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HomeMy WebLinkAboutREGENTS OF THE UNIVERSITY OF CALIFONIA,THECity of Santa Ana r Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (,M-30). Call 647-1520 if you have any questions. The agreement with 1 No. N-2022-356 was completed on (List all amendments. Use space below if needed.) Department: LA A COTC Office Use Onl . �3 City of Santa Ana, JAIL 1.1 2024 City Claret's Cf e �Ql�lfo *q COMPY's) (Irvine i:lagreernents*rmsltorm - agreement termination form_goldenrod.doc and final payment has been made. Phone/Ext.: Signature: i Date: INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: NOV 2 9 2022 N-2022-356 AGREEMENT WITH THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR PROFESSIONAL DEVELOPMENT SERVICES AT THE CITY OF SANTA ANA p: Lioogry (E• SepvlvedA)(n)*k LIBRARY � THIS AGREEMENT is made and entered into on this � d _IQay ofNOV- 201Zby and between The Regents of the University of California on behalf of its Irvine Campus ("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 a Consultant having special skill and knowledge in the field of professional development. 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 Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed Six Thousand, Four Hundred Four Dollars and Zero Cents ($6,404). b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. c. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 1 of 8 #19793v3 RINEW11D17h1 This Agreement shall commence on January 1, 2023 and terminate on July 31, 2023, with the option for the City to grant up to two (2) one -,year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, each Party shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a Page 2 of 8 #19793v3 general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Broader Coverage: if either Party maintains broader coverage and/or higher limits than the minimums shown above, the other Party requires and shall be entitled to the broader coverage and/or the higher limits maintained. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the injured Party. b. Other Insurance Provisions Additional Insured Status: the City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 2010 1185 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Primary Coverage: for any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 O1 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: each insurance policy required above shall provide that coverage shall not be canceled, except with notice to each Party. 4. Self -Insured Retentions: self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Page 3 of 8 #19793v3 The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City. 5. Claims Made Policies: i. The retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 6. Acceptability of Insurers: Insurance(to include Self -Insurance) is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Verification of Coverage: Contractor shall furnish the City with Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. 8. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Each party agrees to defend, and shall indemnify and hold harmless the other Party, its officers, agents, employees, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise out of the performance 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 but only in proportion to and to the extent such liability, loss, expense, Page 4 of 8 #19793v3 attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the indemnifying party, its officers, agents, special counsel, representatives, or employees. E:�.1DroW89 is 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. 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 importance, but in no event less than reasonable care. "Confidential Information" shall be clearly marked "Confidential Information." Confidential information includes not only written information, but also information transferred orally and reduced to writing, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, Page 5 of 8 #19793v3 promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 14. TERMINATION This Agreement may be terminated by either Party upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 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 shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or Page 6 of 8 #19793v3 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. 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: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Library Services Director City of Santa Ana 26 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Melissa Shan 6210 Donald Bren Hall Irvine, CA 92697-3425 melissak(&uci.edu A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, Page 7 of 8 #19793v3 N-2022-356 communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement C. 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: (r+ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Brandon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Brian Sternberg Executive Director Library Services Agency #19793v3 CITY OF SANTA ANA Kn�dge City Manager CONSULTANT: (- L 9644-&M, Erika Blossom Senior Ancillary Agreements Officer Page 8 of 8 EXHIBIT A SCOPE OF SERVICES EXHIBIT "A" Santa Ana Public Library/University of California -Irvine: Professional Development Series Scope of Work Year One: January 1, 2023 - July 31, 2023 The purpose of this document is to propose a scope of work which doctoral students under Dr. Kylie Peppier and/or Dr. Andres Bustamante will complete for the Santa Ana Library System. Length of Time The proposed term of the project is three years, with contracts created and renewed in one year intervals. The first contract would range from January 1, 2023-July 31, 2023, with the option to renew for two 1-year terms. Renewals will be processed 30 days prior to the contract termination and will include the workshop schedule for the upcoming year. Types of Work The proposed contract would establish a one to three-year relationship between UC-Irvine and the Santa Ana Public Library, (Department of the City of Santa Ana) of during which time the parties involved would undertake activities meant to improve programming and access for library patrons. These activities include: • Professional Development (PD) o In response to areas of interest or value, a Graduate Student Researcher (GSR) under Dr. Peppier's and/or Dr. Bustamante's will co -design and implement professional development for library staff. There may also be an opportunity to explore including certain community educators in this training as well. o We propose to budget for around 1 month of 100% FTE GSR effort