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HomeMy WebLinkAboutCAMBODIAN FAMILY, THE (6)City of Santa "na r 1 Clerk of the Cour icil AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. CGI E Is the agreement(s) a permanent record? Yes— No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with —V-r e 1 M'd COTC Office Use Only 00FrrpirrH}E COUNCLI 1 2i 1 L f 1omT _O Na N-2021-077 was completed on_ and final payment has been made. (List all amendments. Use space below if needed.) Department: T U 14 Phone/Ext.: Signature: �;�t�J l/�%✓Q�� Date: lagreemenlslformsgorm- agreement termination form goldenrod can MAYOR Vicente Sarmiento MAYOR PRO TEM David Penaloza COUNCILMEMBERS Phil Bacerra Johnathan Ryan Hernandez Jessie Lopez Nelida Mendoza Thai Viet Phan CITY OF SANTA ANA PARKS, RECREATION AND COMMUNITY SERVICES AGENCY 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.om (714)571-4200 June 18, 2021 The Cambodian Family 1626 East 4d' Street Santa Ana, CA 92701 RE: Termination of Agreement N-2021-077 CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez Dear Vattana Peong, I am writing to inform you that your agreement number N-2021-077 with the City of Santa Ana has been terminated effective June 16, 2021. We terminated such agreement because unfortunately the insurance requirements as indicated on Section 6 of the agreement could not be met. Should you have any questions please feel free to contact me at 714 647-5254. Sincerely, Silvia Cuevas Management Analyst City of Santa Ana Parks, Recreation and Community Services Agency SANTA ANA CITY COUNCIL Vicente Serriento DaOd Penaloza Thai Viet Phan Jessie Lopez Phil Bacerra Johnston Ryan Hernandez Nelitla Mendoza Mayor Mayor Pro Tem. Wand 2 Want Wand3 Word it Ward vsaimlensgiismtaanheom tloenalozafal5anta-anaom tohanOsanta-ana.om esslelooezlo�santa-ana om phacerta(nisantaana.oN jrmnharmmdez santeanaom tl (al ta- CNT INSURANCE NOT ON FILE N-2021-077 WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: AGREEMENT WITH THE CAMBODIAN FAMILY FOR YOUTH PROGRAMS AND Q�GSw co SERVICES it"" C"e"�) THIS AGREEMENT is made and entered into this 29th day of March, 2021, by and l between The Cambodian Family, a California non-profit public benefit 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. On November 6, 2020, the City released Request for Proposal No. 20-143 ("RFP") for youth programs and services through the City's Parks, Recreation and Community Services Agency to be financed by the City's Cannabis Public Benefit Fund. B. Many proposals were received and evaluated, including Consultant's proposal. Consultant was one of several vendors providing youth programs and services that was selected to provide services pursuant to the RFP. C. The City desires to retain a consultant having special skill and knowledge in the field of providing youth programs and services. D. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its 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 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: 1. SCOPE OF SERVICES Consultant 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 attached as Exhibit A to this Agreement, incorporated by reference and set forth as part of consultant's proposal in response to RFP No. 20-143. Specifically, Consultant will hold youth mental wellness education workshops. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum expended shall not to exceed eleven thousand four hundred and three dollars ($11,403.00) during the entire term of this Agreement (including any extensions of time). Page 1 of 9 b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that 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 April 1, 2021 and continue through December 31, 2021, unless terminated earlier in accordance with Section 15, 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City 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 drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data, which were provided, to Consultant by the City. City 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 Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an "occurrence" basis, including products and completed Page 2 of 9 operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projeet/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b) Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Instructor has no owned autos, Code 8 (hired) and 9 (non - owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Note — required only if auto is used in performance of work). c) Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d) Sexual Abuse or Molestation (SAM) Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Consultant shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $5,000,000 per occurrence or claim. e) If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Santa Ana requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Ana. f) Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: 1) Additional Insured Status- The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL and SAM policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2) Primary Coverage- For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3) Notice of Cancellation- Certificate of Insurance shall provide thirty (30) day prior written.notice of cancellation in a form approved by the City. 4) Waiver of Subrogation- Consultant hereby grants to City of Santa Ana a waiver of any right to subrogation, which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies Page 3 of 9 regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. 5) Self -Insured Retentions- Self -insured retentions must be declared to and approved by the City of Santa Ana. The City of Santa Ana may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or the City of Santa Ana. 6) Failure to provide or maintain insurance coverage as required by this Agreement is grounds for immediate terminate of this Agreement. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, 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 Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this 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 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 Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this 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 terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant'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 Consultant. 8. BACKGROUND CHECK PROVISIONS Consultant shall not assign any employee, agent, subcontractor or volunteer to provide services pursuant to this Agreement, if that employee, agent, subcontractor or volunteer is required to register as a sex offender under California Penal Code Section 290 et seq, has a conviction for any crime of moral turpitude, has a conviction for a violent felony as defined in California Penal Code Section 667.5(c), or has a conviction for a serious felony as defined in California Penal Code Section 1192.7(c). Disqualifying convictions include but are not limited to, violations of California Penal Code Sections 37, 128, 136. 