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HomeMy WebLinkAboutBLUM, LAWRENCE D. 1-2005 INSURANCI: ON fill WORK MAY PROCEED UNTIL INSURANCE EXPIRES (p_I-Olc> CLERK OF COUNCIL DATE: '2 . ~ - C S N-2005-085 CONSULTANT AGREEMENT C-cPv F.'sU'\L THIS AGREEMENT, made and entered into this ;;('ltk-dayof ,:Jl"-l L\ ,2005 by and between Lawrence D. Blum, Ph.D., a Professional Corporation (hereinafter "tonsultant"), 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 (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of psychology to perform psychological evaluations as herein described. B. Consultant represents that Consultant 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 terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide those services set forth in Exhibit A, attached hereto. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $10,000.00 during the term of this Agreement. b. Consultant shall submit a detailed invoice of services performed at the time he submits written reports. City shall pay Consultant within thirty (30) days following receipt of said invoice, subject to City accounting procedures. 3. TERM This Agreement shall commence on the date first written above and continue until depletion of the maximum contract amount as stated in Section 2, above, unless terminated earlier in accordance with Section 12, below. 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 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 performance of this Agreement. 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. Consultant shall supply City with a fully executed additional insured endorsement containing the following clauses: I. "The City of Santa Ana, its officers, employees, agents, volunteers and representatives, is added as an additional insured as respects operations of the named insured performed under contract with the City of Santa Ana." 2. "It is agreed that any insurance maintained by the City of Santa Ana shall apply in excess of and not contribute with, insurance provided by this policy." b. 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. c. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 2 d. 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. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability 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 Consultant's acts of negligence or willful misconduct in the performance of this Agreement. 7. 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 (e) is independently developed by the Consultant without reference to information disclosed by the City. 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. 3 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: 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: and: City of Santa Ana Police Department Attention: Personnel Commander 60 Civic Center Plaza (M-97) P.O. Box 1981 Santa Ana, California 92702 telefacsimile (714) 245-8090 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: Lawrence N. Blum, Ph.D., Inc. 5182 Katella, Ste. 205 Los Alamitos, California 90720 telefacsimile 562- 493-8897 A party may change its address by giving notice in writing to the other party. Thereafter, 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 telefacsimile, 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 4 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 deliver 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. 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 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 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 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. IS. 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 5 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 its 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 indenmify 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 iffully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: / ---4.. tj CITY OF SANTA ANA / .~2J ""'~~LL'-L--L. PATRICIA E. HEALY Clerk of the Council ~~ lU../J /ill DAVIDN.REA~ City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: . ,/ J. / Laura Sheedy ./ Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT c~ llz~.' \,~ ~l~ PAUL M. WALTERS Chief of Police L~.t;:~ltiit.~lJ41k TaxID# 9).~1701c..o 6 EXHIBIT A 1. SCOPE OF SERVICES COMPLETE POST-TRAUMATIC PSHCHOLOGICAL INCIDENT EVALUATION Consultant agrees to give City's Police Department Employees involved in violent incidents, such as a life-threatening situation and/or serious injury or death to any person, complete post-traumatic psychological evaluation. a. A complete post-traumatic psychological incident evaluation includes, but is not limited to, clinical interview and post-traumatic counseling. b. Initial psychological service contact with involved officer(s) shall be made immediately if possible, but no later than forty-eight (48) hours following the incident. c. A minimum of three (3) follow-up counseling sessions shall follow, if the Consultant deems those sessions necessary. Such follow-up sessions shall, whenever possible and practical, be scheduled by Consultant at Consultant's Orange County office location, unless otherwise agreed by involved officer(s). d. In those cases where Consultant deems that immediate follow-up counseling sessions are not indicated, Consultant shall schedule one (I) follow-up session within a period of not less than fourteen (14) days and not more than thirty (30) days following the traumatic incident with the involved officer(s) to assess whether additional sessions shall be deemed necessary. Such