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HomeMy WebLinkAboutANAHEIM, CITY OF (6)INSURANCE ON FILE ( WORK MAY PROCEED UNTIL INSURANCE EXPIRES A-2020-147 a ORIGINAL CLEDATR AGR-12079 N CLERK OF COUNCIL `c PRISON TO EMPLOYMENT INITIATIVE c SUBCONTRACTOR AGREEMENT BETWEEN F- C7 THE CITY OF SANTA ANA AND THE CITY OF ANAHEIM 0:C� )(MV9ofoL►i THIS PRISON TO EMPLOYMENT INITIATIVE GRANT AGREEMENT ("P2E Agreement"), is hereby made and entered into this July 1st , 2020, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("Contractor"), and the City of Anaheim, a charter city and municipal corporation of the State of California ("Subcontractor"). RECITALS: A. In response to California Workforce Development Board ("CWDB") Request for Application No. 84049, Contractor submitted a proposal as the lead applicant for the Orange Regional Planning Unit for the purposes of advancing the CWDB's Strategic Plan goals, specifically the Prison to Employment Initiative ("P2E"). B. The main objectives of P2E are: 1) career planning, work readiness skill building, training, and certifications; 2) job development, intensive case management, and peer mentoring; 3) education enrollment and retention; 4) civic opportunities and leadership development; and 5) incentives, training stipends, paid work experience, and other supportive services. C. Contractor is the recipient of P2E funds from the State of California in a total amount not to exceed $3,816,967.00. D. In September 2019, Contractor entered into CWDB Contract Number M0113404 commencing on September 1, 2019, through March 31, 2022, in a total amount not to exceed $1,306,117.00 for direct services. A true and correct copy of this first State P2E Agreement is attached hereto as Exhibit A and incorporated herein by this reference. In October 2019, Contractor entered into CWDB Contract Number M0113521 commencing on September 1, 2019, through March 31, 2022, in a total amount not to exceed $2,510,850.00 for supportive services. A true and correct copy of this second State P2E Agreement is attached hereto as Exhibit B and incorporated herein by this reference. Both Agreements are collectively referred to herein as the "State P2E Agreement." E. Subcontractor has been made aware of the State P2E Agreement and agrees to comply with all the conditions of the State P2E Agreement and the applicable State requirements governing the use of P2E grant funds. F. Contractor now approves the provision of P2E grant funds to Subcontractor in an amount not to exceed $900,000.00, to be used in compliance with the P2E objectives defined herein. G. Subcontractor represents that it has the requisite qualifications, expertise, and experience to use said P2E grant funds to operate pursuant to P2E objectives. H. This P2E Agreement is contingent upon the award of P2E grant funds from the State ofCalifornia. I. Contractor and Subcontractor have duly executed this P2E Agreement for the expenditure and utilization of said P2E funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this P2E Agreement, and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire P2E Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the tern of this P2E Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services necessary for the P2E objectives, as detailed in the Program and Budget Narrative attached hereto as Exhibit C and incorporated herein by reference and in the Performance Indicators attached hereto as Exhibit D and incorporated herein by reference ("Program"). VX:iul This P2E Agreement shall take effect on the date first written above and shall terminate on March 31, 2022, unless otherwise terminated, cancelled or modified according to the terms of this P2E Agreement. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $3,816,967.00 in P2E grant funds from the State of California to be expended by March 31, 2022. Contractor agrees to pay to Subcontractor when, if and to the extent State P2E grant funds are received a sum not to exceed $900,000,00 for Subcontractor's performance of the Program through the term of this P2E Agreement. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. B. Subcontractor shall submit quarterly invoices (on or before the 15,11 day of October, January, April, and July) in a form prescribed by the Contractor, detailing such expenses. Such schedule may be modified with the approval of the Contractor. C. Payment is subject to the receipt and approval of such invoices and quarterly activity reports. Contractor shall pay such invoices within thirty (30) days after receipt thereof, provided Contractor is satisfied that such expenses have been incurred within the scope of this P2E Agreement and that the Subcontractor is in compliance with the terms and conditions of this P2E Agreement. The thirty (30) day period will discontinue if the reimbursement request is determined to be incomplete and will restart the thirty -day timeline once the remaining required elements have been submitted. Failure to provide any of the required documentation will cause the Contractor to withhold all or a portion of a request for reimbursement until such documentation has been received and approved by the Contractor. D. Subcontractor agrees to use said funds pursuant to this P2E Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said P2E Program only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this P2E Agreement, result in readjustment of the amount of funds the Contractor is otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or termination of this P2E Agreement. 4. STATE P2E AGREEMENT Contractor is the recipient of P2E funds from the State of California in a total amount not to exceed $3,816,967.00. Contractor entered into CWDB Contract Number M0113404 with the State of California receiving and recognizing $1,306,117.00 in P2E grant funds for direct services to be used by Contractor to address career services for former prisoners and parolees. A true and correct copy of this first State P2E Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Additionally, Contractor entered into CWDB Contract Number M0113521 with the State of California receiving and recognizing $2,510,850.00 in P2E grant funds for supportive services to be used by Contractor to address career services for former prisoners and parolees. A true and correct copy of this second State P2E Agreement is attached hereto as Exhibit B and incorporated herein by this reference. Both Agreements are collectively referred to herein as the "State P2E Agreement." Subcontractor has been made aware of the State P2E Agreement and agrees to comply with all the conditions of the State P2E Agreement and the applicable State requirements governing the use of P2E grant funds. