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HomeMy WebLinkAboutCEO LEADERSHIP ALLIANCE INSURANCE ON FILE WORK MAY PROCEED N-2024-361 UNTIL INSURANCE EXPIRES 011242- CITY CLERK DATE' NOV 0 ZOZb Da* tKF) _ October 15,2024 CEO Leadership Alliance("Speaker/Performer") 668 N. Coast HWY, Suite#319 Laguna Beach,California 92651 (302)981-0086 khom @claoc.org Re: Speaker/Performer Engagement Agreement This letter represents your agreement with the City of Santa Ana ("City") as entered into on the above date for the engagement described below: 1. Event Description: As further described in Exhibit A,attached hereto and incorporated herein, Speaker/Performer will provide workshops regarding Artificial Intelligence and Emerging Technologies for the participants of the Santa Ana Youth (SAY) Employment Program. Speaker/Performer will setup the activity for the workshop; provide all instructors, curriculum, marketing, enrollment and registration materials, and all technology and materials required for the workshops. 2. Date(s): TBD,upon agreement of the parties,but for a term between 11/4/2024 through 12/31/2025. 3. Event Time(s): TBD,upon agreement of the parties. 4. Location(s): Santa Ana WORK Center and library locations,TBD upon agreement of the parties. 5. Compensation: An amount not to exceed $11,000.00 pursuant to those rates identified in Exhibit A (payable by check within 45 calendar days of each event); Speaker/Performer must provide IRS form W-9 before payment can be made. 6. Equipment provided by City: microphone,projector,tables and chairs. 7. Equipment provided by Speaker/Performer: All other equipment and materials necessary. 8. City Contact Person(for coordinating purposes only): Dylan Dario x5118 9. Independent Contractor: Speaker/Performer 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 Speaker/Performer performs the services that are the subject matter of this Agreement; however, the services to be provided by Speaker/Performer shall be provided in a manner consistent with all applicable standards and regulations. Speaker/Performer 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. 10. Insurance: Insurance shall be procured and maintained by the Speaker/Performer as required by the City and as further detailed in Exhibit B,attached hereto and incorporated herein. 11. Indemnification: Speaker/Performer,his or her agents,or employees(if applicable)agrees to and shall indemnify, defend,and hold harmless the City,its officers,agents,employees,consultants,special counsel,and representatives Speaker Agreement—CEO Leadership Alliance Page 2 from and against all loss,expenses, or liability(including costs and attorney's fees) arising from the negligence or willful misconduct of Speaker/Performer,his or her agents,or employees. 12. Release: Speaker/Performer accepts any City-provided equipment used in connection with the performance in their "as-is" condition, with all faults. Speaker/Performer fully releases, waives and discharges forever any and all claims,demands,rights,and causes of action of any kind or nature against,and covenants not to sue,City,its elected officials,officers,employees,agents and volunteers,and all persons acting on behalf of,by,through or under each of them,under any present or future laws,statutes,or regulations for any claim or event relating to the condition of the City-provided equipment or Speaker/Performer's use thereof. 13. The City shall have the right and royalty-free license to simulcast or produce and show a tape-delayed broadcast of Speaker/Performer's presentation to the City community or general public, through webcast or any other means. This license shall be non-exclusive and the copyright shall remain with the Speaker/Performer. Copies of Speaker/Performer's presentation may be maintained by the City, and Speaker/Performer consents to use of such recordings. 14. Speaker/Performer is solely responsible for payment of royalty fees,performance fees,or similar fees that may be required by unions or similar organizations. Speaker/Performer shall indemnify the City against any liability or damages, including attorney's fees,that may arise as a result of violation by Speaker/Performer of copyright laws. 15. Speaker/Performer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, disability, or any other basis protected by applicable law in connection with any activities related to this Agreement. 16. This Agreement shall in all respects shall be interpreted,enforced,and governed exclusively by and under the laws of the state of California. Both parties 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. 17. This Agreement represents the complete and exclusive statement between the City and Speaker/Performer regarding the subject matter herein and supersedes any and all other agreements, oral or written,between the parties. