ana Police Department 20 Civic Center Plaza (M-97) P.O. Box 1981 Santa Ana, California 92702 Fax: 714-245-8090 To Consultant: Susan Saxe -Clifford, Ph.D. 16530 Ventura Boulevard, Suite 603 Encino, California 91436 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall he excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attomey By: r4WK__ Tamara Bogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: DAV[ NTIN ief of Police Santa Ana Police Department CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: Susan Saxe -Clifford, Ph.D. President EXHIBIT A SCOPE OF SERVICES EXHIBIT A SCOPE OF WORK The City of Santa Ana is seeking a professional and experienced company to pre -employment psychological evaluation services, peer support training, and crisis counseling. Specific responsibilities include, but are not limited to: A. Complete Pre -Employment Psychological Evaluations (as needed) Perform a complete pre -employment psychological evaluation for the City's Police Department applicants. Said psychological evaluation shall comply with the California Peace Officer's Standards and Training (POST) Psychological Screening Manual, as well as any additional psychological suitability criteria specified by the City's Police Department. A complete pre -employment psychological evaluation includes, but is not limited to a clinical interview, administration of necessary tests, scoring of tests and preparing verbal and written recommendation for employment. Consultant shall: 1. Provide the City's Police Department a list of available appointment times for psychological evaluations; the appointment times must be provided 24 hours prior to pre -scheduled Commander oral interviews. The psychological evaluations shall be administered within seven business days of the Commander oral interviews. 2. Provide the City's Police Department with verbal recommendation of the candidate's psychological suitability for the classifications of Police Officer as well as other classifications within the Police Department within two (2) working days of said candidate's clinical interview. 3. Provide the City's Police Department with a written report of the candidate's psychological suitability for the classification of Police Officer as well as other classifications within the Police Department within five (5) working days of the candidate's clinical interview. This report must be received by the PD within five working days via US Mail, or may be sent in a pdf document via e-mail. 4. Complete the necessary Police Officer Standards and Training (POST) Continuing Professional Education (CPE) required for psychologists conducting pre -employment peace officer evaluations. The initial CPE requirement of six hours must be completed by May 6, 2019. Evaluators will need to complete 12 hours of POST -approved CPE every two years. The CPE Tracking System will calculate the required hours based on the effective date of this requirement (September 1, 2014) and the date the psychologist began conducting peace officer evaluations. B. Review of Fitness for Duty Review background investigations, clinical interviews, administrative reports and/or other relevant documents to determine an employee's psychological fitness for duty, when so directed by the City. Fitness for duty review includes, but is not limited to, clinical interviews, administration of necessary tests, scoring of tests, and preparation of verbal and written recommendations for employment. City of Santa Ana - RFP 19-040 for Psychological Services Page 1 Consultant shall: Outline all psychological concerns resulting from that review and submit to City's Police Department a recommendation concerning further testing and or evaluation which may be deemed appropriate. 2. Provide City's Police Department with verbal notification as to the above within forty- eight (48) hours, and with a complete written report concerning reviews of fitness for duty within ten (10) working days following receipt of documents or the last clinical interview of employee(s) in question, Note: The City may elect to enter into two agreements to allow for a separate psychologist to conduct fitness for duties. Provide Testimony In Court And Court Preparation _._--.------. Santa ._.---- _-_— City of Sante Ana - RFP 19-040 for-_ Psychological Services Page 2 EXHIBIT B COMPENSATION (RATES) EXHI BIT B CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR PSYCHOLOGICAL SERVICES PROPOSERS CERTIFICATION AND PROPOSAL ITEM PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals 1 have examined the Scope of Services (Exhibit A) and am familiar with the services being requested. I understand and agree that 1 am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal Proposal proposal Item Price - Pricing shall be ail inclusive shalt include all costs for a three-yearpsychological Service and based on the scope services agreement. Pricing of services described in -Anticipated Exhibit A. Cost No. Subtotal A. _..... ___ . ..... of Units Per Yr. 7BD $ TBD Pre -employment psychological $ Per applicant evaluations Sn Post -Traumatic �LLu� Po - $ _---Per hour-� __. $ ------.""" Psychological y gicalIncident Evaluation C _ Review of Fitness for Duty _ - - - Pe/r�hour TBD —� - $ TBD ~ tD. Crisis Intervention Counseling $ Per hour- E. Critical Incident Stress $ Per hour $ Nti1Rc9QG('flfrYlt _ _ F, Consultation Services _ $ Per hour G. Psychological Training Services $ Per hour $ - WTestimony in court and court $ Per hour„ TBD -- $ TBD Y J nrnrrarnfinn Nnn. 00 City of Santa Ana —RhP 19-040 for Psyc�Iogical Services,-- Page 20