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Home My WebLink AboutSAXE-CLIFFORD, SUSAN 8 -2015INSURANCE ON FILE N-2015-058 WORK MAY PROCEED UNTIL INSURANCE EXPIRES Z— /-15 CLRK OF COUNCIL DATE, APR 2 Z01 S [t� CONSIJLTANT AGREEMENT ✓�' THIS AGREEMENT is made and entered into this 11 th day of March 2015 by and between Susan Saxe - Clifford, Ph.D., a P,Iofessional Corporation ("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 psychological evaluations to perform such evaluations for applicants to the City's Police Department, B. Consultant represents that she is able and willing to provide such services to the City, having previously provided similar services to the City, C. In undertaking the performance of this Agreement, Consultant represents that she is knowledgeable in this 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 Firmin 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 agrees to perform during the term of the Agreement the services described on Exhibit A, incorporated by reference. 2. COMPENSATION A. City agrees to pay $400.00 for each pre-employment psychological evaluation completed per applicant, as further described on Exhibit A. B. The total sumto be expended"under this Agreement shall not exceed $8,000.00 for sill services and evaluations performed, inclusive of all expenses. This shall include payment for any similar services agreed to by the parties before the commencement of this Agreement and furnished prior to this Agreement. C, 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 aid terminate on December 31, 2015 or upon the expenditure of all funds provided by Section 2.13, wh chever is earlier, 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. 5. INSURANCE Prior to undertaking performance of work snider this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: A. Consultant shall maimahi commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. B. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. C. Worker's Compensation Insurance. In accordance with California state law, 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, 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 fox -in by the City Attorney, (iii) Certificates and policies shall state that the policies shall not be cancelled 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 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. 6. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship and/or materials) or Consultant's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose sets they may be liable for any or all of them). Notwithstanding the foregoing, nothing berein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 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 non-public 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. S. 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; City Clerk City of Santa Ana 20 Civic Center Plaza (M -3C) P.O. Box 1988 Santa Ana, CA 92702-1988 Facsimile: (714) 6476956 With courtesy copies to: City of Santa Ana Police Department Attn: Personnel Commander 60 Civic Center Plaza (M-97) P.O. Box 1981 Santa Ana, CA 92702 Facsimile; (714) 245-8090 and 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: Susan Saxe -Clifford, Ph.D, 16530 Ventura Blvd, Suite 203 Encino, CA 91436 A party may change its address by giving notice in writing to the other party. Thereafter any notice, tender, demand, delivery, or other communication shalt be addressed and transmitted to the new address. If sent by mail, comnuirdeation 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 (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 terns 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 madc 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 torninated 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, Consultant may be required 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. 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. 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 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 tern 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 his 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 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 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 Porth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST CITY OF SANTA ANA Maria D, Ruizar David Cavazos City Clerk City Manager APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: ry 17)v ✓ J06h M. Funic Assistant City Attorney RECOMMENDED FOF APPROVAL Carlos Rojas Chief of Police CONSULTANT Susan Saxe -Susan Saxe -Clifford, Ph.D. EXHIBIT A SCOPE OF SERVICES COMPLETE PRE-EMPLOYMENT PSYCHOLOGICAL EVALUATION Consultant agrees to perform a complete pre-employment psychological evaluation for applicants to City's Police Department, upon request by City. This evaluation shall comply with California Peace Officer Standards and Training (POST) Psychological Screening Manual, as well as any additional psychological suitability criteria specified by City's Police Department and agreed to by Consultant. A. A complete pre-employment psychological evaluation shall include but is not limited to a clinical interview, an administration of necessary tests, scoring of tests, and the preparation of verbal and written recommendations for employment. B. Consultant agrees to provide City's Police Department with a 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 the 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, MIR IMMMOWW) CERTIFICATE OF LIABILITY INSURANCE ,k Stalefam 3W H10414LAND AVE ,& MANHATTAN BEACH, CA 90266 16M VENTURA BLVD SW 20 SNCM CA 944a8-45,35 !