WE ARE GROUNDSWELL (OC HUMAN RELATIONS)

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N-2024-358 INSURANCE NOT ON FILE WORK MAY NOT PROCEED CITY CLERK DATE: NOV 04 2024 0: C k-Cas) , AGREEMENT FOR MEDIATION SERVICES (ray.� "4, iAAr BETWEEN OC HUMAN RELATIONS DBA GROUNDSWELL AND �J CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 1st day of November,2024 by and between We Are Groundswell, a California nonprofit corporation ("Contractor"), 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 Contractor having special skill and knowledge in the field of mediation services,conflict de-escalation and restorative practices. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor 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: I. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Proposal - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Proposal-Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $50,000. b. Payment by City shall be made within forty-five(45)days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. 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. Page 1 of 8 #442632v1