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this P2E Agreement, be construed to be an independent contractor and not an employee of the Contractor. This P2E Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the Contractor to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this P2E Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor 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. OWNERSHIP OF MATERIALS This P2E Agreement creates a non-exclusive and perpetual license for Contractor to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical 3 drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Subcontractor under this P2E Agreement ("Documents & Data"). Subcontractor shall require all subcontractors to agree in writing that Contractor is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this P2E Agreement.- -Subcontractor represents and warrants that Subcontractor has the legal right to license any and all Documents & Data. Subcontractor makes no such representation and warranty in regard to Documents & Data which were provided to Subcontractor by the Contractor. Contractor shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this P2E Agreement shall be at Contractor's sole risk. 7. INSURANCE Prior to undertaking performance of work under this P2E Agreement, Subcontractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Subcontractor shall maintain commercial general liability insurance naming the Contractor, its officers, employees, agents, volunteers and representatives as additional insured(s) and 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 Subcontractor's operations in the performance of this P2E 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, with $2,000,000 in the aggregate. Such insurance shall (a) name the Contractor, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the Contractor; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Subcontractor, if Subcontractor 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 P2E Agreement, Subcontractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Subcontractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. 4 e. The following requirements apply to the insurance to be provided by Subcontractor pursuant to this section: Subcontractor shall maintain all insurance required above in full force and effect for the entire period covered by this P2E Agreement. - - ii. Certificates of insurance shall be furnished to the Contractor upon execution of this P2E Agreement and shall be approved by the Contractor. 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 Contractor. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this P2E Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the P2E Agreement. Subcontractor shall supply Contractor with a fully executed additional insured endorsement. f. If Subcontractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Contractor with required proof that insurance has been procured and is in force and paid for, the Contractor shall have the right, at the Contractor's election, to forthwith terminate this P2E Agreement. Such termination shall not affect Subcontractor's right to be paid for its time and materials expended prior to notification of termination. Subcontractor waives the right to receive compensation and agrees to indemnify the Contractor for any work performed prior to approval of insurance by the Contractor. 8. INDEMNIFICATION Subcontractor agrees to defend, and shall indemnify and hold harmless the Contractor, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Subcontractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this P2E Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this P2E 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 terms of, or effects, arising from this P2E Agreement. The Subcontractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the Contractor, including fees and costs for special counsel to be selected by the Contractor, regarding any action by a third party challenging the validity of this P2E Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this P2E Agreement. Contractor may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Subcontractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Subcontractor. 9. RECORDS Subcontractor shall keep records and invoices in connection with the work to be performed under this P2E Agreement. Subcontractor shall maintain complete and accurate records with respect to the costs incurred under this P2E Agreement and any services, expenditures, and disbursements charged to the Contractor for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Subcontractor under this P2E Agreement. All such records and invoices shall be clearly identifiable. Subcontractor shall allow a representative of the Contractor to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this P2E Agreement during regular business hours. Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities related to this P2E Agreement for a period of three (3) years from the date of final payment to Subcontractor under this P2E Agreement. 10. CONFIDENTIALITY If Subcontractor receives from the Contractor information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees that it shall not use or disclose such information except in the performance of this P2E 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 P2E 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 Subcontractor disclosed in a publicly available source; (c) is in rightful possession of the Subcontractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Subcontractor without reference to information disclosed by the Contractor. 11. CONFLICT OF INTEREST CLAUSE Subcontractor 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 P2E Agreement. 12. NON-DISCRIMINATION Subcontractor 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, including the Workforce Innovation and Opportunity Act (29 CFR, Parts 37 and 38), in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Subcontractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This P2E Agreement and the State P2E Agreement represent the complete and exclusive statements between the Contractor and Subcontractor, and supersede any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this P2E Agreement and the State P2E Agreement, the terms of the State P2E Agreement shall prevail. This P2E Agreement may not be modified except by written instrument signed by the Contractor and by an authorized representative of Subcontractor. 