HomeMy WebLinkAboutLAW ENFORCEMENT MENTAL HEALTH SOLUTIONS - 2012r.
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CONSULTANT AGREEMENT
A-2011-044.01
THIS AGREEMENT is made and entered into this 13 day of Na,-CGL 2012, by and
between Law Enforcement Mental Health Solutions, a California 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
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A. City, acting through the Santa Ana Police Department in its capacity as a Core City and
lead agency for the Anaheim / Santa Ana Urban Area under the FYI 1 Urban Areas
Security Initiative ("UASI") funding program, has applied for, received and accepted a
grant from the United States Department of Homeland Security (Santa Ana City
Council Resolution No. 2011-061), and, in its capacity as a sub-recipient agency under
the FY10 UASI funding program, has applied for, received and accepted a sub-grant
from the City of Anaheim (Contract No. A-2011-044). Said grants will enhance
countywide emergency preparedness to prevent, respond to, and recover from acts of
terrorism by providing funding for equipment, planning, training, exercises, and
technical assistance, hereinafter referred to as "the Grant."
B. The City desires to contract with an expert in the field of "Law Enforcement Contacts
with the Mentally Ill."
C. Consultant represents that they have the necessary skills and experience to provide
assistance in designing, planning and conducting the Training.
D. Consultant has submitted a Proposal which identifies the scope, tasks and general time
lines for providing the services and the costs thereof.
E. 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 "Contacts with the Mentally Ill" Class in accordance with
Consultant's Proposal, attached hereto as Exhibit A, and incorporated by reference.
The parties anticipate that additional meetings, training and exercises will be planned and
executed during the term of this Agreement. The City Manager and/or Chief of Police for the
City of Santa Ana are hereby authorized to execute written amendments to this Agreement
increasing the scope and compensation to allow for such additional meetings, training and
exercises as they determine will fulfill the objectives of the Grant.
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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 $10,000.00.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing the completion of milestones as set forth in Exhibit A, subject to City
accounting procedures. Payment need not be made for work that fails to meet the standards of
performance set forth in the Recitals that may reasonably be expected by City.
3. USE AND OWNERSHIP OF DOCUMENTS
It is understood by and agreed to between the parties that all documents, outlines,
materials distributed during classes, and any other written papers or materials prepared for the
presentations hereunder, paid for with Grant funds, or composed utilizing information provided
by Santa Ana, shall be the property of Santa Ana and shall be delivered to Santa Ana upon
completion of the services hereunder. Santa Ana shall grant Consultant a license to utilize such
property for its own business purposes so long as such use is not contrary to the interests of Santa
Ana.
4. TERM
This Agreement shall commence on the date first written above and terminate on
satisfactory completion of all training and submission of required evaluation and After Action
Reports to the City, which the parties agree should be substantially complete on or before
December 31, 2012.
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 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.
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
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described below:
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a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, agents, volunteers, and employees as
additional insured(s) and shall include, but not be limited to protection against claims arising
from bodily and personal injury, including death resulting there from and damage to property,
resulting from any covered act or occurrence arising out of Consultant's operations in the
performance of this Agreement. The amounts of insurance shall be not less than the following:
single limit coverage applying to bodily and personal injury, including death resulting there
from, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall
supply City with a fully executed additional insured endorsement to be approved in form by the
City Attorney.
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 Insurance. Consultant shall provide professional liability (errors
and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim and
not less than $2,000,000 annual aggregate.
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 without
thirty (30) days prior written notice to the City. Ten (10) days notice if
cancellation is due to non-payment of premium.
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.
7. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, and special counsel from liability for personal injury, damages or just compensation,
restitution, judicial or equitable relief arising out of claims for personal injury, including death,
and claims for property damage, to the extent they arise from the negligent or willful misconduct
in the performance of operations or errors or omissions 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.
