Loading...
HomeMy WebLinkAboutGRAHAM, GORDON; DBA: GRAHAM RESEARCH CONSULTANTSN-2019-132 INSURANCE NOT ON FILE WORK MAY NQT PROCEED CLERK OF COUNIL ® DAI E. JUI. 2 2Q19 CONSULTANT AGREEMENT CITY OF SANTA ANA 9 � �tz..(11 THIS AGREEMENT is made and enteredinto on this 1st day of July, 2019 by and between f? row C° V $ Gordon Graham doing business as Graham Research Consultants, {"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 in the field of providing sexual harassment training for supervisory and non -supervisory employees in compliance with the requirements of California Government Code section 12950.1. B. Consultant represents that Consultant is qualified, 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 sexual harassment training for City supervisory and non - supervisory employees in compliance with the requirements of California Government Code section 12950.1. Consultant will provide five (5) days of training on dates mutually agreed upon in writing by the City's Executive Director of the Human Resources Agency and Consultant. Each session or class shall be a minimum of two (2) hours long and will include but not be limited to: a. Information and practical guidance regarding the federal and state statutory provisions concerning the prohibition against and the prevention and correction of sexual harassinent; b. Remedies available to victims of sexual harassment; c. Prevention of abusive conduct; and d. Prevention of harassment based on gender identity, gender expression and sexual orientation including practical examples, 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rate of three thousand five hundred dollars ($3,500) a day for a total of five (5) days. The total amount authorized pursuant to this Agreement will not exceed #2229v2 seventeen thousand five hundred dollars ($17,500.00). b. Payment by City shall be made within forty-five (45) 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 will terminate on December 31, 2019, unless terminated earlier pursuant to Section 13 of this Agreement. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee ofthe 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy or use internally within the City, any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. 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. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 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. #2229v2 b. Professional liability (ermrs and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. c. 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 by the City. 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. iv. 'Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. d. 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 proofthat 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 affect 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. ilitIUMOIR .? Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 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 fiuther 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 #2229v2 by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any infotmation 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 performance of services specified under this Agreement. 10. NON-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. 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 or 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 is 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 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. #2229v2 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. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. Any termination with less than ninety (90) days' notice will result in a 25% cancellation fee. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of anybreach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 15. JURISDICTION - VENUE This Agreement bas 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 Rather 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. 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 fax 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) #2229v2 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Human Resources Agency City of Santa Ana 20 Civic Center Plaza (M-24) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 647-6930 To Consultant: Mr. Gordon Graham Graham Research Consultants 6475 East Pacific Coast Highway 4136 Long Beach, California 90803 Email: Gordongraham@earthlink.net 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 fax, 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. 18. AIISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the tens 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. #2229v2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Norma Mitre GO Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: ' 9U1-1 A-. c 1kt U Laura A. Rossini Senior Assistant City Attorney Human Resources Agency #2229v2 CITY OF SANTA ANA Kristine Ridge City Manager COPtSUL7//,, �':a�'" Gordon Graham r na (title) - f� _7 � CERTIFICATE OF LIABILITY INSURANCE FDA -Mg—) 01/24/2010 01/24/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(fes) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, Certain policies may require an endorsement. A statement an this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT RCM & D INC/PHSNAME-. 30723765 The Hartford Business Service Center PHONE (AN)467-8730 INC, No, Set): FAX (877)906-2772 " (A/C, No): 3600 Wiseman Blvd E-MAIL San Antonio, TX 78265 ADDRESS INSURER(S) AFFORDING COVERAGE NAICY INSURED INSURERA: US Liability Insurance Co. 25895 GORDON GRAHAM DBA GRAHAM RESEARCH CONSULTANTS 6475 E PACIFIC COAST HWY STE 136 INSURER a r INSURER C: LONG BEACH ,CA 90803.4201 INSURER D : INSURER E: INSURERF: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATEMNOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS TYPEOFINSURANCE ANDL SUER POLICY NUMBER POLICY EFF Y POLICY EXP WXO LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE❑OCCUR GE REN70 R MED EXP omyanm pare.) PER SONAI.9ADVINJURY GEN'LAGGRrE�-G�A�TE LIMITAPr P—LIES PER: POLICYOTHER: JECT ILOC �I LJ GENERALAGGREGATE PRODUCTS-COMP/OP AGO OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO BODILY INJURY (Par person) AUTOS OSH AUTOS SCHEDULED AU BODILY INJURY Per sachem) HIRED NON -OWNED PROPERTYDAMAGE AUTOS AUTOS (Perooradent) UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS- MADE AGGREGATE ED RETENTION$ VIC RXERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STA7 E ANY YIN PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? L NIA E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE (Mandatory In NH) If yes, describe under E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS below A Professional Liability SP1566693A 09/01/2018 09/01/2010 Each Claim Aggregate $ $2.000,000 2,000,000 DESCRIPTION OPOPERATIONS ILOCAnONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is rdquirod) Those usual to the Insured's Operations, CERTIFICATE_ HOLDER nANP.P1 I ATInM FOR INFORMATIONAL PURPOSES ONLY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 6476 E PACIFIC COAST HWY STE 136 BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED LONG BEACH CA 90803.4201 IN ACCORDANCE WITH THE POLICY PROVISIONS. RE-PpRESEENTATIIVaE- �AU('T�HORIZED 01988.2016 ACORD CORPORATION. All rights reserved. ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD