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HomeMy WebLinkAboutDREAMS FOR SCHOOLS,-* City of Santa Ana t City Clerk AGREEMENT TERM► (NATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect.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. Is the agreement(s) a permanent record? Yes No Return form to the City Clerk's Office (M-30). Call 647-6520 if you have any questions. The agreement with 'Dil"e-C M,� W corc aft�c� ��� Qr,i C 1022 t �t Santa Arl JAN 112024 CIty Clerk's Office No. N-2023-125 was completed on r and final a m (List all amendments. Use space below if needed.) p Y ent has been made. iAagreementsVormsVorm - agreement termination form nnlrfanmri r{nn Department:' Phone/Ext.:�,�, Signature: Date: 1 � r14--15 INSURANCE NOT ON FILE WORK MAY NOT PROCEED CITY CLERK DATE: N-2023-125 MAY 19 2023 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND DREAMS FOR SCHOOLS FOR STEAM PROGRAMMING U,Q (, )(pat) AMERICAN RESCUE PLAN ACT (ARPA) FUNDS �Eua S' THIS AGREEMENT is made and entered into this 15th day of May 2023 by and between Dreams for Schools, a California public benefit nonprofit corporation ("Provider"), 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 retainer a provider having special skills, resources, and knowledge to provide STEAM programming for its Library. B. Provider represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Provider represents that it is knowledgeable in its field and that any services performed by Provider under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting 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 Provider shall perform the services described in the Scope of Services attached hereto as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Provider agrees to accept as total payment for its services under this Agreement, the compensation identified in Exhibit A. The total sum to be expended under the term of this Agreement shall not exceed Two Thousand Dollars and Zero Cents ($2,000). 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. C. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. Page 1 of 10 "MEND—MITUVI This Agreement shall commence on June 6, 2023 and terminate on June 29, 2023, after the last class, unless terminated earlier in accordance with Section 18, below. 4. PREVAILING WAGES Provider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Provider agrees to fully comply with such Prevailing Wage Laws. Provider shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Provider 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 Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider 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 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 Provider under this Agreement ("Documents & Data"). Provider shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Provider represents and warrants that Provider has the legal right to license any and all Documents & Data. Provider makes no such representation and warranty in regard to Documents & Data which were provided to Provider 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. Page 2 of 10 7. INSURANCE Provider shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Provider, its agents, representatives, employees or subcontractors. a. Minimum Scope and Limit of Insurance (1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (2) 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. (3) Broader Coverage: if the Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions (1) Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Provider including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Provider's insurance (at least as broad as ISO Form CG 20 10 1185 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). (2) Primary Coverage: For any claims related to this contract, the Provider's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Provider's insurance and shall not contribute with it. Page 3 of 10 (3) Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (4) Waiver of Subrogation: Provider hereby grants to City a waiver of any right to subrogation that any insurer of said Provider may acquire against the City by virtue of the payment of any loss under such insurance. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City 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. The City may require theProvider 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 City. (6) Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to the City. (7) Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Provider must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. (8) Verification of Coverage: Provider shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Provider's obligation to provide them. Page 4 of 10 The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. (9) Subcontractors: Provider shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Provider shall ensure that City is an additional insured on insurance required from subcontractors. (10) Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Provider agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, 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 Provider or its subconsultants, agents, employees, or other persons acting on their 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 Provider 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 terns 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 Provider'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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Provider. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Provider shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Provider to the City pursuant to this Agreement. Page 5 of 10 10. RECORDS Provider shall keep records and invoices in connection with the work to be performed under this Agreement. Provider 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 Provider under this Agreement. All such records and invoices shall be clearly identifiable. Provider 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. Provider 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 Provider under this Agreement. 