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Inasmuch as measures to prevent or mitigate the effect of any act or terrorism are unique
to the act, and the actions that may be taken in controlling, preventing or suppressing acts of
terrorism are unique to the act, Consultant is not responsible to City for designing or advising on
or otherwise taking measures to prevent or mitigate the effect of any act of terrorism or any
action which may be taken in controlling, preventing, suppressing or in any way relating to an
act of terrorism.
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 performance 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
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With courtesy copies to:
Santa Ana Police Department
UASI / Homeland Security Division
60 Civic Center Plaza
and
P.O. Box 1981 (M-18)
Santa Ana, California 92702
Telefacsimile (714) 245-8098
Attn: Brad Hadley
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: Law Enforcement Mental Health Solutions
4630 Campus Drive, Suite #110
Newport Beach, CA 92660
Telephone (949) 599-8912
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, 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.
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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.
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 that fails to meet the standard 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 Ma 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.
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CONSULTANT CERTIFICATIONS/FEDERAL REQUIREMENTS
a. Audit Records - With respect to all matters covered by this agreement all
records shall be made available for audit and inspection by the City, the grant agency and/or
their duly authorized representatives for a period of three (3) years from the termination of this
Agreement.
For a period of three years after final delivery hereunder or until all claims
related to this Agreement are finally settled, whichever is later, Consultant shall preserve and
maintain all documents, papers and records relevant to the services provided in
accordance with this Agreement, including the Attachments hereto. For the same time
period, Consultant shall make said documents, papers and records available to City and the
agency from which City received grant funds or their duly authorized representative(s), for
examination, copying, or mechanical reproduction on or off the premises of Consultant, upon
request during usual working hours.
b. Consultant shall provide to City all records and information requested by City
for inclusion in quarterly reports and such other reports or records as City may be
required to provide to the agency from which City received grant funds or other persons or
agencies.
C. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients
of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The
Act). Therefore, the federal funds recipient pursuant to the requirements of The Act
hereby gives assurance that no otherwise qualified handicapped person shall, solely by
reason of handicap be excluded from the participation in, be denied the benefits of or be
subject to discrimination, including discrimination in employment, in any program or activity
that receives or benefits from federal financial assistance. The Consultant agrees it will
ensure that requirements of The Act shall be included in the agreements with and be binding
on all of its contractors, subcontractors, assignees or successors.
d. Americans with Disabilities Act of 1990 - (ADA) Consultant must comply
with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
e. Political Activity - None of the funds, materials, property, or services
provided directly or indirectly under this agreement shall be used for any partisan political
activity, or to further the election or defeat of any candidate for public office, or otherwise in
violation of the provisions of the "Hatch Act."
f. Civil Rights Compliance and Notification of Findings - Consultant will
comply, and all its contractors (or subrecipients) will comply, with the nondiscrimination
requirements of the Omnibus Crime Control and Safe Streets Act of 1968, as amended, 42
USC 3789 (d), or Victims of Crime Act (as appropriate); Title VI of the Civil Rights Act
of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A,
Title 11 of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education
Amendments of 1972; the Age Discrimination Act of 1975; Department of Justice Non-
Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and
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Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39.
In the event a Federal or State court, Federal or State administrative agency, or the
Consultant makes a finding of discrimination after a due process hearing on the grounds
of race, color, religion, national origin, sex, or disability against a recipient of funds, the
Consultant will forward a copy of the findings to the City which will, in turn, submit the
findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of
Justice.
g. Consultant will comply, and all its contractors (or subrecipients) will comply,
with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal
Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as
supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable.
h. Consultant will comply, and all its contractors (or subrecipients) will comply,
with all requirements of the Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented
in Department of Labor regulations (29 CFR Part 3), as applicable.
i. Consultant will comply, and all its contractors (or subrecipients) will comply,
with all requirements of the Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by
Department of Labor regulations (29 CFR Part 5), as applicable.
j. Consultant will comply, and all its contractors (or subrecipients) will comply,
with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act
(40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as
applicable.
k. Consultant will comply, and all its contractors (or subrecipients) will comply,
with all applicable standards, orders or requirements issued under Section 306 of the Clean Air
Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive
Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as
applicable.
