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HomeMy WebLinkAboutORANGE COUNTY, INC. DBA NEIGHBORWORKS ORANGE COUNTYIMSU WiC.E NnT HEi)!jfpr-l) WU% HAY MOCEc"i) CCtPIK OF COUNCIL. ?e(,% Ovlti cvevaA 'u„ Uvs.j 4 2020 CONSULTANT AGREEMENT CITY OF SANTA ANA N-2020-013 THIS AGREEMENT is made and entered into on this loth day November, 2019 by and between Neighborhood Housing Services of Orange County, Inc. dba NeighborWorks Orange County, a California Domestic Non -Profit ("Consultant"), and the City of Santa Ana, a chartercity and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing financial literacy education classes to the public. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Consultant's Obligations: l ) Consultant shall conduct financial literacy education classes free of charge for the public as set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. Specifically, classes will be held every Tuesday from 6:30 p.m. to 8:30 p.m. from January 7, 2020 to February 25, 2020, at the City's Main Library and 2) Consultant and any employees or volunteers conducting the classes pursuant to this Agreement agree to sign a waiver and assumption of liability form provided by the City. b. City's Obligations: 1) City will advertise the classes in any manner or mode that it determines appropriate; and 2) City will provide space at the City's Main Library for the classes to be conducted. Page I of 7 acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the 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 party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. This paragraph will survive termination of this Agreement. 7. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. This paragraph will survive termination of this Agreement 8. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. This paragraph will survive termination of this Agreement 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like Page 3 of 7 14. TERMINATION This Agreement may be terminated by the City upon five (5) days written notice of termination. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shalt be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. This paragraph will survive termination of this Agreement 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 5 of 7 b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: It usy omez, CMCClerk of the Council ► "��� APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Jam. A. Pws,s � Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Ireterervr Executive Director (J Library Services Agency CITY OF SA14TA ANA Kristine City Manager CONSULTANT: Hele,VO'Sullivan President & CEO Page 7 of 7 Exhibit A SCOPE OF SERVICES VENDOR INFORMATION: NeighborWorks Orange County 128 E. Karelia Ave. Ste. 200 Orange, CA 92867 (714)408-9333 EVENT: Presentation of financial literacy education classes for adults. LOCATION: Santa Ana Public Library, 26 Civic Center Plaza, Santa Ana, CA 92701. TERM: Tuesday, January 7, 2020 through Tuesday, February 25, 2020 From 6:30 p.m. to 8:00 p.m. COMPENSATION: None. Free Classes DESCRIPTION: NeighborWorks Orange County will be providing the following free financial literacy classes at the Santa Ana Public Library. January 7: Banking: Introduce the role of a financial institution, understanding financial products and services. January 14: Holiday Budgeting: Preparing a realistic holiday budget ideal for the household. January 21: Budgeting: Understanding the importance of preparing and maintaining a spending plan. January 28: Credit: Understanding the difference of a credit, a credit score and credit report. February 4: Home Buying 101: Ideal for families or individuals thinking about purchasing a home. ,February 11: Identity Theft: Preventing identity theft, understanding how to file an identity theft report. February 18: Optimizing Financial Resources: Encourages consumers to optimize financial technology. February 25: Understanding EITC: Providing an overview of the Earned Income Tax Credit. The City will be responsible for setting up the space for the patrons attending and advertising the program. The City will also provide a projector and laptop for the presenter to show any slide presentation for the class. City staff will present at all times during the classes.