11. CONFIDENTIALITY If Provider receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Provider 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 Provider disclosed in a publicly available source; (e) is in rightful possession of the Provider without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Provider without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Provider covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. BACKGROUND CHECI{ Provider shall ensure that all employees, subcontractors, and any volunteers are fingerprinted and background checked prior to conducting any work pursuant to this Agreement. Provider shall not assign any employee, agent, subcontractor, volunteer or the Provider personally to provide services pursuant to this Agreement, if that employee, agent, subcontractor, volunteer, or the Provider personally are required to register as a sex offender under California Penal Code Section 290 et seq, have a conviction for any crime of moral turpitude, have a conviction for a sexual based crime, have 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 Page 6 of 10 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, 288a, 288.2, 288.3, 288.4, 288.5, 288.7, 289, 290, 311.1, 311.2, 311.3, 311.4, 311.10, 311.11, 314, 347(a), 369, 417(b), 451(a),518 with 186.22, 647.6, 653f(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. 14. 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: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Executive Director Library Services Agency City of Santa Ana 26 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, CA 92702 To Provider: Dreams for Schools 4999 Casa Loma Ave. Yorba Linda, CA 92886 hifo(20rearnsforschools.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. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Page 7 of 10 Provider regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In 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 Provider. The parties agree that any terns 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 Provider 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 are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Provider, Provider 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 providers retained by City. 17. 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. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Provider shall be entitled to receive and the City shall pay Provider compensation for all services performed by Provider 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 Provider to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Provider consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, Page 8 of 10 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, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. 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, 21. PROFESSIONAL LICENSES Provider 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. Provider 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. 22. FUNDING -RELATED PROVISIONS Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds ("CSLFRF") program, will be used to fund all or a portion of this Agreement. As applicable, Provider shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference: a. Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the "AW); b. U.S. Department of the Treasury ("Treasury") Final Rule for the Act, available at https: //www. govinfo. gov/content/pkg/FR-2022-01-27/pdf/2022-00292.pdf, C. Treasury Compliance and Reporting Guidance for the Act, available at https://home. treasury. gov/system/files/ 13 6/SLFRF-Compliance-and-Reporting-Guidance.pdf, d. 2 C.F.R. Part 200 — Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury; Page 9 of 10 N-2023-125 e. Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; .rr, f. Federal contract provisions attached hereto as Exhibit A-1 and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. 23. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year fast above written. ATTEST: Jenm er Perk APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: andon Salvatierra Deputy City Attorney FOR APPROVAL 97,.-,f Brian StembergV Executive Director Library Services Agency CITY OF SANTA ANA Kristine City Manager DREAMS FOR SCHOOLS Ago ns Aug aiig Audrey Auy g (May'rt,202 1:27 PDT) Name: AudreyAuyang Title: Programs Director Page 10 of 10 EXHIBIT A Exhibit A SCOPE OF SERVICES VENDOR INFORMATION: Dreams for Schools 4999 Casa Loma Ave. Yorba Linda, CA 92886 (626) 290-7665 audrey@dreamsforschools.org Info@dreamsforschools. org Dreams for Schools is an independent 501(c) (3) non-profit organization EVENT: Santa Ana Public Library Department X-STREAM Lab Workshops LOCATION: Main Library, 26 Civic Center Plaza, Santa Ana, CA, 92701 TERM: June 6, 2023 — June 29, 2023 - Tuesdays & Thursdays: June 6, 8, 13, 15, 20, 22, 27 & 29, 2023 — 1:00 — 3:00 pm (grades 6-12) COMPENSATION: Not to exceed $2,000 DESCRIPTION: Dreams for Schools will provide one 4-week STEAM Arduino Robotics class that meets twice a week, on the service dates and times listed above. Sessions will take place at the Main Library, 26 Civic Center Plaza, CA, 92701. Eight workshops will be presented during the entirety of this agreement. Dreams for Schools will provide eight workshops for a 2-hour duration, each class, for up to 20 participants in each workshop. The vendor will setup the activity for the workshop; provide all instructors, curriculum, marketing, enrolhnent and registration materials, technology & Arduino material required for the workshops. The amount shall not exceed $2,000 total for actual services provided. The City will be responsible for setting up the space for the patrons attending, advertising the program, providing a staff member to oversee the program, and assist as needed. EXHIBIT B NOTICE OF COMPLIANCE CITY k„„ . "A ,AM I1111RINT I'III I IPi II11 AGL ,CLki INCLUDE kk I 1111 ,AGREE MLLT TO MIL CLERK OF MIL COUNCIL IL Contractor Dreams for Schools Name: Project N-2023-125 Number: Project Steam Programming American Rescue Plan Act Funds Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time The compliant coverage(s) are: TYPE OF POLICY EXPIRATIO COI FILE NAME INSURANCE NUMBER N DATE DATE GENERAL 202248143 08/04/2023 04/11/202 DFS COI of Santa Ana.pdf LIABILITY 3 —City WORKERS COMPENSATIO 76WEGAK3G 05/22/202 DFS_WorkersComp_Certificate_SantaAn N AND TF 01/24/2024 3 a. df p EMPLOYERS' LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 5/31/2023 2:38 PM