HomeMy WebLinkAboutERSOYLU CONSULTINGThe agreement with
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City of Santa Ana
Clerk of the Council
Revised 05 -22 -08
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AGREEMENT TERMINATION
Please complete this form when the attached agreement is no longer In eifact
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Return form to the Deputy Clerk of the Council (M -30).
Call 647 -5238 if you have any questions.
The agreement with
No. U was completed on U wl ®c)
and final payment has been made.
Department: Fdr
Signature: gE:j Q.As oi—) C,@���i�
Date: I V1 �}[ (f
City of Santa Ana
Clerk of the Council
Revised 05 -22 -08
INSURANCE~QT ON FILE
WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE: g -'t-o ~
N-2008-098
V '_ marks $ (~.~ _ (~~ CONSULTANT AGREEMENT
Gar la ~hoY-. k, v.s
~ THIS AGREEMENT, made and entered into this 9a' day of July, 2008 by and between
Ersoylu Consulting, a Califomia corporation (hereinafter "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 (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
child development.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Ageement, 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 fum 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 assess the effect of a lack of open space as a contributing factor to risks
associated with problem behaviors in youth, such as obesity and gang involvement (hereinafter,
"the Project"), as set forth in Exhibit A to this Agreement.
2. OWNERSHIP -WORK FOR HIRE
Consultant warrants and represents that it has the absolute right to enter into and perform
this agreement and will perform its obligations hereunder in accordance with standards and
practices prevailing in the industry. Consultant's contribution to the Project, including works to
be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or
personal rights of any third person or party. Consultant's performance hereunder, including all
suggestions, ideas or other contributions to the Project, and the resulting works, including
without limitation videotape masters and all copies thereof, that result from the Project, shall be
deemed "works made for hire" as defined in the United States Copyright Act, and City will be
deemed, as to the creation of such work, the sole and exclusive author thereof. To the extent that
any portion of the works from the Project is determined not to be a "work made for hire", then
Consultant hereby assigns and transfers to City all worldwide right, title and interest in and to
such work and shall execute any and all documents reasonably necessary to effect or evidence
such assignment and transfer.
3. 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 $25,000 during the term of this Agreement.
b. 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.
4. TERM
This Agreement shall commence on the date first written above and terminate on June 30,
200, unless terminated earlier in accordance with Section 13, below. The term of this
Agreement may be extended upon a writing executed by the Executive Director the Parks,
Recreation and Community Services Agency and the City Attorney.
5. 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 anemployer-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 aze 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.
6. 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. Due to the nature of services provided, Commercial General Liability Insurance is not
required.
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. 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.
e. 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.
INDENINIFICATION
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 azising 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 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.
8. 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.
9. 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 perfonnance of services specified under
this Agreement.
10. 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
Executive Director of Parks, Recreation and Community Services
City of Santa Ana
888 W. Santa Ana Blvd., Suite 200
P.O. Box 1988 (M-23)
Santa Ana, California 92702
telefacsimile (714) 571-4221
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: Ersoylu Consulting
Leah Ersoylu
2372 Fordham Drive
~ California 92626
CrS~Mesa
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 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.
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 nor
the City. Each parry 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.
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 ofthe 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 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.
b. Payment need not be made for work which fails to meet the standazd of performance
specified in the Recitals of this Agreement.
14. 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.
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 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.
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 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.
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warants 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
~~~
PATRICIA E. HEALY
Clerk of the Council
CITY OF SANTA AN
U~~
DAVID N. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
By:
La Sheedy
Assistant City Atto ey
RECOMMENDED FOR APPROVAL:
LGt~
GERARDO MOUET
Executive Director of the
Parks, Recreation and
Community Services Agency
ERSOYLU CONSULTING
`-~
LE SOYLU
President
Tax ID# ZlP-Zlo 9128c~'
EXHIBTT A
SCOPE OF SERVICES
Youth and Family Master Plan
Scope of Work
Exhibit A
For the one year assessment focusing on the lack of open space as a contributing factor to the
risks associated with problem behaviors in youth, such as childhood obesity and gang
involvement, several preliminary planning steps are required. The process has been divided into
four conceptual Phases.
PHASEI
City of Santa Ana Parks, Recreation, and Community Services (PRCSA) Director (or designated
staff) will work with Dr. Ersoylu to identify key experts in youth services and recreation that
should be involved in the first focus group, which will provide input in the design of a survey to
be administered to all Santa Ana youth-serving organizations.