*, fAFam oewv —Alm My Be *SUM tw MAY vorAk,rm odkWwr, AffoF€m sy Tow "'"'. "-.W."' Cpm' omm— _ q AG q,d+ w`f .... f tib. € `: '"d?3 i —ASM I i .._.. .._._... _ •`.�.�. AM AUTO � 4 � aYWKWl as ___`. 9 >ea�, ...�.4+�M.wHY _a�ArM ck i�ww—ckip�xo-ari'a Y� %?+Rj ...... _. E n- R + .' 9X. 11 . 1.... t OM € E Y I &tt3mWed cay .. A�coun't Number: CA SUSA 1650 Date: 2/05/15 Initials: LY 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 insurance pollutes specified below have been issued by the company indicated above to the insured named .herein and that, subject to their provisions and conditions, such policies afford the coverages indicated insofar as such coverages apply to the occupation or business of the Named insured(s) 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 SUSAN SAXE-CLIFFORD, PH.D. A PROFESSIONAL CORP. 16530 VENTURA BLVD STE 203 ENCINO CA 91436 Type of Work Covered: PROFESSIONAL PSYCHOLOGIST Location of Operations: N/A (If different than address listed above) Claim History: R Pi'Yn�ntivo Alm _ no /n' /.nn. Additional Named Insureds: SUSAN SAXE-CLIFFORD, PHD CATHY GOODMAN, PHD NOTICE OF CANCELLATION WILL ONLY BE GIVEN TO THE FIRST NAMED INSURED ON THIS POLICY AND HE OR SHE SHALL ACT ON BEHALF OF ALL INSUREDS WITH RESPE TO GIVING OR RECEIVING NOTICE OF CANCELLATION. Comments: This Certificate Issued to: Name: SUSAN SAXE-CLIFFORD, PH.D. A PROFESSIONAL CORP. Address: 16530 VENTURA BLVD STE 203 ENCINO CA 91436 APA 00049 00 (05/2012) zed Representative Policy- Effective Expiration Limits of Coverages Number Date Date Liability PROFESSIONAL/ 2,000,000 LIABILITY 5011-0137 3/01/15 3/01/16 4,000,000 NOTICE OF CANCELLATION WILL ONLY BE GIVEN TO THE FIRST NAMED INSURED ON THIS POLICY AND HE OR SHE SHALL ACT ON BEHALF OF ALL INSUREDS WITH RESPE TO GIVING OR RECEIVING NOTICE OF CANCELLATION. Comments: This Certificate Issued to: Name: SUSAN SAXE-CLIFFORD, PH.D. A PROFESSIONAL CORP. Address: 16530 VENTURA BLVD STE 203 ENCINO CA 91436 APA 00049 00 (05/2012) zed Representative PAGE 1 ITEM 2. ADDITIONAL INSUREDS CONTINUED: 03/01/15 POLICY NO.: 5011-0137 ISSUED TO: SUSAN SAXE-CLIFFORD, PH.D. A PROFESSIONAL CORP. BY: DARWIN NATIONAL ASSURANCE COMPANY ITEM 2: ADDITIONAL INSUREDS 001. *** See Policy *** 002. *** See Policy *** 003. *** See Policy *** 004. LOS ANGELES COUNTY PROB DEPT OF PSYCH. CON 73749 9150 E. IMPERIAL HWY DOWNEY, CA 90242 005. LOS ANGELES SCHOOL POLICE DEPT. 1330 W. PICO BLVD. LOS ANGELES, CA 90015 006. CITY OF ORANGE 300 EAST CHAPMAN AVENUE ORANGE, CA 92866 007. COUNTY OF ORANGE 10 CIVIC CENTER PLAZA SANTA ANA, CA 92701 008. CITY OF SANTA ANA ,60 CIVIC CENTER PLAZA SANTA ANA, CA 92702 009. COUNTY OF SANTA BARBARA P.O. BOX 6427 SANTA BARBARA, CA 93160 010. CITY OF IRVINE ATT:PURCHASING AGENT PO BOX 19575 IRVINE, CA 92623 RUTH ZED COMPANY REPRESENTATIVE A`�RDp CERTIFICATE OF LIABILITY INSURANCE °n 0°"°"""" owzsJ2o16 YH13 CERTRICATE 1¢ ISSUED AS A MATCA OF INFORMATION ONLY AND CONFERS NO MONTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOY AFFM11ATIVELY ON NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLWIES ,,LM. THIS OF INSUNANC6 GOBS NOT COMMUTE A CONTRACT BETOVEEN THE ISSUING WOUREATOL AUTHWIZEO REPRESENYATNE OR PRGDUGEAI, AND THE OBRT PICATE HOLDER. RAPORTANT: N I ,e m Wkm WdaN Is an ADDITICNAL INSURED, Va WWA ") ma be odi ota. N SUBROGATION 13 WAIVED. a dgN la the VHINS MA gm ftWM Or NIP palcy, wlkln FotckY any RVUW NI ondon etoAL A MmUm wN all tllk chNRWk dam Hat PNNM ARNK w Vw aRMaak"Bar In laws 01 aUch RAdemmanNsA Nowuw EROL HASSAN E's+D SJ6.DaYD �Iy,LI„y310 ae+NU +,. __ SGTtepM 3640 HIGHLAND AVE E aED. MANHATTAN BEACH, CA 90258 nom• �N �. _,NawanOyuroflpaL,caNwlu �_, ._ _...... .»im �V�IA SIw Falnl tieN)Ixd Molrw w OMnYN W.O SUSAN SAYE CLIFFORD PHD I .I IGIIA;Smk iwm Weand'LARWD CmgpV_ Man 16530 VENTURA BLVD STE 20 ENCINOCA 914361•�4a3//511 COVERAGES CERTIFICATE NUMBER: R =VISWN NUNdEk: TAS.IS TD'CER Y THAT THE AOLICIEA OF MWAR JCE MEMO BELOW HAVE BEEN ISSUED 70 THE INSURED NALM1OAIlOVE PDA THE HULICY FORM RMCnTFD. N01'YATIISTANDING ANY RFAUINEMEHT. TfiJNI DII CONdRON 01' ANY CONiflPCT' pR QTHOR ODOUMENT YAYII pBEPECT TD MNICw THIS CNIttIPICnTE MAY RE ISSUED' OA MAY PENTWN, IMF wSUAMM:E nPPOIROCU SY THS PDUCN.S DE9PRSE0 HEREw IR 6UBJER TO ALL THE TEAMS. 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Aawlnr a.uRr s W.Yr.,.N w waaa iI yY1c.Pw N rwNrw TNCMO1EMXATIONN DATE TNEEEOM NOTIICCf I maL BE: DEWHIE0 W. ACCORDANCE wm THE POLICY PROVISIONP. *CORD 25 MIAMI) The ACORD neno and Mgo are Mg101ewO mark, a AC06W 100luus IrMO.802.Wa014 ZO /Z0 39VJ bb9888L8T8 BE :ZT 9TOZ /T0 /L0