HomeMy WebLinkAbout25A - AGMTS - SRVS OF MEMORIESREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JANUARY 20, 2015
TITLE:
AGREEMENTS WITH SHIFT DESIGN, NEW
MEXICO HIGHLAND UNIVERSITY AND
QUEENS PUBLIC LIBRARY FOR
IMPLEMENTATION SERVICES OF THE
MEMORIES OF MIGRATION PROGRAM
FUNDED BY THE INSTITUTE FOR
MUSEUM AND LIBRARY SERVICES
NATIONAL LEADERSHIP GRANT
(STRATEGIC PLAN NO. 2,2A)
r CITY MAN ER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑
As Recommended
❑
As Amended
❑
Ordinance on 1s` Reading
❑
Ordinance on 2nd Reading
❑
Implementing Resolution
❑
Set Public Hearing For
CONTINUED TO
FILE NUMBER
1. Authorize the City Manager and the Clerk of the Council to execute an agreement with
Shift Design (Formerly We Are What We Do) in the amount of $121,949 for
implementation of the Memories of Migration Program for the term of December 1, 2014 to
September 30, 2017, subject to non - substantive changes approved by the City Manager
and City Attorney.
2. Authorize the City Manager and the Clerk of the Council to execute an agreement with
New Mexico Highland University in the amount of $40,631 for implementation of the
Memories of Migration Program for the term of December 1, 2014 to September 30, 2017,
subject to non - substantive changes approved by the City Manager and City Attorney.
3. Authorize the City Manager and the Clerk of the Council to execute an agreement with
Queens Public Library in the amount of $25,497 for implementation of the Memories of
Migration Program for the term of December 1, 2014 to September 30, 2017, subject to
non - substantive changes approved by the City Manager and City Attorney.
DISCUSSION
The Santa Ana Public Library was awarded an Institute of Museum and Library Services grant of
$495,550 as part of the Institute's National Leadership program, which supports projects that
address challenges faced by libraries across the United States and have the potential to create
programs and practices that improve library services nationwide. The remaining grant funds not
identified for the partner agencies will be used by the Santa Ana Public Library for in -house
program costs as previously approved by Council.
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IMLS National Leadership Grant Agreements
January 20, 2015
Page 2
The grant will fund the three -year project, Memories of Migration, which will develop and
promulgate techniques for locating, recording and archiving the experiences of immigrant
populations. The project will train and utilize immigrant teens and young adults to record oral
histories and encourage others in the community to contribute their experiences and artifacts to
the project.
Once developed, these techniques will be piloted in four areas across the country with significant
immigrant populations: Queens, New York, West Hartford, Connecticut, the State of New Mexico,
and Santa Ana. The results of these efforts will be made available to the public through the
international web presence, Historypin, which specializes in linking historical photos and
information to geographic locations. Partner organizations were chosen in accord with grant
provisions.
The program will offer participating libraries meaningful programs and enrichment activities that
provide new immigrant communities a voice in the development of library collections and events
and create opportunities for civic engagement for both teen historians and their communities.
Moreover, the techniques offer participants new access to digital literacy and provide learning in
Science, Technology, Engineering & Math (STEM) through digital training in new media and
digitization technologies.
City staff is requesting approval of the attached agreements to partner with Shift Design, New
Mexico Highland University and Queens Public Library to implement the program, as required by
the grant agreement.
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #2 Youth, Education, Recreation, Objective #2,
Expand youth programming, Strategy a, Focus resources on quality youth engagement, civic
awareness, enrichment and educational programs (i.e. youth camping trips) and expand after -
school programs during out -of- school hours at the library and community centers.
FISCAL IMPACT
Funds are available in the IMLS Library Federal Grant, Contract Services account (no. 15311160
62300).
APPROVED AS TO FUNDS AND ACCOUNT:
Gerardo Mouet, Francisco Gutierrez,
Executive Director Executive Director
Parks, Recreation and Community Finance and Management Services Agency
Services Agency
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CONSULTANT AGREEMENT
INCORPORATING INSTITUTE OF MUSEUM
AND LIBRARY SERVICES (IMLS)
LEADERSHIP GRANT REQUIREMENTS
THIS AGREEMENT, effective as of the I" day of December, 2014, by and between
Shift Design, a social enterprise, (hereinafter "Consultant ") and the City of Santa Ana, a chatter
city and municipal corporation organized and existing under the Constitution and laws of the
State of California ( "City ").
RECITALS
A. The City desires to retain Shift Design as a consultant to provide technological
infrastructure for internet archiving to assist with public access to and interaction with
such archive for the Memories of Migration project.
B. The City, as a recipient and grantee of the 2014 Federal Institute of Museum and
Library Services (IMLS) National Leadership Grant Program, desires to enter this
Agreement with the Consultant for the expenditure of grant finds in accordance with
the General Ternis and Conditions for IMLS Discretionary Awards ( "IMLS Terms
and Conditions ") which can be found at;
htti):/ /www imis.eov /assets /i /assetinana3-.e?'/' 0414.2df
C. Consultant represents that it is able and willing to provide such services to the City, and
will comply with the IMLS Terms and Conditions.
D. 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 fine 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 will provide technological infi-astructure for intemet archiving of products of the
grant, as well as infrastructure required for public access to and interaction with the archive.
Consultant will create a jumpkit to assist library partners in collecting and archiving the data, and
will recruit the professionals who will constitute the national Advisory Panel for the Memories of
Migration project. Consultant will also create an evaluation framework for the project and complete
evaluations required by the grant, as set forth in Exhibit A, attached hereto and incorporated herein.
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2. COMPENSATION
a. For the services provided, Shift Design will receive One Hundred Twenty One
Thousand Nine Hundred Forty Nine Dollars ($121,949.00). Shift Design will provide
$109,070,00 in cost sharing as per the budget approved by IMLS. The City shall also pay
reasonable travel costs (limited to transportation, airfare and lodging, if any) for Consultant to
perform its services pursuant to this Agreement; no travel costs will be reimbursed to the
Consultant as the City will be paying such listed costs directly.
b. The above- stated compensation includes reimbursement by the City for meals and
beverages (no alcohol) in an amount not to not exceed $71 per day for up to eighteen (1 S) days.