Focus Group #1
Focus group #1 will include 6-8 experts from the community, including EPIC Commission
representative(s) and experts that provide youth physical activity services. Dr. Ersoylu will draft
a baseline data brief with data related to open space and obesity in Santa Ana, including data
gathered from PRCSA and other relevant data on the linkages between open space and childhood
obesity and information gathered from SAPD on youth crime data. The baseline data report will
be reviewed by the focus group.
Focus group #1 participants will give input on the survey instrument questions, and insight into
best practices and current trends in the relationship between physical activity and youth obesity
and/or violence that they have seen work locally. They will also help identify key agencies or
organizations that should be sent the survey that is developed. Following the focus group, Dr.
Ersoylu and her staff will compile the notes, analyze them, and draft the survey instrument. This
instrument will be shared with key members of the focus group who agree to review it.
Survey
The draft survey will be reviewed by the PRCSA Director (or assigned staff) and will be used to
survey organizations in Santa Ana that offer youth sports and/or recreation opportunities. The list
of organizations will initially be comprised of those organizations identified by the PRCSA.
Each service provider will be surveyed only once and in the cases where the service provider
operates at several locations, the consultant will contact the highest-ranking relevant staff person
to complete the survey. This will ensure that the survey results give the perspective of the
majority of the organizational sites for that given organization.
In addition to this survey, Dr. Ersoylu will analyze the data from the Police Department survey
ofyouth-serving organizations in Santa Ana and incorporate relevant findings.
City &SAUSD Facilities Data
Dr. Ersoylu will interview key PRCSA and SAUSD reservations/facilities staff in order to secure
additional relevant data to clarify "umnet needs" for recreation space and to gain insight into the
levels of use at various locations.
Following these interviews, Dr. Ersoylu will gather and analyze GIS data from SAPD on youth
violence, SAUSD data on field use, and PRCSA data on park and recreation spaces, including
joint-use sites. This data will be combined with census data on income and density to provide a
clear understanding of the "umnet need" in the community for recreation space. GIS mapping
analysis will be conducted by City GIS staff. Dr. Ersoylu will submit appropriate requests to
GIS staff through Gerardo Mouet.
Report
First, the data will be summarized in a written report that will be provided to the RCSA Director
for input and feedback. The report will then be provided to a second focus group.
PHASE II
Focus Group #2
Data will be gathered from organizations and/or experts in Santa Ana that work with at-risk or
gang-involved youth. Dr. Ersoylu will conduct a second focus group with 2-3 youth-service
experts and 4-6 experts and/or service providers in the field of at-risk youth and. Interviews may
be done with individuals unable to attend focus groups to obtain their input. Following this focus
group, the recommendations and ideas generated will be incorporated into the report. A draft of
the report will be shared with the PRCSA Director (or assigned staff).
PHASE III
Soccer Club Organizational Data
The study of youth soccer organizations in Santa Ana will begin with an initial data-gathering
meeting with the appropriate staff within the PRCSA. An organizational analysis will be
conducted via a survey that PRCSA will send out to each Soccer Club in November. The survey
(designed by Dr. Ersoylu in collaboration with City staff) will be due back from the sports
organizations in January, along with other requirements imposed by PRCSA. It is our hope that
they will be more likely to respond to survey questions in this manner, given their deadline for
submitting organizational documents to PRCSA.
Survey Of Soccer Participants
The survey, in Spanish or English, will assess the demographics of participants, the costs and
resources the family needs to participate in the given soccer club/league, the levels of
participation and other relevant factors that PRCSA would like included. This survey will be
administered to a random sample of soccer family participants.
We will conduct in-person interviews with 50-100 participants. Dr. Ersoylu will recruit a small
team of bilingual students from UCI or Santa Ana College who can be trained in survey
administration and conduct interviews. Once the interviews are conducted, data will be entered
into SPSS statistical program. The summary results of these participant surveys will be written in
a report that includes the organizational data from the soccer organizations. These organizations
will be analyzed along a matrix of organizational questions. The data will demonstrate linkages
between the use of open space by the organizations and the resulting unmet needs for open space
by the communities not involved in soccer. Furthermore, the behavior outcomes for the youth
that participate in the soccer organizations will also be clear after the analysis.
PHASE IV
Final Report
The final report will provide a detailed analysis of three major issues, the un-met needs for open
space in Santa Ana and possible recommendations and solutions, the relationships between open
space and obesity and possible recommendations and best practices for ameliorating the growing
obesity epidemic in Santa Ana, and the relationship between open space/ recreation opportunities
and youth violence/ gang involvement and possible best practices and emerging creative
solutions to deal with that situation.
