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HomeMy WebLinkAboutHARVEY, WILLIAM C. 1-2006 INSURf"N ,,'I !~l N-2006-024 VJC>:i/, :i:,-' i- :,',OI.;:,.LL ij',;iil ;\:;Jr\t;NCt~ ':XYIRE~ J- / -0'7 ___-L-__....~_ U LRK OF COUNCil DAF. 1f~&-{)0 CONSULTANT AGREEMENT o : fJJj 0~ Lv DJeaf'!) TI-nS AGREEMENT, made and entered into this 6th day of March, 2006 by and between William C Harvey (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 cultural diversity training. 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 will teach a class on Cultural Diversity for Correctional Officers at the Santa Ana Jail as set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, a total of$525.00 per seminar session. The total sum to be expended under this Agreement shall not exceed $3,000.00 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. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2006, unless terminated earlier in accordance with Section 12, below. The term of this (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. 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 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, employees, consultants, special counsel, and representatives from liability: (I) 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 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 I 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. 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 3 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: Chief of Police City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 245-8007 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: William Harvey 2905 Palua Place Costa Mesa, California 92626 Telefacsimile (714) 545-6344 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 4 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, 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. II. 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. 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 5 " " 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. 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. II II II II II II II II II II 6 .' II IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written, ATTEST: CITY OF SANTA ANA ;;- - tLdk DAVID N, REAM City Manager PATRICIA E, HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W, FLETCHER City Attorney By:, '; " d)! ,(<{ i. / Laura Sheedy I Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT tl~l\,!d-- PAuL M, WALTERS Chief of Police 'y C- 'J?- . WILLIAM Co HAR& TaxID# SF7-?'(-h''1'/6 7 .' EXHIBIT A SCOPE OF SERVICES Consultant shall present a four-hour seminar regarding cultural diversity training directed at teaching correctional officers and jail professionals how to improve job performance by understanding today's inmate. The presentation is meant to teach staff to utilize effective cross- cultural communication skills in a jail setting with an emphasis on the importance of cultural awareness and sensitivity. The seminar will be presented four times and will include at each presentation: I. Introduction: The instructor's experience in the field oflanguage and diversity training. Background information concerning the diversity trends in U.S. jails and prisons and how these trends have impacted our society and an overview of the seminar highlights. 11. Barriers: Stress, Issues, and Differences: Stress: conditional, faulty, existential, chaotic, decisive, acceptance, diet & exercise, rest & escape, friends, help. Issues: (personality), open/closed, night/day, think/feel, dirty/clean Issues: (programming): work style, celebrations, manners, habits Issues (pathology): rage, depression, control Differences (analyze): health, behavior, politics, religion, ideas Differences (judge): appearances, ethnicity, gender, socio-economics Differences (surrender): retreat, no stance, no values III. We must be ready to talk about barriers: a. Words: English skills, What-How-When, "I"-Boundaries-Praise Jokes, Filth, lies, gossip, rumor b. Paralanguage: Noises, Pause, Silence/ Tone: pitch, volume, rhythm, stress, accent c. Non-Verbals: Posture, Walk, Legs, Arms, Hands, Head, Eyes IV. Listening: Attitude, Beware of the Red Flags, All or Nothing Flags: finishing, interrupting, arguing, fixing, day-dreaming V. Summary: Better communication to knock down barriers. Self-Awareness, Perspective, contact 8 , EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out ofthe operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative 9 I ;r/h~ ;&~.t m~l ' L,iJ-< rd'u EVANSTON INSURANCE COMPANY CERTIFICATE NO.: CERTIFICATE OF INSURANCE EXCLUDES COVERAGE FOR NOMINEE EVENTS. SEE SEPARATE APPLICATIONS FOR NOMINEE EVENTS. SPECIAL EVENT LIABILITY PROGRAM PRODUCER: PUBLIC ENTITY (ADDfrrONAL INSURED) City of Santa Ana, California Driver A1liant Insurance Services in conjunction with 20 Civic Center Plaza, P.O. Ball: 1988 Apex Insurance Services M-28 P. O. Box 28323 Santa Ana, CA 92702 Santa Ana, CA 92799-8323 (949) 660-8163 License No: OC 36861 NAMED INSURED (EVENT HOLDER): EVENT INFORMATION: William C. Harvey dba Language Services Institute TYPE: Cultural Diversity Traininl! 2905 Palau PI., P.O. Box 3402 DATE(S): 4 session between 3/6/06 & 6130/06 Costa Mesa, CA 92628-3402 LOCATION: Santa Alia Police Admin. & Holdinl! Facility This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period . indicated. Notwithstanding any requirements, tenns or conditions 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 a\1 the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. INSURANCE CARRIER: Evanston Insurance Company ,MASTERPOLlCY NUMBER: 04SEP1000001 MASTER POLlCY DATES: EFFECTIVE: JANUARY I, 2006 EXPIRATION: JANUARY I, 2007 COMMERCIAL GENERAL LIABILITV OCCURRENCE FORM DEDUCTIBLR NONE General Aggregate Limit $ 2,000,000 Products & Completed Operations 1,000,000 Personal & Advertising Injury 1,000,000 Each Occurrence Limit 1,000,000 Fire Damage (Any One Fire) 50,000 Medical Payments (Any One Person) 5,000 The limits of insurance apply separately to each event insured by this policy as if a separate policy of insurance has been issued for that event. "Who is insured" is amended to include, as an insured, the person or organization ShOWTI in this schedule, but only with respect to liability arising out of the ownership, maintenance or use of the premises used by the named insured (event holder), This insurance does not apply to: Any "occurrence" which takes place after the event holder ceases to be a tenant in that premises. OTHER ADDITIONAL INSUREDS ,.q-, , CANCELLATION: Should the above described poli,~v fo p.lmf',....11prllw_forp t},,,,, p.-~nil':'ltinn l1::tte thereof, the issuing company will mail 30 days written notice to the certificate holder and additional insureds listed. / ~ ~ AUTHORIZED REPRESENTATIVE: ./" ,:/ .7' --\,1- ". /./-/ ---'_~_:_" i 1/,--- /