annually toward professional development workshops, including time for planning, leading PD workshops, and follow-up communications. o Topics for professional development could include: E-textiles, robotics, AR/VR, maker -based teaching and learning, promoting community workshops + conversations and/or other topics aligned with expertise and needs of the libraries. Deliverables These activities will produce the following deliverables: • Professional Development o UCI staff and faculty agree to design and implement professional development as requested by the Santa Ana Public Library during the contracted period. These professional development opportunities will be in two hour sessions per the Library's request. UCI will put together a resource list for each workshop. The Santa Ana Public Library will be responsible for coordinating schedules and attendance of staff, potential educators, and purchasing materials. The Santa Ana Public Library will be responsible for providing supplies and materials for workshops. o Deliverables include: Design and resulting implementation of professional development for librarians and potential area educators, summary of next steps to increase capacity of library staff. The year one PD sequence will focus on designing toward Connected Learning (Ito et al., 2013). inected Learning After participating in these workshops, library staff will be able to: • Understand and apply connected learning principles to library programming (group, face- to-face, online); • Design programs and activities based on student interests in their area (e.g., YA, children, families); • Evaluate the effectiveness of their programs per a connected learning model Note: The library has requested that workshops occur on a bi-monthly schedule as listed below. Schedule is subject to change. Events/deliverables Timeline Participants Budget (All PD workshops will be 2 hours) (All dates are (one month GSR FTE is approx. 20 tentative and days, workshop supplies not subject to included) change) PD #1: Kick off workshop Feb. 9, 2023, Librarians and Communication and prep 10am-12pm library staff for session: 2 days Topic. Connected Learning and - Day of travel, set up, Constructivism in Libraries session, clean up: 1 day Assessment (participant Objectives: survey analysis): 1 day The first PD session will bean overview of Connected Learning and Constructivism with hands on expiration of making tools. Impact toward additional stakeholders: Planning team will prioritize topics that build staff capacity toward community offerings. PD #2 March 9, 2023 Librarians and - Communication and prep 10am-12pm library staff for session: 2 days Topic: Designing toward youth - Day of travel, set up, interests session, clean up: 1 day - Assessment (participant Objectives: survey analysis): 1 day The second session will focus on centering youth interests in designing library activities PD #3 April 13, Librarians and - Communication and prep 2023, library staff for session: 2 days Topic: Relationships and networks 10am-12pm - Day of travel, set up, session, clean up: 1 day Objectives:. The third PD session - Assessment (participant wili focus on centering survey analysis): 1 day relationships and networks in designing library activities. PD #4 May 11, 2023, Librarians and Communication and prep 10am-12pm library staff for session: 2 days Topic: Opportunities - Day of travel, set up, session, clean up: 1 day Objectives: The fourth PD session - Assessment (participant will focus on designing library survey analysis): 1 day activities and programs that connect youth to academic, civic, and/or career opportunities. PD #5 June 8, 2023, Librarians and - Communication and prep 10am-12pm library staff for session: 2 days Topic: Assessing library programs - Day of travel, set up, using a connected learning session, clean up: 1 day framework - Assessment (participant survey analysis): 1 day Objectives: The final PO session will focus on assessing library programs and activities based on a connected learning model. May or June, Librarians and - Communication and prep Final meeting for review, establish 2023 library staff for session: 2 days objectives for the next year. - Day of travel, set up, session, clean up: 1 day Note: Plan subject to change based on feedback from library staff. j o 0 o c n n v v N 3 C o m y C C y 7 N y 3 (n In N d T Cp N Z Z Z C 3 h 1 d d T— 0 m o -0 3 -'mo O J W- a m o m e m n c$ d Ip Z 3 w o i N � N c o m - m N N N d N w v d N N N m A N w w W a � w Q)t0 NO m N N W m j m N O W p m W O) O O Oo m w V O O 0 V T N N mmm\ - NO O 000 m mmm^' 0 00 O OOO �9��" boo o eva T N r�o N N W a D W W 000 J O O O o ao i N d O 9999 000 O 000 T N n n O a A wb wV O OOOo O n O m m m N O O O.O 60 bb bioi3 0 0 O��O N 3 3 J S _ N d F 0oo.'m°. m to N N N c N to N A O W W W N N N N W o m w w w w w o 0 o w A V J V V N N 0 0 0 N 0 0 0 0 N N 0 0 0 0 V W m N N N N a N N N m O O O O N N N N N A O N W W W cc 0 0 0 W 0 0 0 0 m W O O O O � V W V m m of w w w to tD 0o A to N w N W W 0 0 0 V n 3 C V N A A A A A A d A O A A A A A m W woo 0 0 Ww 0 0 J O O O O V V 0000 NOTICE OF COMPLIANCE CITY . "A ,AM I1111RI T I'III I IPi 1111AGE ,CND INCLUDE Ck I 111 1AGREEMENTTOT111IE CLERK CSC 111I➢C COUNCIL Contractor The Regents of the University of California Name: Project N-2022-356 Number: Project Agreement With The Regents Of The University Of California Name: For Professional Development Services At The City Of Santa Ana Library The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NUMBER DATE NAME uc- AUTOMOBILE LIABILITY SELFINSURED 07/01/2023 06/15/2022 ;certificate-of- insurance- .............. 2022.pdf. uc- GENERAL LIABILITY SELFINSURED 07/01/2023 06/15/2022 =certificate-of- insurance- 2022.pdf uc- WORKERS COMPENSATION AND certificate -of - EMPLOYERS' LIABILITY SELFINSURED 07/01/2023 06/15/2022 insurance- 2022.pdf NOTICE OF COMPLIANCE MY w M U U U U U°°IHS PAGE AND MLUDE GNU U FII AGREEMEM M UFIE CLERK OF U U IIIC COMM Contractor The Regents of the University of California Name: Project N-2022-356 Number: Project Agreement With The Regents Of The University Of California Name: For Professional Development Services At The City Of Santa Ana Library The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coveraae(s) are: TYPE OF INSURANCE AUTOMOBILE LIABILITY GENERAL LIABILITY WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 7/17/2023 7:58 PM POLICY EXPIRATION COI DATE NUMBER DATE SELFINSURED 07/01/2024 07/17/2023 SELFINSURED 07/01/2024 07/17/2023 SELFINSURED 07/01/2024 07/17/2023 FILE NAME UC Generic Cert of Self -Ins 2023-2024.pdf UC Generic Cert of Self -Ins 2023-2024.pdf UC Generic Cert of Self -Ins 2023-2024.pdf