Consultant shall submit a reimbursement request form with receipts to City staff in order to be
reimbursed, subject to City accounting procedures
c. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
This Agreement shall commence on the date first written above and terminate on
September 30, 2017, unless terminated earlier in accordance with Section 9, below. The Term of
this Agreement may be extended by a writing executed by the City Manager and the City
Attorney.
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. 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 Insurance. Consultant shall maintain commercial
general liability insurance which shall include, but not be limited to protection against claims
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arising from bodily and personal injury, including death resulting therefrom and damage to
property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this 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, and in the aggregate. Such insurance shall (a) name the
City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b)
be primary and not contributory with respect to insurance or self - insurance programs maintained
by the City as evidenced by a separate Additional Insured Endorsement; 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
3300 of the Labor Code, Consultant, if Consultant 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 Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
e. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement, Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to 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 health, and claims for property damage, which may arise from the
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direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I 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 terns 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 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.
CONSULTANT'S OBLIGATIONS
A. Nondiscrimination.
Consultant must comply with the following nondiscrimination statutes and their
implementing regulations and must also comply with the requirements of any other
nondiscrimination laws which may apply:
(a) Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. §2000 et seq.), which
prohibits discrimination on the basis of race, color, or national origin (note: as clarified
by Executive Order 13166, the applicant must take reasonable steps to ensure that limited
English proficient (LEP) persons have meaningful access to the applicant's programs (see
IMLS guidance at 68 Federal Register 17679, April 10, 2003));
(b) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §701 et seq.
including §794), which prohibits discrimination on the basis of disability (note: IMLS
applies the regulations in 45 CFR Part 1170 in determining compliance with Section 504
as it applies to recipients of Federal assistance);
(c) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. § 1681 -83,
§ 1685 -86), which prohibits discrimination on the basis of sex in education programs; and
(d) the Age Discrimination in Employment Act of 1975, as amended (42 U.S.C. §6101 et
seq.), which prohibits discrimination on the basis of age.
B. Debarment and Suspension
Grantees are prohibited from doing business with any organization or person (as a
recipient, subrecipient, contractor, or key employee) if they have been debarred or suspended by
any Federal department or agency.
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The OMB Guidelines to Agencies on Governmen4vide Debarment and Suspension
(Nonprocurement) contained in 2 CFR Part 180 and the corresponding IMLS regulations
contained in 2 CFR Part 3185 apply to IMLS grants.
The Consultant, as a primary tier participant, is required to comply with 2 CFR Part 180
subpart C (Responsibilities of Participants Regarding Transactions Doing Business with Other
Persons) as a condition of participation in the award. The Consultant is also required to
communicate the requirement to comply with 2 CFR Pant 180 subpart C (Responsibilities of
Participants Regarding Transactions Doing Business with Other Persons) to persons at the next
lower tier with whom the Consultant enters into covered transactions.
C. Drug -Free Workplace
The Consultant must provide a drug -free workplace by complying with the requirements
in 2 CFR Part 3186 (Requirements for Drug -Free Workplace (Financial Assistance)). In
particular, the Consultant must comply with drug -free workplace requirements in subpart B (or
subpart C, if the recipient is an individual) of 2 CPR Part 3186.
This includes, but is not limited to: making a good faith effort, on a continuing basis, to
maintain a drug -free workplace; publishing a drug -fi-ee workplace statement; establishing a drug -
free awareness program for the Consultant's employees; taking actions concerning employees
who are convicted of violating drug statutes in the workplace; and identifying (either at the time
of application or upon award, or in documents the Consultant keeps on file in its offices) all
known workplaces under the Consultant's Federal awards.
D. Trafficking in Persons
The Consultant must comply with Federal law pertaining to trafficking in persons. Under
22 U.S.C. §7104(g), any grant, contract, or cooperative agreement entered into by Federal
agency and a private entity shall include a condition that authorizes the Federal agency (IMLS)
to terminate the grant, contract, or cooperative agreement if the Consultant, subgrantee,
contractor, or subcontractor engages in trafficking in persons, procures a commercial sex act, or
uses forced labor. 2 CFR Part 175 requires IMLS to include the following award term, which is
made a part of these General Terms and Conditions:
a. Provisions applicable to a recipient that is a private entity
1. You as the recipient, your employees, subrecipients under this award, and
subrecipients' etployees may not-
i. Engage in severe forms of trafficking in persons during the period of
time that the award is in effect;
ii. Procure a commercial sex act during the period of time that the award
is in effect; or
25A -7
iii. Use forced labor in the performance of the award or subawards under
the award.
2. The City, as the awarding agency may unilaterally terminate this award,
without penalty, if you or a subrecipient that is a private entity -
i. Is determined to have violated a prohibition in paragraph a. I of this
award ten-n; or
ii. Has an employee who is determined by the agency official authorized
to terminate the award to have violated a prohibition in paragraph a.I of
this award term through conduct that is either-
A. Associated with performance under this award; or
B. Imputed to you or the subrecipient using the standards and
due process for imputing the conduct of an individual to an
organization that are provided in 2 CFR part 180, "OMB
Guidelines to Agencies on Governmentwide Debarment and
Suspension (Nonprocurement)," as implemented by IMLS at
2 CFR Chapter XXXI, part 3185.
b. Provision applicable to a recipient other than a private entity
The City, as awarding agency, may unilaterally terminate this award, without
penalty, if a subrecipient that is a private entity-
1. Is determined to have violated an applicable prohibition in paragraph a.1 of
this award term; or
2. Has an employee who is determined by the agency official authorized to
terminate the award to have violated an applicable prohibition in paragraph a.l
of this award term through conduct that is either-
i. Associated with performance under this award; or
ii. Imputed to the subrecipient using the standards and due process for
imputing the conduct of an individual to an organization that are provided
2 CFR part 180, "OMB Guidelines to Agencies on Govermnentwide
Debarment and Suspension (Nonprocurement)," as implemented by our
agency at 2 CFR part 3185.
c. Provisions applicable to any recipient
L You must inform the City immediately of any information you receive from
any source alleging a violation of a prohibition in paragraph a.I of this award
term.
