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HomeMy WebLinkAboutCOOPERATIVE PERSONNEL SERVICES 1 - 2002 .... ,~ v;¢ N'2002-030 : : ';..~'57, , ..~ C.;,,,5:> ~ ~ CONSULTANT AG~EMENT ~:'' THISAG~EMENT, made and entered into this ~ day of ~]~ ,2002by ~d be~een Cooperative Perso~el Se~ices, a California Joint Powers Authority (hereina~er "Consult~t"), ~d the City of S~ta ~a, a cheer city ~d municipal co~oration org~ized ~d existing under the Constitution ~d laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of developing written examinations for the positions of Fire Captain and Fire Dispatcher. B. Consultant is experiences, knowledgeable, and has the personnel capable of providing the written examinations required. City desires to purchase written examinations for the positions of Fire Captain and Fire Dispatcher, prepared and developed by consultant. Consultant agrees to funfish the City a multiple-choice custom examination for the positions of Fire Captain and Fire Dispatcher, to be administered by the City at a time and date to be determined. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Consultant agrees to develop written examinations for the positions of Fire Captain and Fire Dispatcher. b. The City will select and, if necessary, edit specific questions after reviewing the certification examinations. Consultant will compile the selected exam questions and provide the City with the requested amount of examination booklets. Extra booklets will be provided by consultant upon request by the City. d. Consultant is not responsible for exam validation or candidate qualification and ranking. e. Related inquiries will be referred to the City's authorized representative. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as payment for the services specified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $10,000.00 during the term of this Agreement. Payment by City shall be made within thirty (30) 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. Any breach of examination material security by City will compromise the certification system, and will result in an assessment to the City of a $500.00 security penalty fee. 3. TERM This Agreement shall commence on the date first written above and terminate on June, 30, 2003, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Personnel Services Agency and the City Attorney. 4. 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 undertaking performance of work trader 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 performance 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 2 bodily and personal injury, including death resulting therefrom, and property damage, in the total amotmt of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of 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 3300 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 liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 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 in form by the City Attorney. (iii) 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 City. f. 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 effect 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. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, 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 health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their 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 mason 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. 7. CONFIDENTIALITY If Consultant receives from the City, or if City receives from Consultant information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant and City mutually agree that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exemise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. The City agrees that all exam questions and contents shall be reasonably understood to be confidential. City shall not use or disclose such information except in the performance of this agreement. "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 soumes; (b) is, through no fault of the City or Consultant is disclosed in a publicly available source; (c) is in rightful possession of the City or Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the City or Consultant without reference to information disclosed by the other party. 8. 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. 9. 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 4 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Mary Radcliffe, Personnel Analyst City of Santa Ana 20 Civic Center Plaza, M-24 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6930 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Cooperative Personnel Services Attn: Mr. Vince MacManus 241 Lathrop Way Sacramento, Califomia 95815 telfacsimile (916) 263-3613 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other 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 telefacsimile, any notice, tender, demand, delivery, or other 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 time frames, weekends, federal, state, County or City holidays shall be excluded. 10. 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 nor 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 are not embodied herein. 11. 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. 12. 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 Consultant 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 deriver to the City all work product 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 thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. 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 6 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. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enfomement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of Califoruia. Both parties further 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. 15. 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 of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow 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 forth in the body of this Agreement. 1N WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Clerk of the Council CITY OF SANTA ANA) City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Atto~ l~y: Benign Chief AssiStant Cit3~ Attorney RECOMMENDED FOR APPROVAL: nrique (F/~ry) ~ivai' Executiv~l~ir;~t/or off?Personnel Services Agency City of Santa Ama~ CONSULTANT: Human Resource Services March 25, 2002 Ms. Thien-Vu Ngo City of Santa Aha 20 Civic Center P/aza Santa Aha, CA 92702 Dear Ms. Ngo: . ' 241 Lache~ V'~y R~for~l O~ce 6~7.~45.6821 The ptrrpose of cms letter is to outline the Scope of Service and cost for Cooperative Personnel Services (CPS) to develop written tests to be rented by the City of Santa A~a for two selection exarninadons: Fire Captain and Fire Services Dispatcher. CPS is developing both tests under CPS' standard fixed cost agreement for semi-stock tests. These costs are outlined in the Test Security Agreement between the City of Santa Ann Human Reso~ces and CPS. The cost for each written test rental is as follows: Fire Captain Base Fee $295.00 Per candidate fee $13.00 X City's estimate 40 candidates $520.00 Shipping and h~mdling (10% of total order) $ 81.50 Total for Fire Captain $896,50 Fire Services Dispatcher Base Fee $295.00 Per candidate fee $13.00 X City's estimate 20 candidates $260.00 Shipping and handling (10% of total order) $ 55.50 Total Fire Services Dispatcher $610.50 Total for both written test rentals $1507.00 Please let me know if you have questions or need additional information. Singerely& Vince MacMamis CPS Exam Services CPS Board Member Agencies EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Aha, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative 10 ACORD. CERTIFICATE OF LIABILITY INSURANCE 06/27/Z003 PRO~CER (916)443-0200 FAX (916)443-0251 Owen Dunn Insurance Services License Number: 0670167 2831 G Street Suite 200 Sacramento, CA 95816-3721 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED Cooperative Personnel Services 241 Lathrop Way Sacramento, CA 95815 TRAVELERS COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN iSSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING /~NY REQUIREMENT, TERM OR CONDITION O~ ANY CONTRACT OR OTHER DOCUMENT WiTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIh, THE INSURANCE AFFORDED BY THE POLIC!E$ DESCRIBED HEREIN I$ SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITION30~ SUCE POLICIES AGGREGATE LIMITS S~OWN MAY HAVE BEEN REDUCED BY PAID CLA ~S. O~N~L LmABiLm~ 607704A197 O7/01/2003 O7/01/2004 PRODJCTS COMP/O= AGG ~ 2 ~ O00 , 000 ~AU~OMOBIm Lm~BIL~W 107704A197 O7/O1/2003 O7/O1/2OO4 I I[X~ESSUASmU~ EX7704A197 07/01/2003 ' O7/O1/2004 EACH~CUR~ENCE i WORKERS C0MPENSAnON ANt ~Bl176A220 07/01/2004 I EMPLOYER~' LIABI~! 07/O1/2003 v ~00,~0( Re: Callforn~a OperatSons '~ ~ 5enera] L~ab~]~ty Add~tJona~ Zn~red as per attached endorsement CG DZ 48 [OOZ w/ primary word~ng Upon non-pa~ent of premium, [O ~y not~ce of cancellation appl ~es. E HOLDER I ADOITIQNAL INSURED; INSURER LETTER: A CANCELLATION City of Santa Ana Attn: Thien-¥u Ngo 20 C~vic Center Plaza Santa Aha, CA 92702 ACORD 25-8 (7/97) SHOULD ANY OF 'NE ABCVE DESCRIBED POLICIES BE CANCELLED BEFORE THE AUTHORIZED REPRESENTATIVE 4aryanne Novak/CBV ~ ..... ~ OACOR~ CORPORATION 1998 IMPORTANT If the certificate holder is an ADDITIONAL iNSURED, *,he policy(ids) must De endorsed A statement on this certificate does not confer rights to the certificate holder ir- lieu of such endorsement(s), If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on thi~ certificate does not confer rights to the certificate holder in lieu of such endorsement(s) DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the ~ssuing insurer(e), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, e~end or alter the coverage afforded by the policies listed thereon. ACORD 25.S City of Santa Ana :ert~ficate issued to City of Santa Ana men Dunn Insurance Services 06/2?