1. Consultant will comply, and all its contractors (or subrecipients) will comply,
with all requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat.
871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995),
as applicable.
in. Consultant, and all of its contractors (or subrecipients), shall retain all required
records for three years after grantees or subgrantees make final payments and all other pending
matters are closed.
18. MISCELLANEOUS 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 terms of this Agreement,
and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or
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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
Clerk of the Council
APPROVED AS TO FORM:
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Assistant City Attor(ey
CITY OF SANTA ANA, a municipal
Corporation of the State of California
Paul Walters
Interim City Manager
LEM Corporati n
Name: d)r • . /<'AW K ? A
Title: r S -
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ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company 5;2r
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This endorsement modifies such insurance as is afforded by the provisions of Policy
?QJ - 9 Z relating to the following:
1. 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 of the 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 _d/DS ._z.,, , this endorsement form as a part of
Policy #
9?_ 5? y 7
Issued to ,Z?k1 E?t/?a2r?iYE?VT ?M'E.M7.?._._ .? ,_ 5DL CJT/?rtfs
Named Insured
Countersigned by. Authorized Representative
BINDER-RECEIPT
"?""'"'" ? STATE FARM FIRE AND CASUALTY COMPANY
® STATE FARM GENERAL INSURANCE COMPANY
rMYeANti F1 STATE FARM FLORIDA INSURANCE COMPANY
[] STATE FARM LLOYDS
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Rental Dwelling ? Church
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I Name LAW ENFORCEMENT MENTAL HEALTH SOLUTIONS Effective
Date: 03-054012
FM Name Middle Name or Iddal
co-epp1cows Name (x app fa"e)
D/B/A
Mailing Numnerandsmaet atyorTmn
address 4630 CAMPUS DR STE 110 NEWPORT BEACH
state ZIP Cade
CA County
926604804
POLICY/COVERAGE INSURANCE PROPERTY OR LOCATION AND DESCRIPTION OF
FORM LIMITS INTERESTS COVERED PROPERTY OR INTERESTS PREMIUM
Liability:
? Business Liability earn
NOTE: The Annual Aggregate and
PmduMkompbted opemdom
eWrogate ernlts are equal to 2
fifes tie oecumerma IBNL
? Personal Liability acn fence
7717-
? Medical Payments Each pemm
Deductibles: 1000 Total Premium $ 673
Name and Address of Mortgagee/Other Interest: ---------------------- -----------------------
Amount Paid $ 0.00
Named Additional Insured,City of Santa Ana,20 Civic Center PIa,Santa Ana, Loan Number:
CA,927014058
State Farm6 will provide coverage to the applicant and his or her legal representative on the property described for up to ninety (90)
days from the Effective Date, subject to all terms and conditions of the policy and endorsements for which application has been made. If
no Effective Date is indicated, this Binder does not provide any coverage. This Binder will be void when the declarations page is issued
on the policy for which application has been made or when coverage under this Binder is canceled In accordance with policy provisions.
The premium due State Farm for the coverage provided by this Binder will be the full annual premium for the policy for which
application has been made, and will be pro-rated for the length of time coverage is provided under this Binder.
If coverage in this Binder replaces coverage in other policies terminating at 12 Noon Agent's Code Stamp
(Standard Time) on the inception date of this Binder, this Binder will be effective at 12 Charione Hatakeyams F
Noon (Standard Time) instead of 12:01 a.m. Standard Time. 7811 Valley View St
La Polma,CA,90623-1849
(714)5274897
AGENT: It is very important that you mail a copy of the Binder and a completed application to this Company on the day issued
53"30b Rev.W22.2o05 1003667 2004 141208 204 12-21,21)11