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2. The City has the right to terminate unilaterally that is described in paragraph
a.2 or b of this section:
i. Implements section 106(g) of the Trafficking Victims Protection Act of
2000 ( "TVPA "), as amended (22 U.S.C. §7104(g)), and
ii. Is in addition to all other remedies for non- compliance that are available
to the City under this award.
3. You must include the requirements of paragraph a.I of this award term in any
subaward you make to a private entity.
E. Definitions
For purposes of this award tern:
I. "Employee" means either:
i. An individual employed by you or a subrecipient who is engaged in the
performance of the project or program under this award; or
ii. Another person engaged in the performance of the project or program under
this award and not compensated by you including, but not limited to, a volunteer
or individual whose services are contributed by a third party as an in -kind
contribution toward cost sharing or matching requirements.
2. "Forced labor" means labor obtained by any of the following methods: the
recruitment, harboring, transportation, provision, or obtaining of a person for labor or
services, through the use of force, fraud, or coercion for the propose of subjection to
involuntary servitude, peonage, debt bondage, or slavery.
3. "Private entity":
i. Means any entity other than a State, local government, Indian tribe, or foreign
public entity, as those terms are defined in 2 CFR 175.25.
ii. Includes:
A. A nonprofit organization, including any nonprofit institution of higher
education, hospital, or tribal organization other than one included in the
definition of Indian tribe at 2 CFR 175.25(b).
B. A for -profit organization.
4. "Severe forms of trafficking in persons," "commercial sex act," and "coercion" have
the meanings given at section 103 of the TVPA, as amended (22 U.S.C. §7102).
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F. Federal Debt Status
The Consultant should not be delinquent in the repayment of any Federal debt.
G. Lobbying
The Consultant may not conduct political lobbying within the Federally- supported
project. In addition, the Consultant may not use Federal funds for lobbying specifically to obtain
awards, extensions, amendments, or other Federal actions. (31 U.S.C. § 1352) Certain other
lobbying restrictions, such as the following, may also apply:
Lobbying Activities (Applies to Applicants Requesting Funds in Excess of $100,000) (31
U.S.C. § 1352). The following provisions remain in effect for the award:
(a) No Federal appropriated finds may be paid, by or on behalf of the Consultant, to any
person for influencing or attempting to influence an officer or employee of an agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any Federal contract, the making of any Federal grant, the
making of any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.
(b) If any funds other than Federal appropriated funds have been paid or will be paid to
any person (other than a regularly employed officer or employee of the applicant, as provided in
31 U.S.C. § 1352) for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the Consultant shall complete and submit Standard Form LLL, "Disclosure of
Lobbying Activities," in accordance with its instructions.
(c) The Consultant shall require that the language of the certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts
under grants, loans, and cooperative agreements) and that all subrecipients shall certify and
disclose accordingly.
In addition, no IMLS grant funds shall be used to pay the salary or expenses of any grant or
contract recipient, or agent acting for such recipient, relating to any activity designed to influence
legislation or appropriations pending before the Congress or any State legislature. (P.L. 111 -117,
Division D, Title V General Provisions, see. 503(b)).
S. ASSIGNABiLITX
None of the duties of, or work to be performed by, Consultant under this Agreement shall be
subcontracted or assigned to any agency, consultant, or person without the prior written consent of
City. Consultant must submit all subcontracts and other agreements that relate to this Agreement to
City. No subcontract or assigrunent shall terminate or alter the legal obligations of Consultant
pursuant to this Agreement.
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9. TERMINATION
A. This Agreement may be terminated on thirty (30) days' written notice by either
patty. In the event of such termination, Consultant shall only be entitled to reimbursement for
approved expenses incurred to the effective date of termination.
B. This Agreement may be suspended or terminated by City upon five (5) days' written
notice for violation by Consultant of Federal Laws governing the use of the IMLS grant Rinds. In
the event of such suspension or termination, Consultant shall only be entitled to reimbursement for
approved expenses incurred up to the effective date of suspension or termination.
C. In the event Consultant defaults by failing to fulfill all or any of its obligations
hereunder, City may declare a default and termination of this Agreement by written notice to
Consultant, which default and termination shall be effective on a date stated in the notice which is to
be not less than ten (10) days after certified mailing or personal service of such notice, unless such
default is cured before the effective date of termination stated in such notice. If terminated for
cause, City shall be relieved of further liability or responsibility under this Agreement, or as a result
of the termination thereof, including the payment of money, except for payment for approved
expenses incurred for services satisfactorily and timely performed prior to the mailing or service of
the notice of termination, and except for reimbursement of (1) any payments made for services not
subsequently performed in a timely and satisfactory manner, and (2) costs incurred by City in
obtaining substitute performance.
10. VENUE /JURISDICTION
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, perfornance, 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 finther
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out o£, in connection with or by reason of this Agreement.
11. VALIDITY
The invalidity in whole or in part of any provision of this Agreement shall not void or affect
the validity of any other provision of this Agreement.
12. 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 facsimile or other telegraphic
communication in the manner provided in this Section, to the following persons:
9
25A -11
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. Box 1988
Santa Ana, California 92702 -1988
Facsimile (714) 647 -6956
Copies to: Parks, Recreation and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M -23)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 571 -4221
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647 -6515
To Consultant: Mr. Jon Voss
Histoiypin Strategic Partnerships Director
Shift Design
71 St. John Street
London EC ( M 4N1
Facsimile 415- 935 -4701
13. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages
to Agency 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.
c. No delay or omission by either party hereto to exercise any right or power accruing
upon any noncompliance or default by the other party with respect to any of the terns of this
Agreement shall impair any such right or power or be construed to be a waiver thereof. A
waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be
performed by the other shall not be construed to be a waiver of any succeeding breach thereof
or of any other covenant, condition or agreement herein contained.
