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HomeMy WebLinkAboutCAREER EDGE, LLC.INSURANCE ON FILE WORK MAY PROCEED CAREER EDGE SITE LICENSE AGREEMENT: UNTI IN EXPIRES- N-2021-048 �1 (SANTA ANA WORKFORCE DEVELOPMENT BOARD MPR 2��1 CLERK OF COUNCIL DATE: This agreement of the Career EDGE Program is made and entered into this day of March 161h, 2021, by and between SANTA ANA WORKFORCE DEVELOPMENT BOARD ("SANTA ANA") and Career EDGE, LLC ("EDGE'S, each a "Party" or collectively, the "Parties." The Parties hereby agree as follows: O'LMLO)CAREERIDGE CONTENT & TOOLS PLATFORM: This agreement serves to confirm that SANTA ANA will license the use of the Career EDGE Career Development Platform into the SANTA ANA and ensure proper implementation and support. The platform will include Content, Tools, and administrative dashboard. CONTENT: EDGE will provide SANTA ANA with access to a library of candidate success and career development modules through an active EDGE account. TOOLS: EDGE will provide access to the Career EDGE Toolkit for approved SANTA ANA populations with an active EDGE account. The Toolkit includes: Resume Builder, Interview Simulation Trainer, e-Portfolio, Business Plan Builder, Cover Letter, Thank You Letter, and Mock job Application. Additional tools created or offered by EDGE for SANTA ANA use can be discussed as a supplement to this agreement. ADMINISTRATIVE DASHBOARD: EDGE will develop an administrative dashboard for SANTA ANA staff, contracted provider case managers, business services and trainers to track, monitor and report on the following EDGE activities. Participant activity and completion of Career Readiness modules and tools • Coach review, approval and interactions with participation users and activity FEE SCHEDULE: The initial term of this Agreement will involve a one-time payment of ten thousand dollars ($10,000.00). SANTA ANA has thirty days (30) from receipt of each EDGE invoice to complete payment. INITIAL TERM & OPTION YEAR EXTENSIONS: The initial term will begin on or about April 1, 2021 (or date of authorization) and ends March 30, 2022. SANTA ANA agrees that it will provide EDGE sixty day (60) written notice in the event it seeks to modify or cancel this agreement. During the initial term, SANTA ANA will be allowed to have up to 120 participants on their site. Applicants will only have the ability to enter their data and store their documents, participants will be able to access all Career EDGE modules and tools. Each unique user is identified by their chosen email address. Note, each time a new email is registered on the portal, this counts as one (1) new user. Career EDGE, LLC 250 State Street C-2 North Haven, CT 06473 P: 203-407-8800 info@careerteam.com -2- MISCELLANEOUS: Any dispute concerning the validity, interpretation, or performance of this Agreement and any of its terms or provisions, or of any rights or obligations of the Parties hereto, shall be governed and resolved in accordance with the laws of the state of Connecticut and any such dispute shall be resolved exclusively in the state or federal courts located within the State of Connecticut. SANTA ANA consents to the exclusive jurisdiction of the courts in the State of Connecticut and agrees that service of process may be made upon SANTA ANA by first class mail, return receipt requested. This Agreement has been fully and freely negotiated by the Parties hereto, shall be considered as having been drafted jointly by the parties, and shall be construed as if so drafted, without construction of either party. This Agreement contains the entire representations and understandings of the Parties and supersedes and cancels any and all other Agreements, contracts, representations and understandings between them referring to the subject matter herein. Captions of the various sections contained in this Agreement are intended solely for the convenience of the Parties and not for any other purpose and are not intended to explain or be used in the construction of any provision of this Agreement. Career Edge, LLC shall defend, indemnify and hold Client, its affiliates, and their respective directors, officers, shareholders, employees, contractors and agents harmless from and against any liabilities, losses, claims, suits, damages, costs and expenses (including without [imitation, reasonable