1 with Section 186. 22, 187, 190- 190.4 and 192(a), 205, 206, 207- 209.5, 211, 212, 212.5, 213, 214, 215, 218- 219, 220, 236.1(b) or 236.1(c), 243.4, 261, 261.5, 273.5, 262, 264.1, 266, 266c, 266h, 266i, 266j, 267, 269, 272, 273a, 273ab, 273d, 285, 286, 288, Page 4 of 9 288a, 288.2, 288.3, 288.4, 288.5, 288.7, 289, 290, 311.1, 311.2, 311.3, 311.4, 311, 314, 347(a), 368, 417(b), 451(a), 518 with 186. 22, 647.6, 65311(c), 664 and 187, 667.5(c), 18745, 18750, or 18755, 12022.53, 11418(b)(1) or (b)(2); Business and Professions Code Section 729. Failure to comply with this Section shall be grounds for immediate termination of this Agreement. 9. RECORDS A. Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. B. City may request enrollment and attendance reports for participants of the program. Consultant will also provide bi-monthly program reports to the City. 10. 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 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 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. 11. 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. Page 5 of 9 12. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, 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. 13. 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. hi 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 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 Consultant or the City. Each party to this 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 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. 15. TERMINATION This Agreement may be terminated 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, the City Manager may require Consultant to deliver to the City all work product(s) 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. Page 6 of 9 b. Payment need not be made for work, which fails to meet the standard of performance specified in the Recitals of this 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 Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any 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 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. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term 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 its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. 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 forth in the body of this Agreement. 20. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 7 of 9 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1989 Santa Ana, CA 92702-1989 Fax: 714- 647-6956 Copies to: Fal City Manager City of Santa Ana 20 Civic Center Plaza (M-31) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-6954 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-6515 To Consultant: The Cambodian Family 1626 East 0 Street Santa Ana, California 92701 Email: vattahap@cambodianfamily.org 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 purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Page 8 of 9 N-2021-077 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: rZ A RUDLOFF Executive Director Recreation & Community Services Agency CITY OF SANTA ANA: KIMTINE RIDGE City Manager THE CAMBODIAN FAMILY: Vattana Peong Executive Director Page 9 of 9 EXHIBIT A - SCOPE OF WORK A. Descriptions of Youth Program/Service To Be Provided, The Tasks To Be Accomplished, and The Deliverables To Be Provided: Youth Mental Wellness Program: This Youth Mental Wellness Program is so much needed during and after this pandemic,.as we have learned from youth and their families attending our current after -school youth program that their emotional health and well-being have been negatively affected by the pandemic. Youth will develop a healthy mind living lifestyle by participating in our youth -friendly, age -appropriate, and youth -tailored mental wellness education workshop and activities. We will provide mental wellness education workshops by using "Youth Mental Wellness 101" presentation. The whole presentation, including wellness activities, is approximately 3 hours long and will be divided into two workshops. Each workshop will last for about 1.5 hours and will be delivered by our trained youth counselors/case managers who are bilingual in English/Spanish, English/Khmer, and EnglishNietnamese. Youth Mental Wellness 101 focuses on 4 key areas, including Awareness, Self -Care, Action, and Resources. For Awareness, youth will lean about what is mental wellness, mental health -related problems that can be prevented or mitigated by greater awareness, how stress affects them, and more. For Self -Care, youth will learn about creating self -care basic checklist, ideas/tips for self -care, asking for help, managing time with purpose and intention, managing time on social media, journaling, talking, and engaging in creating ways to express themselves, etc. For Action, youth will learn about healthy behaviors, including exercise, healthy eating, socialization, going outside, meditation and breathing, enjoying laughing, sleeping well, and more. For Resources, youth will learn about the different resources available to them and their families, including resources related to housing, mental health, food, cash assistance, etc. Resources will include resources from our own organization and from our community partners such as Orange County Behavioral Health Information and Referrals (OC Links), Multi -Ethnic Collaborative of Community Agencies, ok2talk.org, National Alliance on Mental Illness Warm Line or Text, CalOptima Behavioral Health Line, Bringehange2mind.org, Heads Up Checkup, Teenlineonline.org, Each Mind Matters, and more. Youth will also be encouraged to share these information and resources with their friends and families. A total of up to 45 youth will be enrolled into this Mental Wellness Program. Youth who have completed both workshops will receive a certificate of completion and an incentive ($10 gift card) as our appreciation for their time. To retain and encourage youth participation in the whole training, youth will have the opportunity to enter opportunity drawing for different youth -friendly prizes. Pre and post surveys will be administered with youth participants before and after the training to measure their improved knowledge, attitude, and skills. We hope to see at least 25% changes between the pre and post surveys. Exhibit B FEE PROPOSAL ORGANIZATIONAL NAME: The Cambodian Family Youth Program/Service: Youth Mental Wellness Workshop Program Duration: April 1st, 2021 — December 31", 2021 (9 Months) Description of Service Unit Description # of Units Cost per Unit Total Youth Mental Wellness 1 per week 18 weeks $633.50 $11,403 Workshop (up to 45 youth) within a 9 month period TOTAL $11,403