10
25A -12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
Maria D. Huizar
Cleric of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Lisa Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Gerardo Monet
Executive Director
Parks, Recreation and
Community Services Agency
CITY OF SANTA ANA
David Cavazos
City Manager
CONSULTANT
Shift Design
By:
Jon Voss
Historypin Strategic Partnerships Director
11
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EXHIBIT A
SCOPE OF WORK
Memories of Migration Partners
Shift Design (Consultant) will provide technological infrastructure for internet archiving of the
results and products of the Federal Institute of Museum and Library (IMLS) grant, as well as the
infrastructure required for public access to and interaction with the archive for the Memories of
Migration project. Consultant will create a Memories of Migration web presence on Historypin,
along with mechanisms for uploading the content from partner libraries and institutions across
the country and integrating it into the online archive. Consultant will assist library partners in
collecting and archiving data, and will recruit the professionals who will constitute the national
Advisory Panel for the Memories of Migration project. Consultant will create an evaluation
framework for the project and complete interim and final evaluations required by the IMLS
grant. In return for these deliverables, Consultant will receive $121,949.00. Consultant will
provide $109,070.00 in cost sharing as per the budget approved by IMLS.
12
25A -14
CONSULTANT AGREEMENT
INCORPORATING INSTITUTE OF MUSEUM
AND LIBRARY SERVICES (IMLS)
LEADERSHIP GRANT REQUIREMENTS
THIS AGREEMENT, effective as of the 1" day of December, 2014, by and between
New Mexico Highlands University (hereinafter "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. The City desires to retain New Mexico Highlands University as a consultant to conduct
a series of community memory workshops throughout New Mexico in connection with
the Memories of Migration Project.
B. The City, as a recipient and grantee of the 2014 Federal Institute of Museum and
Library Services (IMLS) National Leadership Grant Program, desires to enter this
Agreement with the Consultant for the expenditure of grant funds in accordance with
the General Terms and Conditions for IMLS Discretionary Awards ( "IMLS Terms
and Conditions ") which can be found at:
littp: / /www_ mils .L,ov /assets /'llassetmanat,erlgtc 0414.pdf
C. Consultant represents that it is able and willing to provide such services to the City, and
will comply with the IMLS Terms and Conditions.
D. 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 conduct a series of community memory workshops throughout New
Mexico to collect immigrants' experiences in its communities through collaboration with a
statewide network of public and tribal libraries. Consultant will facilitate numerous event tie -ins
with institutions across the state. It will add the products from these events to the project
website. Consultant will utilize an Exhibition Design class to create a traveling exhibition to be
used at these events, as further set forth in Exhibit A attached hereto and incorporated herein.
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2. COMPENSATION
a. Consultant will receive Forty Thousand Six Hundred Thirty One Dollars (540,631.00)
for funds to be expended for salaries for AmeriCorps Interns and Teen Historians, and to
purchase equipment required to collect and archive community memory information. The City
shall also pay reasonable travel costs (limited to transportation, airfare and lodging, if any) for
Consultant to perform its services pursuant to this Agreement; no travel costs will be reimbursed
to the Consultant as the City will be paying such listed costs directly.
b. The above - stated compensation to Consultant includes reimbursement by the City for
meals and beverages (no alcohol) in an amount not to not exceed $71 per day for up to nine (9)
days. Consultant shall submit a reimbursement request form with receipts to City staff in order
to be reimbursed, subject to City accounting procedures.
C. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
This Agreement shall commence on the date first written above and terminate on September
30, 2017, unless terminated earlier in accordance with Section 9, below. The Term of this
Agreement may be extended by a writing executed by the City Manager and the City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire teen 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, ajoint 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. 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 Insurance. Consultant shall maintain commercial
general liability insurance which shall include, but not be limited to protection against claims
arising from bodily and personal injury, including death resulting therefrom and damage to
25A -16
property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this 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, and in the aggregate. Such insurance shall (a) name the
City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b)
be primary and not contributory with respect to insurance or self - insurance programs maintained
by the City as evidenced by a separate Additional Insured Endorsement; 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
3300 of the Labor Code, Consultant, if Consultant 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 Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
e. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to 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 health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
25A -17
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 terns 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 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.
7. CONSULTANT'S OBLIGATIONS
A. Nondiscrimination.
Consultant must comply with the following nondiscrimination statutes and their implementing
regulations and must also comply with the requirements of any other nondiscrimination laws
which may apply:
(a) Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. §2000 et seq.), which
prohibits discrimination on the basis of race, color, or national origin (note: as clarified
by Executive Order 13166, the applicant must take reasonable steps to ensure that limited
English proficient (LEP) persons have meaningful access to the applicant's programs (see
IMLS guidance at 68 Federal Register 17679, April 10, 2003));
(b) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §701 et seq.
including §794), which prohibits discrimination on the basis of disability (note: IMLS
applies the regulations in 45 CFR Part 1170 in determining compliance with Section 504
as it applies to recipients of Federal assistance);
(c) Title IX of the Education Amendments of 1972, as amended (20 U &C. §1681-83,
§ 1685 -86), which prohibits discrimination on the basis of sex in education programs; and
(d) the Age Discrimination in Employment Act of 1975, as amended (42 U.S.C. §6101 et
seq.), which prohibits discrimination on the basis of age.
B. Debarment and Suspension
Grantees are prohibited from doing business with any organization or person (as a
recipient, subrecipient, contractor, or key employee) if they have been debarred or suspended by
any Federal department or agency.
The OMB Guidelines to Agencies on Govermmentwide Debarment and Suspension
(Nonprocurement) contained in 2 CFR Part 180 and the corresponding IMLS regulations
contained in 2 CFR Part 3185 apply to IMLS grants,
25A -18
The Consultant, as a primary tier participant, is required to comply with 2 CFR Part 180
subpart C (Responsibilities of Participants Regarding Transactions Doing Business with Other
Persons) as a condition of participation in the award. The Consultant is also required to
communicate the requirement to comply with 2 CFR Part 180 subpart C (Responsibilities of
Participants Regarding Transactions Doing Business with Other Persons) to persons at the next
lower tier with whom the Consultant enters into covered transactions.
C. Drug -Free Workplace
The Consultant must provide a drug -free workplace by complying with the requirements
in 2 CFR Part 3186 (Requirements for Drug -Free Workplace (Financial Assistance)). In
particular, the Consultant must comply with drug -free workplace requirements in subpart B (or
subpart C, if the recipient is an individual) of 2 CFR Part 3186.
This includes, but is not limited to: making a good faith effort, on a continuing basis, to
maintain a drug -free workplace; publishing a drug -free workplace statement; establishing a drag -
free awareness program for the Consultant's employees; taking actions concerning employees
who are convicted of violating drug statutes in the workplace; and identifying (either at the time
of application or upon award, or in documents the Consultant keeps on file in its offices) all
known workplaces under the Consultant's Federal awards.