/2003 6/27/2003 :C D2 48 10 02 COMMERCIAL GENERAL LIABILITY nsurance Carrier: TRAVELERS 'olicy Number: 6607704A197: 'olicy ~eriod: 07/01/2003 to 07/01/2004 HIS ENDORSEMENT CHANGES THE POLICY. PLEASE REA3 IT CAREFULLY. LANKET ADDITIONAL INSURED CONTRACTORS OPERATIONS) OMMERCIAL GENERAL LIABILIIY COVERAGE PART :O~iMERCIAL GENERAL LIABILITY - CONTRACTORS COVERAGE PART · WHO iS AN INSURED - (Section II) is amended to include any per'son or organization you are required :o nclude as an additional insured on th~s policy by a written contract or written agreement in effect during his policy peri od and signed and executed by you prior to the loss for ~hich coverage is sought. The ierson or organization does not qualify as an additional insured with respect to the independent acts or ,missions os such pe-son or organization. The person or organization is only an additional insured with espect to liability caused by "your work" for that additional insured. The ;nsurance providec to the additional insured is limited as follows: ) In the event that the limits of liability stated in the policy exceed the limits of liability equired by a written contract or written agreement ~n effect dur'ng this policy period and signed and xecuted by you prior to the loss for which coverage is sought, the insurance provided by this endorsement halt be limited to the limits of liability required by such contract mr agreement. Th~s endorsement shall pt ~ncrease the l~mi~s st2ted ~n Section Iii - LIMITS OF INSURANCE. ,) The ,nsurance orowdeP to the additicnal insured does not apply to "bodily injury", "property lamage", "personal injury" or "advertisirg in3ury" arising out of an architect's, engineer's or SUl-veyor's endering of or failure to render any professional serwces ~nctuding: The preparimg, approving or failing to prepare or approve maps, shop drawings, opinions, reports, urveys, field orders, change orders, or drawing and specifications; and I. Supervisory on inspection activities performed as part of any related architectural or engineering ) This insurance does not apply to "bocily in3ury", or "property ~amage" caused by "your work" included n the "products-completed operations hazard". Subpart (1)(a) of the pollution exclusion under Paragraph 2., Exclusions of Bodily Injury and 'roperty Damage Liability Coverage (Section I - Coverages) doe~ not apply to you if the "bodily injury" or property damage" arises out of "your work" performed on premises which are owned or ren~ed by the dditional insured at the time "your ~ork" is performed. Any coverages provided by this endorsemen~ to an additional insured shall be excess over ark other alid and collectible insurance available to the additioea] insured whether primary, excess, contingent or n any other basis unless a written contract or written agreement ~n effect during this policy period and igned and executed by you prior to the loss for which coverage is sought specifically requires that this nsurance apply on a primary or non-contributory bases· When this ~nsurance is primary and there ]s other nsurance available to the additional ~nsuned from any source, we will sharq ~th ~atkg~qe~-~surance he method described in the policy. ' City of Santa Aaa :ertificate issued to City of Santa Aaa 06/27/2003 Wen Dunn Insurance Services As a condition of coverage, each additional insured must: ) Give us prompt written notice of any "occurrence" cr offense which may result in a claim and prompt fritter notice "suit". ) Immediately forward all legal papers to us, cooperate in the investigation or settlement of the claim :r defense against the "suit", and otherwise comply with policy conditions. ) Tender the defense and indemnity of any claim or "suit" to any other insurer which also insures gaqnst a loss ~ cover under this endorsement. This includes, but is not limited to, any insurer which has ssued a policy of insurance in which the additional insured qualifies as an insuree. For purposes of this 'equirement, the term "insures against" refers to any self-insurance and to any ~psurer which issued a olicy of ~nsurance that may provide coverage for the loss, regardless of whether the additional insured as actually requested that the insurer provide the additional insured with a defense and/or indemnity ~nder that policy of insurance. l) Agree to make available any other insurance that the additional insured has for a loss we cover under his endorsement. C D2 48 10 02 Copyright, The Travelers Indemnity Company, 2000 ,4/11/2002 iG 20 26 11 85 COMMERCIAL GENERAL LIABILITY ~MED INSURED: Cooperative Personnel Services 'OLICY NUMBER: 3MG70450510 NSURANCE COMPANY: American Manuf. Mutual Ins Co FFECTIVE DATE: 07/01/2002 his endorsement changes the policy. Please read it carefully. DDITIONAL INSURED DESIGNATED PERSON OR IRGANIZATION his endorsemnent modifies insurance provided under :OMMERCZAL GENERAL LIABILITY COVERAGE PART, CHEDULE lame of Person or Organization: The Community Redevelopment Agency of the City of Santa Aha, and the City of Santa Aha, their espective officers, employees, agents, volunteers and representatives, C~t¥ o~ Santa Aha :erti~¢ate ~ssued to City oF Santa Aha ~wen Dunn [nsurance Services 06/27/2003 leclarations as applicable to this endorsement.) ~HO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the chedu]e as an insured but only with respect To liability arising out of your operations or premises owned ly or rented to you. C 20 26 11 85 Copyright, Insu'ance Services Office, Inc., 1984