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HomeMy WebLinkAboutFREEMAN INVESTIGATIVE GROUP, INC., THE 1 - 2011INSURANCE NOT REQUIRED WORK MAY PROCEED p :Personnel C2 CLERK OF OUNCIL N-2011-126 Rasa plorei DAT - 1 ? ?V\? j0 , CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 1st day of June, 2011 by and between The Freeman Investigative Group, Inc. (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 ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge to perform background investigative services. 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 recruitment services for the City as set forth in the Proposal for conducting a background check of a candidate for City employment (see Exhibit A attached hereto and incorporated herein). 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 $3,600.00 during the term of this Agreement. This includes $3,500 for background check services, plus related reasonable reimbursable expenses. 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. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2012, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended by a writing executed by the Executive Director of Personnel 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 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 salazies 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 Insurance is waived due to the nature of the services provided. 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 azising out of claims for personal injury, including health, and claims for property damage, which may azise 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 asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights azises by reason of the terms of, or effects azising 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 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: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1 98 8 telefacsimile (714) 647-6956 With courtesy copies to: Personnel Department, City of Santa Ana 20 Civic Center Plaza (M-24) P.O. Box 1988 Santa Ana, California 92702 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: The Freeman Investigative Group, Inc. 3020 Old Ranch Parkway, Suite 300 Seal Beach, CA 90740-2751 Telefacsimile (562) 799-5501/Phone (562) 799-5583 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, 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 with, or in addition to, that 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 X30) 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 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 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 furkher 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: Maria D. Huizar City Clerk CITY OF SANTA ANA Pau Walters Interim City Manager APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney Lisa Storck Assistant City Attorney APPROVED AS TO CONTENT: Kathie Gonzalez, Executive Director Personnel Services Agency CONSULTANT Fred Freeman Title: President TAX ID: 33-0992309 TIDE hREEMAN INVESTIGATIVE GROUP, INC TIdHF.A1 A=;aasnn Frei nrvL SOLUT19Nf- CONPIDGNI?A1_ INV GSTIGAl 1UNS • EKFC(ITI'YP BAGY.G ROLI.ND INV=_Sl"IGAliONS Exhibit A June 9. 201 ? Kathie Gonzalez, Executive Director Personnel Services City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Subject: City Attorney Background /nvestigations Dear Ms. Gonzalez: I appreciate the opportunely to present the services our firm can provide to the City of Santa Ana as the city conducts the process to engage a City Attorney. Our firm has been conducting Executive Level Background Investigations and vetting of candidates on behalf of numerous Cities and Counties, throughout California and Arizona for the past eleven years. A sample of our clients include the Gounty of Orange, the cities of Los Angeles, Pismo Beach, Madera, Salinas, Oceanside, Palo Alto, San Bernardino, Redlands, Signal Hill, Glendale and Peoria Arizona, the Los Angeles Unified School District and the Bay Area Rapid Transit District (BART). Our firm differs from others in that we only conduct Background Investigations and vetting of executive level governmental officials, with a particular emphasis on areas that have the potential of causing negative press Inquiry and scrutiny, which could reflect poorly on our clients. We are experienced, licensed and insured to conduct these types of Background Investigateons and vetting of candidates. Areas of inquiry and investigation include, but are not limited to the following: detailed interviews of the candidates, personal and professional history review, neighborhood checks and interviews, nationwide criminal history searches, current and past employer interviews, DMV evaluation, civil index review and research, Social Security verification, credit report review, judgments or liens searches, property record evaluations, personnel files and personnel complaints/investigateon review, education verification with original transcripts and proof of degree award, verification of past marriages and divorces, neighborhood interviews, numerous reviews of external data sources including public access data sources such as "Google" along weth non-public propriety sources, interviews with current and past employers, we also will conduct interviews with elected officials of current and past employers if applicable- 3020 Oyu Ravcbl PnRlc v,?A r, Sue TC 300 SEAL. 6eac?i. CALIFORNIA 90740-2757 WVJ ?N.FGI-INC.COM F.FR EEMAN@MAC.C.OM TELeP??o IJ[ 562J 99,5583 C[[i_1. ui to r: 562824.3772 • Fn r_siMitP 562.799.5501 PI 22351 Kathie Gonza/ez, Executive Director June 9, 201 Y We will present primary and secondary reference letters or interview synopsis with individuals who know the applicants and have the ability to articulate the candidate' areas of strength and weakness, along with leadership abilities and management styles. Our investigative summary and findings will be presented in a clear and understandable confidential written report, with all original verified documents included. The professional services fee is $3500.00 per investigation, plus costs. As always please don't hesitate to call if I can answer any questions you may have regarding this or any other matter. Sincerely, THE FREEMAN INVESTIGATIVE GROUP, INC. Fred Freeman FMF/dm