D. Trafficking in Persons
The Consultant must comply with Federal law pertaining to trafficking in persons. Under
22 U.S.C. §7104(g), any grant, contract, or cooperative agreement entered into by Federal
agency and a private entity shall include a condition that authorizes the Federal agency (IMLS)
to terminate the grant, contract, or cooperative agreement if the Consultant, subgrantee,
contractor, or subcontractor engages in trafficking in persons, procures a commercial sex act, or
uses forced labor. 2 CFR Part '175 requires IMLS to include the following award term, which is
made a part of these General Terms and Conditions:
a. Provisions applicable to a recipient that is a private entity
1. You as the recipient, your employees, subrecipients under this award, and
subrecipients' employees may not-
i. Engage in severe forms of trafficking in persons during the period of
time that the award is in effect;
ii. Procure a commercial sex act during the period of time that the award
is in effect; or
iii. Use forced labor in the performance of the award or subawards under
the award.
2. The City, as the awarding agency may unilaterally terminate this award,
without penalty, if you or a subrecipient that is a private entity -
25A -19
i. Is determined to have violated a prohibition in paragraph a.1 of this
award term; or
ii. Has an employee who is determined by the agency official authorized
to terminate the award to have violated a prohibition in paragraph a.I of
this award tern through conduct that is either-
A. Associated with performance under this award; or
B. Imputed to you or the subrecipient using the standards and
due process for imputing the conduct of an individual to an
organization that are provided in 2 CFR part 180, "OMB
Guidelines to Agencies on Governmentwide Debarment and
Suspension (Nonprocurement)," as implemented by IMLS at
2 CFR Chapter XXXI, part 3185.
b. Provision applicable to a recipient other than a private entity
The City, as awarding agency, may unilaterally terminate this award, without
penalty, if a subrecipient that is a private entity-
1. Is determined to have violated an applicable prohibition in paragraph a.1 of
this award teen; or
2. Has an employee who is determined by the agency official authorized to
terminate the award to have violated an applicable prohibition in paragraph a.I
of this award term through conduct that is either-
i. Associated with performance under this award; or
ii. Imputed to the subrecipient using the standards and due process for
imputing the conduct of an individual to an organization that are provided
2 CFR part 180, "OMB Guidelines to Agencies on Governmentwide
Debarment and Suspension (Nonprocurement)," as implemented by our
agency at 2 CFR part 31.85.
c. Provisions applicable to any recipient.
1. You must inform the City immediately of any information you receive from
any source alleging a violation of a prohibition in paragraph a.I of this award
term.
2. The City has the right to terminate unilaterally that is described in paragraph
a.2 or b of this section:
i. hnplements section 106(g) of the Trafficking Victims Protection Act of
2000 ( "TVPA "), as amended (22 U.S.C. §7104(g)), and
25A -20
ii. Is in addition to all other remedies for non - compliance that are available
to the City under this award.
3. You must include the requirements of paragraph a. I of this award term in any
subaward you make to a private entity.
D. Definitions
For purposes of this award term:
1. "Employee" means either:
i. An individual employed by you or a subrecipient who is engaged in the
perfonmance of the project or program under this award; or
ii. Another person engaged in the performance of the project or program under
this award and not compensated by you including, but not limited to, a volunteer
or individual whose services are contributed by a third party as an in -kind
contribution toward cost sharing or matching requirements.
2. "Forced labor" means labor obtained by any of the following methods: the
recruitment, harboring, transportation, provision, or obtaining of a person for labor or
services, through the use of force, fraud, or coercion for the purpose of subjection to
involuntary servitude, peonage, debt bondage, or slavery.
3. "Private entity ":
i. Means any entity other than a State, local government, Indian tribe, or foreign
public entity, as those terms are defined in 2 CFR 175.25.
ii. Includes:
A. A nonprofit organization, including any nonprofit institution of higher
education, hospital, or tribal organization other than one included in the
definition of Indian tribe at 2 CFR 175.25(b).
B. A for -profit organization.
4. `Severe forms of trafficking in persons," `commercial sex act," and "coercion" have
the meanings given at section 103 of the TVPA, as amended (22 U.S.C. §7102).
E. Federal Debt Status
The Consultant should not be delinquent in the repayment of any Federal debt.
F. Lobbying
25A -21
The Consultant may not conduct political lobbying within the Federally- supported
project. In addition, the Consultant may not use Federal funds for lobbying specifically to obtain
awards, extensions, amendments, or other Federal actions. (31 U.S.C. § 1352) Certain other
lobbying restrictions, such as the following, may also apply:
Lobbying Activities (Applies to Applicants Requesting Funds in Excess of $100,000) (31
U.S.C. § 1352). The following provisions remain in effect for the award:
(a) No Federal appropriated funds maybe paid, by or on behalf of the Consultant, to any
person for influencing or attempting to influence an officer or employee of an agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Mernber of Congress in
connection with the awarding of any Federal contract, the making of any Federal grant, the
making of any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, leant, loan, or
cooperative agreement.
(b) If any funds other than Federal appropriated funds have been paid or will be paid to
any person (other than a regularly employed officer or employee of the applicant, as provided in
31 U.S.C. § 1352) for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the Consultant shall complete and submit Standard Form LLL, "Disclosure of
Lobbying Activities," in accordance with its instructions.
(c) The Consultant shall require that the language of the certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts
under grants, loans, and cooperative agreements) and that all subrecipients shall certify and
disclose accordingly.
In addition, no IMLS grant funds shall be used to pay the salary or expenses of any grant or
contract recipient, or agent acting for such recipient, relating to any activity designed to influence
legislation or appropriations pending before the Congress or any State legislature. (P.L. 111 -117,
Division D, Title V General Provisions, sec. 503(b)).
8. ASSIGNABILITY
None of the duties of, or work to be performed by, Consultant under this Agreement shall be
subcontracted or assigned to any agency, consultant, or person without the prior written consent of
City. Consultant must submit all subcontracts and other agreements that relate to this Agreement to
City. No subcontract or assignment shall terminate or alter the legal obligations of Consultant
pursuant to this Agreement.