The data from the initial focus group, key informant interviews, youth-organization surveys and
soccer organizational analysis will inform the first section. Here, the GIS maps and overall
facilities analysis will provide the framework that identifies the situation and highlights areas of
unmet needs within the city. The second and third sections of the report will be based primarily
on the recommendations from the focus groups and insight from the surveys. However, these last
sections will be supplemented with recommendations based on best practices and emerging
practices that have been identified in the broader literature and nation-wide discussions on urban
youth and the linkages between open space and obesity and/or youth gang involvement.
Budget
Expense I Total CoSt Iln~KiI'id ProoosedFees
Personnel
Dr. Ersoylu (198 hours @$IIO/hour) $21,800 $21,800
0 Meeting w/Park & Recreation Staff
0 Recruit & Conduct focus groups
0 Create research sunnnaries/reports
0 Create survey instruments
Sandra Viera (100 hours @$30/hour) $3,000 $3,000
0 Research & Translation Support
0 Interviews of Soccer Participants
Suoolie.
Printing of Surveys 1$200 I $200
Focus Group Supplies 1$200 1$200 $0
Facilities
Office Soace $6,000 $6,000 $0
T elephone/lntemet $1,000 $1,000 $0
TOTALJJUDGET $25 000
WORKERS ' COMPENSATION DECLARATION
I vo..h EYS6j\q OWl\4 hereby affirm under penalty of perjury, the
(Namerr itle) I J
following declaration:
I certify on behalf of US o:J\ \A Co,",,, ,\\+, f'j that during the term of my
(OrganIzation Name)
contract with the , City of Santa Ana, I will not
employ any person in any manner so as to become subject to the workers' compensation
laws of California, and agree that if I should become subject to the workers'
compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply
with those provisions.
T'1..'-\OI(,
DATE:
By:
Cio~CL/
lE-lft\-\ ~ ') ""J LV
Name:
Title: OlJ0neQ,
Telephone: ~ 3' (0 90, 00\ '7
WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS
UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENAL TIES
AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000). IN
ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR
IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES.
Nr ;too&' - 0'18'
Infinity Commercial Auto
11700 Great Oaks Way, Suite 300
Alpharetta, -GA3002-2
Custumer Service: (800) 722-3391
Underwritten by: Infinity Select Insurance Company
Claims Service: (80m 334-1661
COMMERCIAL AUTO DECLARATION
POLICY NUMBER: 504-61000-6042-001
ERSOYLU CONSULTING
2372 FORDHAM DR
COSTA MESA CA 92626
POLICY PERIOD:08/04/2008 To 08/04/2009
This policy incepts on the date and time that the application for
insur.mce is eXecuted and shall expire at 12:0] a.m. on the last
day of the policy period.
The following coverages and limits apply 10 eal.:h descrihed
vehicle as shown below. Coverages are detined in the policy
and art: subjecr to fhe terms and conditions contained in the
policy. including amendments and endorsements. No changes
will tH:: effective prior lO the time changes are requesred.
# Yr Make - Model Serial Number COL/COM/FTC # Driver Name DOB Exc! $R22
1 06 HONDA CIVIC LX 2HGFA16556H506834 1000/1000 I NI 1 Leah Ersoylu 07/02/1977 No No
2 02 BMW 325CI WBABN33492PG58484 1000/1000 I NI 2 Sarp Ersoylu 05/21/1976 No No
COVERAGES - LIMITS OF LIABILITY PREMIUMS FOR VEHICLES
THE COVERAGE IS APPLICABLE ONLY IF A PREMIUM IS INDICATED VEH 1 VEH 2
Bodily Injury Uability $1.000,000 CSt 464 416
Property Damage Liability $1,000,000 CSt 218 196
Comprehensive 61 69
ColliSIon 267 274
Hired Auto - Bodily Injury 23 21
Hired Auto - Property Damage 11 10
Non-Owned - Bodily In,ury 23 21
Non-.Owned - Property Damage 11 10
PREMIUM BY VEHICLE: 1078 1017
I MCP/PUC: I TOTAL VEHICLE PREMIUM $ 2095.00
No PO L1CY FEES
TOTAL POLICY PREMIUM $ 2095.00
SEE REVERSE FOR ADDITIONAL INFORMATION
ENDORSEMENTS MADE A PART OF THIS POLICY:
50461NOE01; 50461HAE01; 50461POLOl
INSl1RED COPY
AMEND DATE: 08/04/08
Fonn 5046 IDECO I
Page 1 of 2
ENDORSEMENT: 1 - 1