sessions shall, whenever possible and practical, be scheduled at Consultant's Orange County office location unless otherwise agreed by involved officer(s). Following such sessions, Consultant shall provide City's Police Department with verbal recommendation as to the necessity of additional sessions and an assessment of officer(s)' recommended duty status within forty-eight (48) hours. A written psychological assessment of the officer(s) evaluated shall be submitted within five (5) calendar days to City's Police Department upon completion of such follow-up counseling session(s). e. Consultant shall provide City's Police Department with a verbal recommendation for return of said officer(s) involved in traumatic incidents to full or modified duty status as soon as possible and in no case later than forty-eight (48) hours following the incident. f. Consultant shall provide City's Police Department with a written psychological assessment of officer(s) in question and a recommendation as to their suitability to return to active duty, full or modified, and need for follow-up treatment within five (5) days following the post-traumatic counseling session. 7 g. At the direction and with the consent of City Police Department, Consultant shall provide similar post-traumatic incident counseling services to immediate family members of involved officer(s) adversely impacted by the incident. The goal of such services shall be to stabilize external factors, which might otherwise affect officer( s) return to duty or recovery and to determine if referral to other private service providers is warranted. Verbal consultation with City's Police Department is recommended but no written reports of family member counseling sessions are required unless otherwise indicated or where the fitness for duty of the officer(s) comes in doubt. REVIEW OF FITNESS FOR DUTY Consultant agrees to 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 City. a. For purpose ofthis Agreement, a 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 recommendation for employment. b. Consultant agrees to 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. c. Consultant agrees to 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. CRISIS INTERVIEW COUNSELING Consultant agrees to conduct crisis intervention counseling with authorization and approval ofCity's Police Department when a Department employee(s) is believed to be gravely disabled as a result of psychological disorder or emotional disturbance and unable to perform any or all of the full range of duties of an employee's classification. a. Consultant agrees to obtain authorization from City's Chief of Police, or designate, prior to conducting crisis intervention counseling of City's Police Department employee(s). Should intervention be requested by employee and not Department, Consultant agrees to obtain authorization from City's Chief of Police, or designate, prior to conducting crisis intervention counseling. II. COMPENSATION In consideration for Consultant services, City shall pay Consultant the hourly rate as follows: 8 . Complete post-traumatic psychological incident review (scheduled) $200 per hour. . Emergency Crisis Intervention (ECl) $250.00 per hour. . Fitness for duty review $1250.00 . Testimony in court $350.00 per hour. The total sum payable under this Agreement shall not exceed ten thousand dollars ($10,000.00) for all services and evaluations performed, travel costs and other expenses. Consultant shall submit a detailed invoice for services performed at the time of submission of each report. City will pay Consultant within thirty (30) days following the receipt of invoice for services performed, but not more often than one time per month. City's payment is subject to review under City's standard accounting procedures. 9 MEMORANDUM OF INSURANCE Date Issued: 05/09/2005 Insured: This memorandum is issued as a matter of information only and confers no rights upon the LAWRENCE N BLUM PHD INC holder. This memorandum does not amend, 5182 Katella Ave extend or alter the coverages afforded by the Ste 205 policy and/or certificate listed below. Los Alamitos, CA 90720-2857 Company Affording Coverage Producer Trust Risk Management Services, Inc. Ace American Insurance Company 181 W Madison St Ste 2900 Chicago, IL 60602-4643 Covered Person (Status) Owner X LAWRENCE N BLUM PHD INC Employee This is to certify that the policy and/or certificate listed below has been issued to the insured named above for the policy and/or certificate period indicated, notwithstanding any requirement, term or condition of any contract or other document with respect to which this memorandum may be issued or may pertain. The insurance afforded by the policy and/or certificate described herein is subject to ail terms, exc lusions and conditions of such policy and/or certificate. The limits shown may have been reduced by paid claims. Policy and/or Type of Insurance Certificate Effective Date Expiration Date Limits Number Professional Liability Each incident $ 1,000,000 Claims Made 78822356288 06/01/2005 06/01/2006 Annual aggregate $ 3,000,000 Retro Date: 02/01/1992 Memorandum Holder SHOULD ANY OF THE ABOVE DESCRIBED POLICIES AND/OR CERTIFICATES BE CANCELLED BEFORE THE EXPIRATION DATE The City of Santa Ana THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED 20 Civic Center Plaza TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL Santa Ana, CA 92702 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY ITS AGENTS OR REPRESENTATIVES. APPROVED /\:'\ 10 !'UR~vj _<i .. 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