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Speaker/Performer. CITY O SANTA A SPEAKER/PERFORMER Alvaro Nunez By: Kristina Horn City Manager Title: Manager of Artificial Intelligence Initiative ATTEST: APPROVED AS TO RM: 004 Jonathan T.Martinez -rk Assistant City Attorney RECOMMENDED FOR APPROVAL Brian Sternberg Library Services Director Speaker Agreement—CEO Leadership Alliance Page 3 EXHIBIT A SCOPE OF SERVICES VENDOR INFORMATION: Name: Kristina Horn,CEO Leadership Alliance Orange Address: 668 N. Coast HWY, Ste 319,Laguna Beach, CA 92651 Phone Number: 302-981-0086 Email Address: khorn@claoc.org EVENT: CEO Leadership Alliance of OC will provide a series of workshop modules on AI and Emerging Technologies. CLAOC will also coordinate micro-internships for youth workforce interns. Dates TBD. LOCATION: Workshops will be held at the Santa Ana WORK Center, and library locations(TBD) TERM: 11/4/2024-12/31/2025 COMPENSATION: $11,000 DESCRIPTION: This scope of work includes two projects; • AI Workshops for up to 300 youth • Career Exploration Experience for up to 8 youth Project 1:AI Workshops Description: CEO Leadership Alliance Orange County(CLAOC)will provide workshops for the participants of the Santa Ana Youth (SAY) Employment Program. The workshops will center around learning the foundations of what AI is,how it will affect different careers and industries, and include interactive activities for students to learn how to use AI tools. The in-person workshop series will serve 200-300 youth, and will be scheduled as follows: • Fall 2024: 6 workshops, 2 hours each • Winter 2024/Spring 2025: 6 workshops, 2 hours each • Spring/Summer 2025: 6 workshops, 2 hours each • Potential Make-up Session: Fall/Winter 2025: 2 make-up workshops, 2 hours each(if needed) Class Times: Weekday evenings or Saturdays. Number of Youth/Students: • 200-250 students total, divided into 9 cohorts • Potential increase in the number of cohorts to decrease the number of students per workshop Workshop Instructor Responsibilities: CLAOC will manage the design and facilitation of the workshops, including co-designing with the workshop facilitators. The SOW includes preparation and facilitation time, estimated at 42 hours for 9 cohorts. Instructor Speaker Agreement—CEO Leadership Alliance Page 4 responsibilities include: • Develop and deliver engaging and informative workshop content. • Facilitate discussions and answer questions from participants. • Provide hands-on activities and demonstrations to illustrate AI concepts. • Evaluate participant learning and provide feedback. Library Responsibilities: • Coordinate workshop schedules and logistics • Provide staff support during workshops • Set-up locations for workshops Budget: $5,400 This budget includes the facilitator, CLAOC staff time and materials. Timeline: • Workshop delivery:November 2024 -August 2025 (Possible Make-Up Workshops in Oct. 2025) Project 2: Career Exploration Experience micro-internships Description: CLAOC will provide micro-internships for up to eight rising high school seniors from the Santa Ana Youth (SAY) Employment Program during the Summer of 2025. The application period will open early December for cohort 1 submissions and be extended through May 15th for the last cohort. Students must be available to participate in the 90-hour summer experience, from June 9th through July 17th. The SAY Youth Employment Program will be responsible for onboarding and paying the participating students. Budget: $5,600 Youth programming fee for up to 8 students from the SAY Employment Program @$700/per student. This includes: • Recruiting and onboarding of students • Students will be assigned to a CLAOC member company and work on a group project • Full access to online learning portal, workshops designed to enhance students' career readiness, employability skills, and professionalism, and software tools including MS Office. • Career coaching and mentoring • Digital Badge upon successful completion of the program CLAOC will also conduct program evaluations and share the impact report with the project team. The SAY Employment Program will: • Provide workers' compensation for participating students. • Recruit students to submit applications • Provide a single point of contact to interface with CLAOC • Pay student wages Speaker Agreement—CEO Leadership Alliance Page 5 EXHIBIT B Insurance Requirements Speaker/Performer shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Speaker/Performer shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • 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 and $2,000,000 aggregate. • Sexual Abuse or Molestation Liability(SAML): If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Speaker/Performer shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit of no less than$1,000,000 per occurrence or claim. • Automobile Liability(AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of$1,000,000. • Workers' Compensation (W/C): 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, per employee, per policy for bodily injury or disease. This requirement can be waived if'Vendor has no employees. If Speaker/Performer maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Speaker/Performer. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain,the following provisions: 1. CGL, SAML and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Permittee including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Permittee for City. 3. All required insurance policies:For any claims related to this contract, Permittee's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Permittee's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except Speaker Agreement—CEO Leadership Alliance Page 6 after thirty(30) days prior written notice has been given to City. Ten(10) days prior written shall be provided to City for policy cancellation or non-renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), 20 Civic Center Plaza MAX (Responsible Staff's Department Mail Box), Santa Ana,CA 92701. The name and location of event should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. City may require Speaker/Performer 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. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Permittee shall furnish 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 all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Permittee's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3)years after completion of work. 3. 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, Company must purchase "extended reporting" coverage for a minimum of three(3) years after completion of work. Subcontractors Speaker/Performer shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Speaker/Performer shall ensure that City is an additional insured on insurance required from sub-contractors. 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. CEO Leadership Alliance (2024) Unsigned Final Audit Report 2024-10-23 Created: 2024-10-23 By: Dylan Dario(ddario@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAajOaDNaSpusvS2vSNBUdfQ7eYTMVewJd "CEO Leadership Alliance (2024) Unsigned" History $_'j Document created by Dylan Dario (ddario@santa-ana.org) 2024-10-23-6:33:56 PM GMT Document emailed to Brian Sternberg (bsternberg@santa-ana.org) for signature 2024-10-23-6:34:02 PM GMT fl Email viewed by Brian Sternberg (bsternberg@santa-ana.org) 2024-10-23-7:07:29 PM GMT C56, Document e-signed by Brian Sternberg (bsternberg@santa-ana.org) Signature Date:2024-10-23-7:08:07 PM GMT-Time Source:server Document emailed to Kristina Horn (khorn@claoc.org)for signature 2024-10-23-7:08:09 PM GMT Email viewed by Kristina Horn (khorn@claoc.org) 2024-10-23-7:19:48 PM GMT 66 Document e-signed by Kristina Horn (khorn@claoc.org) Signature Date:2024-10-23-7:20:24 PM GMT-Time Source:server ® Agreement completed. 2024-10-23-7:20:24 PM GMT Q Adobe Acrobat Sign 03> ACORLI CERTIFICATE OF LIABILITY INSURANCE GATE(MM/DDIYYYY) 10/10/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.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(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Mark Wright The Liberty Company Insurance Brokers (A/C,No,Ext): (888)918-3960 (A/C,No): Lic#0079653 E-MAIL com an mark.wri ht libert .com ADDRESS: 9 @ y p y 5955 De Soto Ave,Ste 250 INSURER(S)AFFORDING COVERAGE NAIC# Woodland Hills CA 91367 INSURERA: Sentinel Insurance Company 11000 INSURED INSURER B: Lloyd's of London 15792 CEO Leadership Alliance of Orange County INSURER C: 668 N Coast Hwy 319 INSURER D: INSURER E: Laguna Beach CA 92651 INSURER F: COVERAGES CERTIFICATE NUMBER: 24-25 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AUUL SUHR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 A 72SBABE8643 01/27/2024 01/27/2025 PERSONAL&ADV INJURY $ 1'000'000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO 2 DOD 000 JECT LOC PRODUCTS-COMP(OPAGG $ OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE _S EXCESS LIAB CLAIMS-MADE AGGREGATE S ' DED RETENTION$ s WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S _ Sexual Abuse and Misconduct Liability Agg/each victim $1,000,000 B SML-0000-00438335A 04/01/2024 04/01/2025 Agg/all victims $1,000,000 Safeguard Costs $75,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) • � r iti>k t•I:,n.,�cmcn'-U,v,.,nn �' Rev•w,:CM_ipo,o...A�v CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN The City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. 20 CIVIC CENTER PLZ AUTHORIZED REPRESENTATIVE SANTA ANA CA 92701-4058 - I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD