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CLERK OF COUNCIL N-2008-138
DATE: +o-)~}-08 AGREEMENT FOR THE PROVISION OF SUPPORT
U ~ ~'oI i c z C'~-~ SERVICES FOR THE GED TESTING PROGRAM
LOVE VYOW/~ `
~Virg~r~u- ~~ ~-~`'yJI'HIS AGREEMENT, made and entered into this 2nd day of September, 2008 by and
between the Orange County Superintendent of Schools, maintaining the Alternative and
Correctional Education Schools and Services (ACCESS), hereinafter "Educator", 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 (hereinafter "City"). Educator and City shall
collectively be referred to as the "Parties".
RECITALS
A. Educator wishes to provide GED testing for the benefit of adult inmates housed in
the Santa Ana Police Department Jail Facility, hereinafter referred to as "Jail".
B. Educator is specially trained, experienced and competent to conduct the GED
Testing Program, hereinafter referred to as "Program".
C. City is agreeable to allowing Educator access to inmates in order to administer the
Program.
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. DUTIES AND RESPONSIBILITIES
A. Educator shall perform the following duties and responsibilities with regard to
providing GED testing to inmates at the Santa Ana Jail Facility:
1. Administer GED testing to inmates housed in the Jail.
2. Provide GED testing materials, equipment and supplies necessary to
administer the GED testing.
3. Administer one (1) session of GED testing as needed, when a minimum often
new examinees desire to take the test, which shall consist of two (2)
consecutive days of testing from 8:30 a.m. through 2:30 p.m.
4. In addition to the ten new examinees, additional examinees that need to retake
any of the five tests may also be scheduled to test during the exam period.
5. Provide examinees' GED test scores within two (2) working days after they
have been received from the state GED office.
6. Examinees will be charged the following rates for the GED Testing:
Initial GED - 5 Sections $110.00
Retesting fees:
Test #1 - Writing Skills
Test #2 - Social Studies
Test #3 - Science
Test #4 - Reading Skills
Test #5 - Mathematics
$20.00
$20.00
$20.00
$20.00
$20.00
B. City shall perfonn the following duties and responsibilities:
1. Schedule the test administration with Nancy Rice, Educator's GED Examiner
2. Compensate Educator at the rate of$350.00 per ten hour/two day examine
period
3. Provide a secure testing room with adequate space and testing stations, i.e.,
desks, tables, chalkboard, clock or other means of displaying written
directions for Educator to conduct GED testing prior to each scheduled
testing.
4. Make certain that examinees arrive on time for each scheduled testing in order
for the testing to operate on schedule.
5. Assign one (1) detention officer to remain inside the testing room when the
GED testing is being administered, for safety purposes.
6. Provide and validate parking spaces for Educator's employees to conduct the
GED testing.
7. Provide lunches for examinees in the testing room.
8. Provide breaks when necessary for Educator's staff to use the restroom
facilities.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its
services, the rates and charges identified in Section 1, above. The total sum to be expended
under this Agreement shall not exceed $25,000.00, annually, during the tenn of this
Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work perfonned, subject to City accounting procedures. Payment need
not be made for work which fails to meet the standards ofperfonnance 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 tenninate on June
302009, unless tenninated earlier in accordance with Section 12, below. In an effort to
provide continuous service to the ACCESS Program, the parties agree that services provided
since July 1, 2008 shall be included within the Scope of Services of this Agreement. The
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term of this Agreement may be extended upon a writing executed by the Chief of Police and
the City Attorney.
4. INDEPENDENT CONTRACTOR
Educator 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 Educator performs the services which are the subject matter of this
Agreement; however, the services to be provided by Educator shall be provided in a manner
consistent with all applicable standards and regulations governing such services. Educator
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. PERSONNEL
Educator and City shall retain complete and absolute authority over their respective
staff members assigned to the Program. Neither party has the authority to discipline, suspend
or terminate from employment, or take action against the other party's officers, agents or
employees.
The Parties shall at times enforce appropriate discipline and good order among their
employees and shall not knowingly employ any unfit person or anyone not skilled in
providing the services required under this Agreement.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Educator shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Due to the nature of service provided, commercial general liability insurance is not
required.
b. Worker's Compensation Insurance. In accordance with the provisions of Section
3300 ofthe Labor Code, Educator, if Educator 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, Educator agrees to obtain
and maintain any employer's liability insurance with limits not less than $1,000,000 per
accident.
c. The following requirements apply to the insurance to be provided by Educator:
(i) Educator shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
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(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
canceled or reduced in coverage or changed in any other material
aspect without thirty days prior written notice to the City.
7. INDEMNIFICATION
a. Educator agrees to and shall indemnify, hold harmless and defend the City, its
officers, agents, employees and representatives from every claim or demand made and every
liability, loss, damage or expense, of any nature whatsoever, which may be incurred by
reason ofliability for (I) death or personal injury, (2) injury to, loss or theft of property, or
(3) any other loss, damage or expense arising out of (I) or (2) above, sustained by the
Educator or any person, firm or corporation employed by the Educator, either directly or by
independent contract, upon or in connection with the services called for in this Agreement,
however caused, but only in proportion to, and to the extent such liability, loss, damage or
expense is caused by, or results from, the negligent or intentional acts or omissions of
Educator, its officers, agents or employees.
b. City agrees to and shall indemnify, hold harmless and defend Educator, the Orange
County Board of Education and its officers, agents and employees from every claim or
demand made and every liability, loss, damage or expense, of any nature whatsoever, which
may be incurred by reason ofliability for (I) death or personal injury, (2) injury to, loss or
theft of property, or (3) any other loss, damage or expense arising out of (I) or (2) above,
sustained by the City or any person, firm or corporation employed by the City, either directly
or by independent contract, upon or in connection with the services called for in this
Agreement, however caused, but only in proportion to, and to the extent such liability, loss,
damage or expense is caused by, or results from, the negligent or intentional acts or
omissions of City, its officers, agents, employees or representatives.
c. Neither party hereto may assert against the other party any claim in connection
with this Agreement unless the asserting party has given the other party written notice of the
claim within six (6) months after the asserting party first knew or should have known of the
facts giving rise to such claim.
8. EMERGENCIES
Any emergency situation affecting the welfare of Educator's employees or the
examinees, including but not limited to riot, fire, flood and natural disaster, shall be
immediately communicated between the Parties.
9. CONFIDENTIALITY
Educator and City shall maintain confidentiality of their respective records and
information, concerning the examinees served pursuant to all applicable federal and/or state
laws or regulations as each may exist or be hereafter amended or enacted.
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10. CONFLICT OF INTEREST CLAUSE
Educator 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. 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 telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
To Educator:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile 714/647-6956
Orange County Department of Education
200 Kalmus Drive
P.O. Box 9050
Costa Mesa, California 92628-9050
telefacsimile 7411662-3570
Attn: Susie Kegel
With courtesy copies to:
Chief of Police
City of Santa Ana
60 Civic Center Plaza (M-97)
P.O. Box 1981
Santa Ana, California 92702
telefacsimile 714/245-8007
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
A party may change its address by giving notice in writing to the other party. If sent
by mail, communication shall be effective or deemed to have been given three (3) days after
it has been deposited in the United States mail, duly registered or certified, with postage
prepaid, and addressed as set forth above. If sent by telefacsimile, 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.
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12. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City
and Educator, 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
Educator. 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 Educator nor the City. Each party to this Agreement acknowledges that
no representations, inducements, promises or agreements, orally or otherwise, have been
made by any party, or anyone acting on behalf of any party, which are not embodied herein.
13. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of
Educator, Educator 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
Educators retained by City.
14. TERMINATION
This Agreement may be terminated by either Party upon thirty days written notice of
termination delivered to the other party.
15. DISCRIMINATION
Educator shall not discriminate because ofrace, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and
prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,
termination or other employment related activities. Educator affirms that it is an equal
opportunity employer and shall comply with all applicable federal, state and local laws and
regulations.
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.
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176. PROFESSIONAL LICENSES
Educator 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. Educator shall notify
the City immediately and in writing of her inability to obtain or maintain such permits,
licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of
this Agreement.
18. 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 City fully, including reasonable costs and attorney's fees, for any injuries or
damages to City in the event that such authority or power is not, in fact, held by the signatory or
is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
~-
PATRICIA E. HEAL
Clerk of the Council
CITY OF SANTA ANA
t~AJttr
City Manager
APPROVED AS TO FORM:
ORANGE COUNTY
SUPERINTENDENT OF SCHOOLS
JOSEPH W. FLETCHER
City Attorney
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By: ~J~' ~
Laura S ee y
Assistant City Attorney
LIlJ'tJAtj
(name) Patricia McCaughey
(title) Coordinator
Tax 10# 95-6000943
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ORANGE COUNTY DEPARTMENT OF EDUCATION
CONTRACTS UNIT
BUSINESS DMSION
200 Kalmus Drive, P. O. Box 9050
Costa Mesa, Califoruia 92628-9050
WILLIAM M. HABERMEHL
County Superintendent of Schools
September 24, 2008
City of Santa Ana
Attn: Edmundo Martinez
20 Civic Center Plaza (M-30)
Santa Ana, California 92702- I 988
Re: Agreement for the Provision of Support Services
For the OED Testing Program, Agreement #33727
Dear Edmundo Martinez:
1.