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 Subcontractor or the Contractor. Each party to this P2E 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. 14. ASSIGNMENT Inasmuch as this P2E Agreement is intended to secure the specialized services of Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Contractor and any such assignment, transfer, delegation or subcontract without the Contractor's prior written consent shall be considered null and void. Nothing in this P2E Agreement shall be construed to limit the Contractor's ability to have any of the services which are the subject to this P2E Agreement performed by Contractor personnel or by other Subcontractors retained by Contractor. 15. TERMINATION This P2E Agreement maybe terminated by either party hereto upon thirty (30) days written notice of termination. In the event of termination by Contractor, Subcontractor shall be entitled to receive and the Contractor shall pay Subcontractor compensation for all services performed by Subcontractor 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 Subcontractor to deliver to the Contractor all work product(s) completed as of such date, and in such case such work product shall be the property of the Contractor unless prohibited by law, and Subcontractor consents to the Contractor's use thereof for such purposes as the Contractor deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this P2E Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this P2E Agreement shall be effective unless it is in writing and signed - by the pal ty waiving the breach, failure, right or remedy. No waiver of breach failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This P2E 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 P2E 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 P2E Agreement. 18. PROFESSIONAL LICENSES Subcontractor shall, throughout the term of this P2E 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, and all other governmental agencies. Subcontractor shall notify the Contractor 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 P2E Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this P2E 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: CONTRACTOR: City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 P: (714) 647-5378 F: (714) 647-6549 SUBCONTRACTOR: City of Anaheim Community & Economic Dev. Dept. 201 S. Anaheim Blvd. #1.98Y 1003 Anaheim, CA 92508 P: (714) 765-4342 F: (714) 765-4363 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 fax, 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 purposea of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. 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 P2E Agreement, and shall indemnify Contractor fully, including reasonable costs and attorney's fees, for any injuries or damages to Contractor 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 P2E Agreement. (Signatures on following page) IN WITNESS WHEREOF, the parties hereto have executed this P2E Agreement on the date and year first written above. ATTEST: Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney Un Signed in counterpart RYAN O. HODGE Assistant City Attorney SUBCONT CTOR: By: GORY IA INTERIM CITY MANAGER CITY OF ANAHEIM APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM By: LEONIE H. MULVIHILL?011- ASSISTANT CITY ATTORNEY Dated: 10 CITY OF SANTA ANA KRisTIPE�RIDGE City Manager RECOMMENDED FOR APPROVAL STEVEN A. MENDOZA Executive Director Community Development Agency ATTEST: Dated: THE SA BASS CITY CLERK IN WITNESS WHEREOF, the parties hereto have executed this P2E Agreement on the date and year first written above. ATTEST: -- Signed in counterpart DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney B: RYA HODGE Assistant City Attorney SUBCONTRACTOR: By: Signed in counterpart GREGORY GARCIA INTERIM CITY MANAGER CITY OF ANAHEIM APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM Signed in counterpart LEONIE H. MULVIHILL ASSISTANT CITY ATTORNEY OFSANTA ANA Signed in counterpart KRISTINE RIDGE City Manager RECOMMENDED FOR APPROVAL Signed in counterpart STEVEN A.MENDOZA Executive Director Community Development Agency ATTEST: Signed in counterpart By: THERESA BASS CITY CLERK Dated: Dated: 10 Anaheim West rower. Sm Floor 201 S. Anaheim BhM.. Suite SM Anaheim, calilomia 92805 TEL (714)765-5193 FAX (714)765-5245 %W7Awelm.nel City of Anaheim RISK MANAGEMENT April 15, 2020 City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Re: Prison to Employment (P2E) Grant Dear Sirs: The City of Anaheim has been asked to provide you with information regarding the City's risk -financing program. Like essentially all of the larger public entities in California, in lieu of commercial insurance the City is self -funded for its primary loss exposure in the areas of liability and workers' compensation. The following is a brief summary of the City's risk -financing programs in these two areas. For general and auto liability exposures, the City has been partially self -funded for liability since 1978. Under its present program, the City maintains a funded, actuarially - sound risk -financing program with a $1,000,000 per -occurrence retention. Above the $1,000,000 retention, coverage is provided through the Authority for California Cities Excess Liability (ACCEL), a joint powers insurance authority (JPIA) as provided for under California law. Above the ACCEL layer, coverage is provided by excess commercial insurers, with limits in excess of $200,000,000 per occurrence. For workers' compensation exposures, the City has been partially self -funded since 1974. Under its present program, the City maintains a funded, actuarially -sound risk - financing program with a $2,000,000 per -occurrence retention. Above the $2,000,000 retention, coverage is provided through CSAC-EIA and commercial insurers to statutory limits. Claims arising under both the liability and workers' compensation programs are self- administered by the Risk Management Division. Inquiries concerning the City of Anaheim's risk -financing program should be addressed to the undersigned. Very ytttruully yours, Tracey-L. Matthews Risk Manager TLM/yl REVIEWED & APPROVED By Risk MANACrEMENT D1visiON 1 2 20 M2ANCINE R. VILLAREAL