9. TERMINATION
A. This Agreement may be terminated on thirty (30) days' written notice by either
patty. In the event of such termination, Consultant shall only be entitled to reimbursement for
25A -22
approved expenses incurred to the effective date of termination.
B. This Agreement may be suspended or terminated by City upon five (5) days' written
notice for violation by Consultant of Federal Laws governing the use of the IMLS grant foods. In
the event of such suspension or termination, Consultant shall only be entitled to reimbursement for
approved expenses incurred up to the effective date of suspension or termination.
C. In the event Consultant defaults by failing to fidfill all or any of its obligations
hereunder, City may declare a default and termination of this Agreement by written notice to
Consultant, which default and termination shall be effective on a date stated in the notice which is to
be not less than ten (10) days after certified mailing or personal service of such notice, unless such
default is cured before the effective date of termination stated in such notice. If terminated for
cause, City shall be relieved of further liability or responsibility under this Agreement, or as a result
of the termination thereof, including the payment of money, except for payment for approved
expenses incurred for services satisfactorily and timely performed prior to the mailing or service of
the notice of termination, and except for reimbursement of (1) any payments made for services not
subsequently performed in a timely and satisfactory manner, and (2) costs incurred by City in
obtaining substitute performance.
10.
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.
11. VALIDITY
The invalidity in whole or in part of any provision of this Agreement shall not void or affect
the validity of any other provision of this Agreement.
12. 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 facsimile 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, California 92702 -1988
25A -23
Facsimile (714) 647 -6956
Copies to: Parks, Recreation and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M -23)
P.O. Sox 1988
Santa Ana, California 92702
Facsimile (714) 571 -4221
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647 -6515
To Consultant: New Mexico Highlands University
Linda La Grange, PhD.
Associate Vice President of Academic Affairs
1005 Diamond Street
Las Vegas, NM 87701
(505) 850 -9064
13. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages
to Agency 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.
c. No delay or omission by either party hereto to exercise any right or power accruing
upon any noncompliance or default by the other party with respect to any of the terms of this
Agreement shall impair any such right or power or be construed to be a waiver thereof. A
waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be
performed by the other shall not be construed to be a waiver of any succeeding breach thereof
or of any other covenant, condition or agreement herein contained.
T
25A -24
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Lisa Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Gerardo Monet
Executive Director
Parks, Recreation and
Community Services Agency
CITY OF SANTA ANA
David Cavazos
City Manager
CONSULTANT
New Mexico Highlands University
By: —
Linda La Grange, PhD.
Associate Vice President of Academic
Affairs
11
25A -25
EXHIBIT A
SCOPE OF WORT{
Memories of Migration Partners
New Mexico Highlands University (Consultant) will hire and train two AmeriConps
Cultural Technology Interns, as well as a group of Teen Community Historians. Using the Santa
Ana Public Library developed jumpkit, Consultant will conduct a series of community memory
workshops throughout New Mexico, as well as facilitating numerous event tie -ins with
institutions across the state. Consultant will add the products from these events to the Memories
of Migration project website. Consultant will utilize an Exhibition Design class to create a
traveling exhibition to be used at these events. Consultant will provide reports and evaluations
as required by the Federal Institute of Museum and Library Services (IMLS) grant. For these
deliverables, New Mexico Highlands University will receive $40,631.00. Funds will be
expended for salaries for the AmeriCotps Interns and Teen Historians, and to also purchase
equipment required to collect and archive community memory information. Consultant will
provide $41,091.00 in cost sharing as required by the budget approved by IMLS.
12
25A -26
CONSULTANT AGREEMENT
INCORPORATING INSTITUTE OF MUSEUM
AND LIBRARY SERVICES (IMLS)
LEADERSHIP GRANT REQUIREMENTS
THIS AGREEMENT, effective as of the I" day of December, 2014, by and between
Queens Public Library, a public entity (hereinafter "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. The City desires to retain Queens Public Library as a consultant having special skill and
knowledge in the field of conducting community memory events along with related
website services.
& The City, as a recipient and grantee of the 2014 Federal Institute of Museum and
Library Services (IMLS) National Leadership Grant Program, desires to enter this
Agreement with the Consultant for the expenditure of grant funds in accordance with
the General Terms and Conditions for IMLS Discretionary Awards ( "IMLS Tenns
and Conditions ") which can be found at:
ham: / /www.imiss;ov/ assets /l /assetmanauer /Qtc 0414.odf
C. Consultant represents that it is able and willing to provide such services to the City, and
will comply with the IMLS Terms and Conditions.
D. In undertaking the perfonriance 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:
SCOPE OF SERVICES
Consultant shall perform those community memory events as set forth in Exhibit A, Scope
of Work, attached hereto and incorporated herein by reference.
2. COMPENSATION
a. The total sum to be expended under this Agreement shall not exceed Twenty Five
Thousand Four Hundred Ninety Seven Dollars ($25,497.00) during the Term of this Agreement.
The City shall also pay reasonable travel costs (limited to transportation, airfare and lodging, if
any) for Consultant to perform its services pursuant to this Agreement; no travel costs will be
reimbursed to the Consultant as the City will be paying such listed costs directly.
25A -27
b. The above - stated compensation includes reimbursement by the City for meals and
beverages (no alcohol) in an amount not to not exceed $71 per day for up to seven (7) days.
Consultant shall submit a reimbursement request form with receipts to City staff in order to be
reimbursed, subject to City accounting procedures,
c. Payment by City shall be made within thirty (30) clays following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which 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 the date first written above and terminate on September
30, 2017, unless terminated earlier in accordance with Section 9, below. The Term of this
Agreement may be extended by a writing executed by the City Manager and the City Attorney.
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. 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 Insurance. Consultant shall maintain commercial
general liability insurance which 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 Consultant's operations in the
performance of this 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, and in the aggregate. Such insurance shall (a) name the
City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b)
be primary and not contributory with respect to insurance or self- insurance programs maintained
by the City as evidenced by a separate Additional Insured Endorsement; and (c) contain standard
separation of insureds provisions.
