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HomeMy WebLinkAboutSAXE-CLIFFORD, SUSAN 7 -2009s, } . WC required if consultant has employees. ~~SA('~ Scat . ~ ~L21 ~~~ Si"r~ 1~ mc, r~ INS:lRAti{;~: ~~~~~ VJOR1~ ~4'AY F ^01`I:EI) UNTIL i[VSI!F ~Wl~f: J(PIRES i~-t~~-('~~; ----- CLERK OF ~0'JN':~IL DATE: CONSULTANT AGREEMENT ~.~~ THIS AGREEMENT, made and entered into this 23`d day of June, 2009 by and between Susan Saxe-Clifford, Ph.D., a Professional 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 N-2009-082 A. The City desires to retain a consultant having special skill and knowledge in the field of psychological evaluation, to perform evaluations and counseling for the City. 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 perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. In consideration for Consultant services, City shall pay Consultant an hourly rate as follows: 1. For complete pre-employment psychological evaluation, City agrees to pay Consultant four hundred dollars ($400.00) per applicant. 2. For complete post-traumatic psychological incident review, fitness for duty review, crisis intervention, City agrees to pay Consultant the hourly rate of two hundred fifty dollars ($250.00). 3. For expert testimony in Court, City agrees to pay Consultant an hourly rate of three hundred fifty dollars ($350.00) b. The total sum payable under this Agreement shall not exceed twenty-five thousand dollars ($25,000.00) 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. c. 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. 3. TERM This Agreement shall commence on the date first written above and terminate on expenditure of allocated funds, 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. 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 the services, general liability insurance is not required. 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. 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. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents and employees 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 negligent performance of the Consultant which relates to the services described in section 1 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. 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: City of Santa Ana Police Department Attn: Personnel Commander 60 Civic Center Plaza (M-97) P.O. Box 1981 Santa Ana, California 92702 telefacsimile (714) 245-8090 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: Susan Saxe-Clifford, Ph.D. 17323 Ventura Boulevard, Suite 208 Encino, California 95316-3964 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. 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. 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 either party 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. 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 and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with 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. 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. /// /// /// /// IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: PATRIC EA] Clerk of the Ccuncil CITY OF SANTA ANA ~~`'-' Y~''~. C DAVID N. RE1~ CT City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: `7`l ~ . _ ~~ Lau Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: PAUL M. WALTERS Chief of Police CONSULTANT SUSAN SAXE-CLIFFORD, Ph.D. Tax ID# ~ S- - y~7 ~ ~~ EXHIBIT A I. SCOPE OF SERVICES COMPLETE PREEMPLOYMENT PSYCHOLOGICAL EVALUATION Consultant agrees to perform a complete pre-employment psychological evaluation for City's Police Department applicants. Said psychological evaluation shall comply with the California Peace Officer's Standards and Training (P.O.S.T.) Psychological Screening Manual, as well as any additional psychological suitability criteria specified by City's Police Department and agreed to by Consultant. a. For the purpose of this Agreement, a complete pre-employment psychological evaluation includes, but is not limited to a clinical interview, an administration of necessary tests, scoring of tests and preparing verbal and written recommendations for employment. b. Consultant agrees to provide City's Police Department with a verbal recommendation of the candidate's psychological suitability for the classification of Police Officer as well as other classifications within the Police Department within two (2) working days of said candidate's clinical interview. c. Consultant agrees to provide 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. COMPLETE POST-TRAUMATIC PSHCHOLOGICAL INCIDENT EVALUATION Consultant agrees to give City's Police Department Employees involved in violent incidents, such as alife-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 (1) 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. 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 of this 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 of City'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. b. 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. L'1V VVl.(ll t. lV LALILL,/Gl . VA w)VJ.t-1 1VJV !./K V` • A.~ L-s~ YY ~.ali yiulu. au~ C~.'T'YF~CATE ~F INSLTI~ANC~ PLATTE RIVER INSt7RANCE COMPANY C/u: American Professional Agency, Inc. 95 Bx'oadway, Amityville, N'Y 1.170]. 800-421-6694 This is to certify that tb.e iusuranee policies specified below have been issued by the company indicated above to the insured named herein and that, subject to their provisions and conditions, such policies affoxd the coverages indicated insofar as such coverages apply to the occupation or business of the Named irisured(sj as stated. THIS CERTIFICATE OF INSURANCE NEITHER AFFIRMATIVELY NOR NEGATIVELY AMENDS, EXTENDS 02 ALTERS THE COVERAGES; AFFORDED BY THE POLTCY(IES) LISTED ON THIS CERTIFICATE. Nar~3e and Address of Insured: SUSAN S.~'E'-CY~srFGRD, PH.D A PROFESSIONAL CORP. 16530 VENTURA EliJD. SUITE 203 ENCINO CA 91436 Addita.onal Named Ynsureds: SUn~7 SAXE-CLIF~'ORI7, ~'i?.LJ APPROVED AS TO F(:)~, ~~ rc °~s "`} ~„ .. ` Laura Stilt Sheedy ~~ Assistant City Attorney ~'ype of Work Covered: PROFESSIONAL PSYCHOLOGIST Location of Opex'ations: N/A (Tf diffezent than address lfst~d ahove~ Claim History: Polio Effective Expiration Limits of Coverages ~ Number II Date Date Liability PROFESSIONAL/ 2,000,000 LIABILI'X'Y 501~.~0137 3/01/09 3/01/10 4,000,000 NOTICE OF CANCELLATION WILL ONLY BE CIVEN TO THE FIRST NAMED INSURED ON THIS POLYCY' AND HE OR SHE SHALL ACT ON BEHALF` OF ALL INSUREDS WITH RESPECT TO GIVTNCp OR RECEIVING NOTICE 4~' CANCELLATION. 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