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HomeMy WebLinkAbout2012 CON Customer Service Advantage - Training and Consultation ServicesNOTE TO FILE 02-14-13 IN THE MATTER OF: Services Agreement by and between the City of National City and Customer Service Advantage to provide training and consultation services. Please note the following: "EXHIBIT A" WAS NEVER FILED WITH THE OFFICE OF THE CITY CLERK ORIGINATING DEPARTMENT: _ CDC — Housing & Grants City Attorney X Human Resources City Manager _ MIS Community Svcs. _ Planning Engineering _ Police _ Finance Public Works Fire NTF CITY OF NATIONAL CITY SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND CUSTOMER SERVICE ADVANTAGE, INC. THIS AGREEMENT is entered into this ,. day of 'Aua , 20 \2 , by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Customer Service Advantage, Inc. (the "CONSULTANT"). NOW, THEREFORE, CITY agrees to engage CONSULTANT to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall provide training/consultation services as outlined in attached proposal or project deliverables, Exhibit "A" as directed by Stacey Stevenson, the City's Human Resources Director. 2. Length of Agreement. The schedule is set forth below: a) Work to be started by April 17, 2012; and b) Work to be completed within 45 working days of start date. 3. Compensation. The total compensation to CONSULTANT for providing the services set forth herein shall not exceed a one time cost of $4,375. The compensation for CONSULTANT'S work shall be based upon and not exceed the rates given in Exhibit "A" without prior written authorization from CITY. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONSULTANT. 5. Termination. CITY may terminate this Agreement at any time by providing a one (1) day written notice to CONSULTANT. Upon termination, CONSULTANT shall be paid for that portion of the work completed as of the date of notice of termination. 6. Independent Contractor. It is agreed that CONSULTANT is an independent Contractor, and all persons working for or under the direction of CONSULTANT are CONSULTANT'S agents, servants and employees, and said persons shall not be deemed agents, servants or employees of CITY. 7. Insurance. CONSULTANT shall obtain: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). Revised February 2009 C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. Insurance certificates must specify certificate holder as: City of National City ATTN: City Attorney's Office 1243 National City Blvd National City, CA 91950-4301 8. Hold Harmless. CONSULTANT shall defend, indemnify and hold CITY, its Officers, employees and agents harmless from any liability for damage or claims of same, including but not limited to personal injury, property damage and death, which may arise from CONSULTANT, or CONSULTANT'S subcontractors, agents or employees' operations under this Agreement. CITY shall cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. Revised August 2011 2 9. Acceptability of Work. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 10. Business License. CONSULTANT must possess or shall obtain business license from National City Finance Department before beginning work. 11. Miscellaneous Provisions. A. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. B. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. C. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. D. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. E. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. F. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. G. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. H. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. I. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. J. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONSULTANT on the date and year first above written. Revised August 2011 3 CITY OF NATIONAL CITY Leslie Deese, City Manager OVED AS TO FORM: Claudia City Att Iva CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4301 Phone: (619)336-4308 Fax: (619)336-4303 Contact: Stacey Stevenson Title: Human Resources Director Dep.: Human Resources Email: sstevenson(a)nationalcityca.gov CUSTOMER SE ICE ADVANTAGE, INC. By: (Name) (Print) (Title) th TsSrC�4�l CEO COMPANY: 555 Country Club Lane, Suite C-350 Escondido, CA 92026 Phone: (760) 445-6550 Fax: Contact: Wendi Brick Title: Founder and Principal Email: wbrick@thecsaedge.com Taxpayer I.D. No.: 69 9- 020 4 2E Revised August 2011 4 Form W-9 (Rev. January2011) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification . Give Form to the requester. Do not send to the IRS. I Print or type See Specific Instructions on page 2. Name (as shown on your income tax return) Customer Service Advantage Business name/disregarded entity name, if different from above Check appropriate class.fication (required): box for federal tax 111 Individual/sole proprietor C Corporation F4 S Corporation al Partnership Trust/estate company. Enter the tax classification (C=C corporation, S.-..S corporation, P=partnership) it.Exempt ► payee Limited liability Other (see instructions) Address (number, street, and apt. or suite no.) 555 Country Club Lane, Suite C-350 Requester's name and address (optional) City, state, and ZIP code Escondido, CA 92026 List account number(s) here (optional) axpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Part II Social security number Employer identification number 2 7 0 2 0 4 2 5 1 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply, For mortgage interest paid, acquisition or abandonment of ecured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest anividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4. Sign Here Signature of U.S. person ► X/ ! c4 /' u_Ge General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. r• Date ► Note. If a requester gives you a for other thaft Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. Cat. No. 10231X Form W-9 (Rev. 1-2011) ACCORD DATE (MM/DDfYYYY) INSR LTR A PRODUCER CERTIFICATE OF LIABILITY INSURANCE FIRM Solutions, LLC 1001 W San Marcos Blvd Ste 200 San Marcos, CA 92078 INSURED 760-471-1312 Wendi Brick DBA: Customer Service Advantage 28937 Royal Rim Drive I Escondido Ca 92026 COVERAGES 03/02/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURER A: The Hartford INSURER B: Lloyd's of London INSURER c: Farmers Insurance Exchange INSURER E. NAIC # INSURER E: THE POLICIES OF INSURANCE LISTED BELQW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADD'L INSRQ TYPE OF INSURANCE X GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY I JJEEO°T LOC POLICY NUMBER 72 SBM UU8480 DX POLICY EFFECTIVE DATE tMM/DD/YYYYI 04/13/2011 POLICY EXPIRATION DATE (MMIDD/YYYY) 04/13/2012 LIMITS EACH OCCURRENCE $ 1000000.00 DAMAGE TO RPNTED PREMISES (Ea occurrence) $ 300,000 MED EXP (Any one person) $ 10,000.00 LPERSONAL 8 ADV INJURY $ 1000000.00 GENERAL AGGREGATE $ 2000000.00 PRODUCTS - COMP/OP AGG $ 2000000.00 A X AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON -OWNED AUTOS GARAGE UABILITY ANY AUTO 72 SBM UU8480 DX 04/13/2011 04/13/2012 COMBINED SINGLE LIMIT (Ea accident) 1000000.00 BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: EA ACC EXCESS I UMBRELLA UABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) tt yes, describe under SPECIAL PROVISIONS below OTHER YIN I I Professional Liability E&O A09305070 05-1008421 DESCRIPTION OF OPERATIONS ! LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSE Certificate Holder named as Additional Insuraed CERTIFICATE HOLDER 01/11/12 05/15/2011 01/11/13 05/15/2012 EACH OCCURRENCE AGGREGATE AGG $ X TO/WILTS LIMITS E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYE E.L. DISEASE - POLICY LIMIT $ $1,000,000.00 $3,000,000.00 Aggregate 1000000.00 1000000.00 1000000.00 ENT I SPECIAL PROVISIONS City of National City ATTN: City Attorney's Office 1243 National City Blvd National City, CA 91950-4301 ACORD 25 (2009/01) CANCELLATION SHOULD ANYOF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Phil E. Lindblom ©1988-2009 The ACORD name and logo are registered marks of ACORD fights reserved. POLICY NUMBER: 72 SBM UU8480 DX COMMERCIAL GENERAL LIABILITY CG20100704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of National City 1243 National City Blvd National City, Ca. 91950-4301. ATTN: City Attorneys Office Location(s) Of Covered Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section ll — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project.