25A -28
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than S 1,000,000 per occurrence. Stich insurance shall include coverage for
owned, lured and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section
3300 of the Labor Code, Consultant, if Consultant 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 Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $ 1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
e. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to 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 health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, 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 terns
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 patty asserting that personal
injury, damages, just compensation, restitution, judicial or equitable relief due to personal or
25A -29
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.
7. CONS ULTANT'S OBIAGATIONS
A. Nondiscrimination.
Consultant must comply with the following nondiscrimination statutes and their
implementing regulations and must also comply with the requirements of any other
nondiscrimination laws which may apply:
(a) Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. §2000 et seq.), which
prohibits discrimination on the basis of race, color, or national origin (note: as clarified
by Executive Order 13166, the applicant must take reasonable steps to ensure that limited
English proficient (LEP) persons have meaningful access to the applicant's programs (see
IMLS guidance at 68 Federal Register 17679, April 10, 2003));
(b) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §701 etseq.
including §794), which prohibits discrimination on the basis of disability (note: IMLS
applies the regulations in 45 CFR Part 1170 in determining compliance with Section 504
as it applies to recipients of Federal assistance);
(c) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. § 1681 -83,
§ 1685 -86), which prohibits discrimination on the basis of sex in education programs; and
(d) the Age Discrimination in Employment Act of 1975, as amended (42 U.S.C. §6101 et
seq.), which prohibits discrimination on the basis of age.
B. Debarment and Suspension
Grantees are prohibited from doing business with any organization or person (as a
recipient, subrecipient, contractor, or key employee) if they have been debarred or suspended by
any Federal department or agency.
The OIbIB Guidelines to Agencies on Governmenhvide Debarment and Suspension
(Nonprocurement) contained in 2 CFR Part 180 and the corresponding IMLS regulations
contained in 2 CFR Part 3185 apply to IMLS grants.
The Consultant, as a primary tier participant, is required to comply with 2 CFR Part 180
subpart C (Responsibilities of Participants Regarding Transactions Doing Business with Other
Persons) as a condition of participation in the award. The Consultant is also required to
communicate the requirement to comply with 2 CFR Part 180 subpart C (Responsibilities of
Participants Regarding Transactions Doing Business with Other Persons) to persons at the next
lower tier with whom the Consultant enters into covered transactions.
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C. Drug -Free Workplace
The Consultant must provide a drug -free workplace by complying with the requirements
in 2 CFR Part 3186 (Requirements for Drug -Free Workplace (Financial Assistance)). In
particular, the Consultant must comply with drug -free workplace requirements in subpart B (or
subpart C, if the recipient is an individual) of 2 CFR Part 3186.
This includes, but is not limited to; making a good faith effort, on a continuing basis, to
maintain a drug -free workplace; publishing a drug -free workplace statement; establishing a drug -
free awareness program for the Consultant's employees; taking actions concerning employees
who are convicted of violating drug statutes in the workplace; and identifying (either at the time
of application or upon award, or in documents the Consultant keeps on file in its offices) all
known workplaces under the Consultant's Federal awards.
D. Trafficking in Persons
The Consultant must comply with Federal law pertaining to trafficking in persons. Under
22 U.S.C. §7104(g), any grant, contract, or cooperative agreement entered into by Federal
agency and a private entity shall include a condition that authorizes the Federal agency (IMLS)
to terminate the grant, contract, or cooperative agreement if the Consultant, subgrantee,
contractor, or subcontractor engages in trafficking in persons, procures a commercial sex act, or
uses forced labor. 2 CFR Part 175 requires IMLS to include the following award term, which is
made a part of these General Terms and Conditions:
a. Provisions applicable to a recipient that is a private entity
1. You as the recipient, your employees, subrecipients under this award, and
subrecipients' employees may not-
i. Engage in severe forms of trafficking in persons during the period of
time that the award is in effect;
ii. Procure a commercial sex act during the period of time that the award
is in effect; or
iii. Use forced labor in the performance of the award or subawards under
the award.
2. The City, as the awarding agency may unilaterally terminate this award,
without penalty, if you or a subrecipient that is a private entity -
i. Is determined to have violated a prohibition in paragraph a.I of this
award term; or
ii. Has an employee who is determined by the agency official authorized
to terminate the award to have violated a prohibition in paragraph a.1 of
this award term through conduct that is either-
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A. Associated with performance under this award; or
B. Imputed to you or the subrecipient using the standards and
due process for imputing the conduct of an individual to an
organization that are provided in 2 CFR part 180, "OMB
Guidelines to Agencies on Governmentwide Debarment and
Suspension (Nonprocurement)," as implemented by IMLS at
2 CFR Chapter XXXI, part 3185.
b. Provision applicable to a recipient other than a private entity
The City, as awarding agency, may unilaterally terminate this award, without
penalty, if a subrecipient that is a private entity-
1. Is determined to have violated an applicable prohibition in paragraph a. l of
this award term; or
2. Has an employee who is determined by the agency official authorized to
terminate the award to have violated an applicable prohibition in paragraph a.1
of this award tern through conduct that is either-
i. Associated with performance under this award; or
ii. Imputed to the subrecipient using the standards and due process for
imputing the conduct of an individual to an organization that are provided
2 CFR part 180, "OMB Guidelines to Agencies on Govermmentwide
Debarment and Suspension (Nonprocurement)," as implemented by our
agency at 2 CFR part 3185.
c. Provisions applicable to any recipient
1. You must inform the City immediately of any information you receive from
any source alleging a violation of a prohibition in paragraph a.I of this award
term.
2. The City has the right to terminate unilaterally that is described in paragraph
a.2 orb of this section:
i. Implements section 106(g) of the Trafficking Victims Protection Act of
2000 ( "TVPA "), as amended (22 U.S.C. §7104(8)), and
ii. Is in addition to all other remedies for non - compliance that are available
to the City under this award.
3. You must include the requirements of paragraph a.I of this award tern in any
subaward you make to a private entity.
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D. Definitions
For purposes of this award term:
1. "Employee" means either:
i. An individual employed by you or a subrecipient who is engaged in the
performance of the project or program under this award; or
ii. Another person engaged in the performance of the project or program under
this award and not compensated by you including, but not limited to, a volunteer
or individual whose services are contributed by a third party as an in -kind
contribution toward cost sharing or matching requirements.