attorneys' fees and expenses) arising out of or otherwise relating to Career Edge, LLC's performance of or failure to perform any duty required of Career Edge, LLC under this Agreement, except to the extent the same arises out of the negligence or willful misconduct of SANTA ANA. Career Edge, LLC shall procure and maintain for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. Career Edge shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. Cyber Liability Insurance, with limits not less than 12,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher fruits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. In no event shall either party be liable to the other for any consequential or incidental damages. In no event shall either party be liable to the other for any consequential or incidental damages. In no event shall EDGE's habihty to SANTA ANA for any liabilities, losses, claims, suits, damages, costs and expenses arising from or relating to this Agreement exceed $10,000. This Agreement may not be assigned or delegated by either Party without the express written consent of the non -assigning Party. All of the provisions of this Agreement are intended to be distinct aid severable. Any waiver by any Party of any breach or default of any provision of this Agreement shall not constitute a waiver of such provision or any subsequent breach or default thereof. The undersigned represents that they are authorized to execute this Agreement on behalf of the designated Party. Career EDGE, LLC 250 State Street C-2 North Haven, CT 06473 P: 203-407-8800 info@carcerteam.com N-2021-048 -3- City of Santa Ana Signature Page to: Career EDGE Site License Agreement (Santa Ana Workforce Development Board) CITY OF SANPA ANA: ATTEST: Krisfine Ridge Daisy Gomez - City Manager Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho C iUy Ry dge Assi ant ity Attorney Care EDGE 6 Christopher J. Kuselias CEO RECOMMENDED FOR APPROVAL: Steven Mendoza Executive Director Community Development Agency Career EDGE, LLC 250 State Street C-2 North Haven, CT 06473 P: 203407-8800 info@careerteam.com CERTIFICATEI.IABILITY INGARETEA•01 SURANCE Inw 4eR nFICATE 13 ISSUED q5 A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HO/16/20 THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ORTANT-' If he If SUBROOATIONt IS WAIVED, subject to thholder Is an e Dto ME andiN3UREb,e he policy(i08) must have ADDITIONAL INSURED provisions or be endd PRODUCER Dallle & Travers Ins Agency LLC INSURED Career Edge LLC 2S0 State Street Unit C4 North Haven, CT 06473 THE POLICIES OF )ING ANY REOUIR 5D OR MAY PERT, COMMERCIAL GENERAL LIA81LITI CLAIMS -MADE OCCUR X LAGGREG LIMITAPPLIES PER: POLICY 118i 0 LOC ANY AUTO X AfUfTOE�SONLY AU)(NoyUyL�EDo AURTOS ONLY X AVTOS O�Y UMBRELLA LIAe X OCCUR EXCESS L1A8 CLAIIIIMADE X NN DATE IMMIODIYYYYI certain Policies may require an endorsement. A statement on mentkl OF ANY CONTRACTlrl� IN�UKEU NAMED ABOVE FOR THE OR OTHER DOCUMENT WITH RESPECT TO ICYWHI PERIOD CH THIS iD BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 3EN REDUCED BY PAID CLAIMS. 9/1/2020 1 9/1/2021 91112020 1 911/2021 9/1/2020 1 911/2021 9/112020 1 9/1/2021 '• -I 'V-A nuNS/VEHICLES IACORO 101 Additional Remarks Schadulo, ma ba oaaaeed ipmurea ace is regV ral UI I y of Santa Ana, offlcers, agents, employees and volun(eers are shown as an Addiilonal Insured on the General Liability policy as required in the written, Ined and executed Agreament/Contract directly with the Named Insured subject to all farms, conditions and exclusions of the insurance contract In place ink Named ofSud. This will apply to: a Blanket Additional Insured; I2.r Blanket all Insured Including Products andlor Completed Operations; 3. mket Waiver of Subrogation; and 4. Primary and Non -Contributory requlremonts. Days Notice of Cancellation with 10 Days notice for nonpayment of premium in accordance with the policy provisions. ;,STIFICATE HQLDER '—""'—'------- REVIEW- -&—APPROV�ANCELLATION r_t r City of Santa Ana 13 1&1C A ACEMENTI.)IVISIOI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Risk Management DIVISOR p99 q4 ACCORDANCE WITH THE POLICY PROVISIONS. 20 CIVIC Center Plaza Santa Ana, CA 2702 O 4OL.1 ACORb 26 (2015l03) _ SMAANTWA M. The ACORD name and logo are registered me s ofACORDCORD CORPORATION. All rights reserved.