Sign and return all of the enclosed Agreements. Please comolete all of the information
on the signature oage. A fully executed Agreement will be mailed to your attention.
2.
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Please sign the enclosed Agreements and return one (I) executed Agreement to my
attention at the above address.
3.
The executed Agreement is enclosed for your files.
4. ~ Certificate ofInsurance:
Certificate of Insurance required pursuant to the Insurance section of the
Agreement.
~ Orange County Superintendent of Schools' Certificate of Insurance will be
mailed under separate cover.
Kristin Lange, Administrative Technician
Phone: (714) 966-4146 Fax: (714) 549-4807
2009/01/28 15:36:46
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ORANGE COUNTY DEPARTMENT OF EDUCATION
Risk Management Office
Human Re"olll'ces and SUPJlort SerVices Division
2910 Redhill Avenue, Suite 200
Costa Mesa, CA 92626
(714) 327.1043 FAX (714) 5494812
~\ll1AM M. HABERMe1L
Gaunty SuPerimendtnf ClfSdlolt$
September 25. 2008
City of Santa Ana
20 Civic Center Plaza (M-30)
Santa Ana, CA 92702-1988
Attn; Edmundo Martinez
RE: GED Testing in Santa Ana Police Dept. Jail Facility, Agreement #3372.7
Dear Mr, Martinez:
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A request has been made py the City of Santa Ana for verification of Workers'
Compensation coverage.
The Orange County Superintendent of Schools is self-insured for the Workers'
Compensation coverage through the Western Orange County Self-Funded
Workers' Compensation Agency, a Joint Powers Authority (JP A). Our self-
insured certificate number is 4-5532-17-129.
The JPA's reter:tion level is $500,000. and excess coverage is purchased through
ACE American Insurance Company.
If you are in need of further details or have any questions, please feel free to
contact me at (714) 32-7-1044-
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Arlene Ito, Coordinator
Risk Management
APPROVED AS TO FORM
~~t:S;~
Assistant City Attorney
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ORANGE COUNTY DEPARTMENT OF EDUCATION
Risk Management Office
Human Resources and Support Services Division
2910 Redhlll Avenue, Suite 200
Costa Mesa, CA 92626
(714) 327-1043 FAx (714) 549-4812
WILLIAM M. HABEllMEHL
c.umy Sup<rtn~nd'nt III Schools
September 25, 2008
City of Santa Ana
20 Civic Center Plaza (M-30)
Santa Ana, CA 92702-1988
Attn: Edmundo Martinez
RE: GED Testing in Santa Ana Police Dept. Jail Facility, Agreement #33727
Dear Mr. Martinez:
A request has been made by the City of Santa Ana for verification of Workers'
Compensation coverage.
The Orange County Superintendent of Schools is self-insured for the Workers'
Compensation coverage through the Western Orange County Self-Funded
Workers' Compensation Agency, a Joint Powers Authority (JPA). Our self-
insured certificate number is 4-5532-17-129.
The JPA's retention level is $500,000, and excess coverage is purchased through
ACE American Insurance Company.
If you are in need of further details or have any questions; please feel free to
contact me at (714) 327-1044.
~JlD
Arlene Ito, Coordinator
Risk Management
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ORANGE COUNTY_DEPARTMENT OF EDUCATION
WILLIAM M. HABERMEHL
County Superintendent of Schools
June 10, 2oog
City of Santa ~ na
20 Civic Cent~`~ I'la5:a (M-3o)
Santa Ana, CA 92702-1988
Attn: Virginia O'Leary
Risk Management Office
Human Resources and Support Services Division
2910 Redhill Avenue, Suite 200 c-a"?,
r°n., .. <...
Costa Mesa, CA 92626 ~~ ~' ...,
(714) 327-1043 FAX (714) 549-4812 -
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RE: GED Testing in Santa Ana Police Dept. Jail Facility, Agreement #33727
Dear Ms. O'Leary:
A request has been made by the City of Santa Ana for verification of Workers'
Compensation coverage.
The Orange County Superintendent of Schools is self-insured for the Workers'
Compensation coverage through the Western Orange County Self-Funded
Workers' Compensation Agency, a Joint Powers Authority (JPA). Our self-
insured certificate number is 4-5532-17-129•
The JPA's retention level is $500,000, and excess coverage is purchased through
ACE American Insurance Company.
If you are in need of further details or have any questions, please feel free to
contact me at (714) 327-1044•
Sincerely,
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Arlene Ito, Coordinator
Risk Management
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