2. "Forced labor" means labor obtained by any of the following methods: the
recruitment, harboring, transportation, provision, or obtaining of a person for labor or
services, through the use of force, fraud, or coercion for the purpose of subjection to
involuntary servitude, peonage, debt bondage, or slavery.
3. "Private entity":
i, Means any entity other than a State, local government, Indian tribe, or foreign
public entity, as those terms are defined in 2 CFR 175.25.
ii. Includes:
A. A nonprofit organization, including any nonprofit institution of higher
education, hospital, or tribal organization other than one included in the
definition of Indian tribe at 2 CFR 175.25(b).
B. A for - profit organization.
4. "Severe forms of trafficking in persons," "commercial sex act," and "coercion" have
the meanings given at section 103 of the TVPA, as amended (22 U.S.C. §7102).
E. Federal Debt Status
The Consultant should not be delinquent in the repayment of any Federal debt.
F. Lobbying
The Consultant may not conduct political lobbying within the Federally- supported
project. In addition, the Consultant may not use Federal funds for lobbying specifically to obtain
awards, extensions, amendments, or other Federal actions. (31 U.S.C. §1352) Certain other
lobbying restrictions, such as the following, may also apply:
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Lobbying Activities (Applies to Applicants Requesting Funds in Excess of $100,000) (31
U.S.C. § 1352). The following provisions remain in effect for the award:
(a) No Federal appropriated funds may be paid, by or on behalf of the Consultant, to any
person for influencing or attempting to influence an officer or employee of an agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any Federal contract, the malting of any Federal grant, the
making of any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.
(b) If any funds other than Federal appropriated funds have been paid or will be paid to
any person (other than a regularly employed officer or employee of the applicant, as provided in
31 U.S.C. § 1 352) for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the Consultant shall complete and submit Standard Form LLL, "Disclosure of
Lobbying Activities," in accordance with its instructions.
(c) The Consultant shall require that the language of the certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts
under grants, loans, and cooperative agreements) and that all subrecipients shall certify and
disclose accordingly.
In addition, no IMLS grant funds shall be used to pay the salary or expenses of any grant
or contract recipient, or agent acting for such recipient, relating to any activity designed to
influence legislation or appropriations pending before the Congress or any State legislature. (P.L.
111 -117, Division D, Title V General Provisions, sec. 503(b)).
8. ASSIGNABILITY
None of the duties of, or work to be performed by, Consultant under this Agreement shall be
subcontracted or assigned to any agency, consultant, or person without the prior written consent of
City. Consultant must submit all subcontracts and other agreements that relate to this Agreement to
City. No subcontract or assignment shall terminate or alter the legal obligations of Consultant
pursuant to this Agreement.
9. TERMINATION
A. This Agreement may be terminated on thirty (30) days' written notice by either
party. In the event of such termination, Consultant shall only be entitled to reimbursement for
approved expenses incurred to the effective date of termination.
B. This Agreement may be suspended or terminated by City upon five (5) days' written
notice for violation by Consultant of Federal Laws governing the use of the IMLS grant funds. In
the event of such suspension or termination, Consultant shall only be entitled to reimbursement for
approved expenses incurred up to the effective date of suspension or termination.
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C. In the event Consultant defaults by failing to fulfill all or any of its obligations
hereunder, City may declare a default and temination of this Agreement by written notice to
Consultant, which default and termination shall be effective on a date stated in the notice which is to
be riot less than ten (10) days after certified mailing or personal service of such notice, unless such
default is cured before the effective date of termination stated in such notice. If tenninated for
cause, City shall be relieved of further liability or responsibility under this Agreement, or as a result
of the termination thereof, including the payment of money, except for payment for approved
expenses incurred for services satisfactorily and timely performed prior to the mailing or service of
the notice of termination, and except for reimbursement of (1) any payments made for services not
subsequently performed in a timely and satisfactory manner, and (2) costs incurred by City in
obtaining substitute performance.
10. VENUElJURISDICTION
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.
11. VALIDITY
The invalidity in whole or in part of any provision of this Agreement shall not void or affect
the validity of any other provision of this Agreement.
12. 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 facsimile 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, California 92702 -1988
Facsimile (714) 647 -6956
Copies to: Parks, Recreation and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M -23)
P.O. Box 1988
Santa Ana, California 92702
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Facsimile (714) 571 -4221
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647 -6515
To Consultant: Queens Public Library
Bridget - Quinn- Carey, Executive Vice President & CEO
Natalie Milbrodt, Digital Content & Strategy Coordinator
89 -11 Merrick Blvd.
Jamaica, NY 11432
Facsimile (718) 990 -0700
13. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indenmify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages
to Agency 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.
c. No delay or omission by either party hereto to exercise any right or power accruing
upon any noncompliance or default by the other party with respect to any of the terns of this
Agreement shall impair any such right or power or be construed to be a waiver thereof. A
waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be
performed by the other shall not be construed to be a waiver of ally succeeding breach thereof
or of any other covenant, condition or agreement herein contained.
[Signatures on following page]
10
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: Jam.. ! €-
Lisa Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Gerardo Monet
Executive Director
Parks, Recreation and
Community Services Agency
CITY OF SANTA ANA
David Cavazos
City Manager
CONSULTANT
QUEENS PUBLIC LIBRARY
By:
Bridget - Quinn -Carey
Executive Vice President & CEO
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EXHIBIT A
SCOPE OF WORK
Memories of Migration Partners
Queens Public Library (Consultant) will hire and train two Emerging Professional Fellows with
fluency in Mandarin and Cantonese to conduct forty (40) Memories of Migration community
events in the library's service area over a twelve month period. Consultant will record and
archive the experiences of immigrant populations for the Memories of Migration project.
Queens Library will focus on elderly immigrants from Taiwan, Hong Kong and Mainland China.
They will contribute the results from these events to the project website and collaborative
archive. The Fellows will translate the model elements included in the jumpkit for inclusion in
their programs. Queens Public Library will provide reports and evaluations as required by the
IMLS grant. For these deliverables, Consultant will receive $25,497.00. The largest portion of
the grant funds will provide salaries for the Fellows. Queens Library will provide $30,527.00 in
cost sharing as required by the budget approved by IMLS.
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