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HomeMy WebLinkAboutGRUVER, ERIC, PH.D 10 -2014INSURANCE 1 ON FILCH WORK MAY &Q1 C'ROCEED CLERK OF COUNCIL DATE; CONSULTANT AGREEMENT A-2014-236 THIS AGREEMENT, made and entered into this 7th day of October, 2014 by and between Eric Gruver, Ph.D., (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 providing psychological evaluations. 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 Haat 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 psychologist. 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: SCOPE OF SERVICES Consultant shall perform psychological fit for duty analysis, court testimony, and limited pre-employment screening as those services are set forth in Exhibit A to this Agreement. 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 $15,000.00 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 July 1, 2014 and terminate on September 30, 2017, 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. S. 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. Based on the nature of services provided commercial 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, employees, consultants, special counsel, and representatives 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 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. 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 terns of, or effects, arising from this Agreement. 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. Consultant agrees to comply with all applicable laws regarding the confidentiality of medical and psychological records including but not limited to HIPPA. 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 facsimile 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.Q. Box 1988 Santa Ana, CA 92702-1988 Facsimile (714) 647-6956 With courtesy copies to: and City of Santa Ana Police Department Attention: Chief of Police 60 Civic Center Plaza (M-97) P,O. Box '1981 Santa Ana, California 92702 Facsimile (714) 245-8090 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Consultant: Eric Gruver, Ph. D. 2021 E. 4'11 Street, Suite 116 Santa Ana, CA 92705 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 facsimile, communication shall be effective or deemed to have been given twenty-four (244) 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 is 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 (30) days written notice. City shall pay all reasonable expenses provided for under the contract incurred up to the date 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. 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 of arise out of, in connection with or by reason of this Agreement. IS. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, continuing education, 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 patties 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: 1. MARIA D. HUIZAR Clerk of the Council /CITY OF,S.ANTA AN DAVID CAVAZOS City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: A Laura Rossini Senior Assistant City Attorney RECOMMEND 'D FOR APPROVAL C RLOS R(kUS---� Chief of Police fm i1:3 SCOPE OF SERVICES Review of Fitness for Dutv 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 the 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. Court Testimon Consultant agrees to provide testimony in court when so directed by the City. Consultant is to exercise his own independent judgment, professional training and expertise in evaluating matters and in testifying in Court. City does not direct the content of Consultant's expert medical opinions. Comnlete Pre-emolovment Psveholoaical Evaluation Consultant agrees to perform a complete pre-employment psychological evaluation for City's Police Department applicants for the period July 1, 2014 through December 31, 2014. 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, 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 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. COMPENSATION In consideration for Consultant services, City shall pay Consultant an hourly rate as follows: For complete fitness for duty review City agrees to pay Consultant the hourly rate of one hundred seventy-five dollars ($175.00). 2. For testimony in court and court preparation, City agrees to pay Consultant the hourly rate of two hundred dollars ($200.00). For complete pre-employment psychological evaluation, City agrees to pay Consultant four hundred twenty-five dollars ($425.00). The total sum to be expended pursuant to this Agreement shall not exceed Fifteen Thousand Dollars ($15,000.00) during the term of this Agreement. Mar.26.2015 11:42 AM Eric W. Gruver, Ph.D. 17145444996 PAGE. 1/ 1 Account Number: CA GRUE 1440 Date: 3/24/15 Initials: QTMHHTTP CERTIFICATE OF INSURANCE DARWIN NATIONAL ASSURANCE COMPANY C/O: American Professional Agency, Inc. 95 Broadway, Amityville, NY 11701 800-421-6694 This is to certify that the ineuranco policies specified below have been issued by the company indicated above to the ineured nosed heroin and that, eubyect to their provisions and oonditions, such policies afford the ooverajee indicated insofar as nO coverages apply to the occupation or business of the Yarned ineured(1) as stated. THIS CERTIFICATE OF INSURANCE NEITHER AFFIRMATIVELY NOR NEGATIVELY AMENDS, EXTENDS OR ALTERS THE COVERAGE(S) AFFORDED BY THE POLICY(IES) LISTED ON THIS CERTIFICATE. Name and Address of Insured: ERIC WAYNE GRUVER, PH.D. 2021 E 4TH STREET SUITE 116 SANTA ANA CA 92705 Type of Work Covered: PROFESSIONAL PSYCHOLOGIST Location of OperationS: N/A (If different than addrosa listed above) Claim History: None P7 +rnnn*ilyo dA+a ism Oi/01 /799'1 Additional Named insureds: Coverages Policy Number Effective Date Expiration Date Limits o Liability PROFESSIONAL/ LIABILITY 5010-7473 3/01/15 3/01/16 2,000,000 4,0'N' 000 NOTICE OF CANCELLATION WILL ONLY BE GIVEN TO THE FIRST NAMED INSURED ON THIS POLICY AND HE OR SME SHALL ACT ON BEHALF OF ALL INSUREDS WITH RESPECT TO GIVING OR RECEIV114G NOTICE OF CANCELLATION. avi wed Comments: P Thi Name: ERIC WAYNE GRUVER, PH.D. 2021 E 4TH STREET Address: SUITE 116 SANTA ANA CA 92705 APA 00049 00 (05/2012)