HomeMy WebLinkAboutCOAST COMMUNITY COLLEGE DISTRICT IIVSI.IRANCE NOT REQUIRED Return FULLY FXFCUTED A_2025-147
�� lilt MPy PROCEED Copy to City Clerk, M-30
UTY CLERK
DATE: S E P 2 2 2025
D,CD q(i) COAST COMMUNITY COLLEGE DISTRICT
De-borak!;anchez 070 INDEPENDENT CONTRACTOR AGREEMENT
(SHORT FORM
This Independent Contractor Agreement ("Agreement") between Coast Community College District, a
public educational agency ("District") and City of Santa Ana Workforce Development Board ("Independent
Contractor") shall be effective upon the execution date of Independent Contractor and District, whichever shall
later occur. District and Independent Contractor are referred to herein individually as "Party" and collectively
as"Parties."
WF EREAS, District desires to obtain special services for development of high-impact practices to support regional
advisories,outreach to clients and employers on using OC Works,and cross-training an career placement with college career centers and as further
e
described in "Attachment I" attached hereto. The services listed herein and in Attachment 1 are referred to
herein as "Services."
WFMREAS,Independent Contractor warrants and represents to District that Independent Contractor has
the experience, expertise, and resources to successfully and effectively perform the Services as required by
District and will provide the Services timely and in conformance with the laws of the State of California,
NOW,WHEREFORE,the Parties agree as follows:
ARTICLE I INDEPENDENT CONTRACTOR'S SERVICES AND RESPONSIBILITIES.
1. Independent Contractor shall timely and competently provide those Services set forth herein and
in"Attachment 1"to this Agreement.
2. Independent Contractor covenants with District to furnish the necessary professional skill and
judgment in accordance with the level of care and skill exercised by members of the profession or occupation
currently practicing under similar conditions and in similar locations. Independent Contractor shall use its best
professional efforts to complete the Services in an expeditious and economical manner consistent with the
interests and goals of District. Independent Contractor agrees it shall take all special precautions necessary to
protect the independent Contractor's employees, District's employees, and members of the public from risk of
harm arising out Independent Contractor's performance of the Services.
3. Independent Contractor shall hold and maintain during the term of this Agreement all applicable
licenses, permits, and certificates necessary for the performance of Services under the Agreement and comply
with all applicable federal, state, and local laws, statutes, regulations, rules, and ordinances, as well as District
policies and procedures in the performance of the Services under this Agreement.
4. Independent Contractor shall fully complete the Internal Revenue Service W-9 Form or other
required reporting form. This form shall be attached to this Agreement as"Attachment 2".
5. Independent Contractor consents to District's use of Independent Contractor's name in
conjunction with the sale, use, performance, and distribution of the matters,for any purpose and in any medium.
6. The Services performed hereunder are work made for hire and District shall own, in perpetuity
and worldwide, all rights to and flowing from the work, including any work product, performed under this
Agreement. Independent Contractor assigns to District any and all rights Independent Contractor could have,
may have, or does have, in the work and/or the work product performed under this Agreement, and District shall
have all right, title, and interest in said matters, including the right to secure and maintain the copyright,
trademark, and/or patent of said matters in the name of the District. Independent Contactor consents to the use
1RV 94845-20864515 v2 02-2015 1
of Independent Contractor's name in conjunction with the sale, use, performance, and distribution of said
matters,for any purpose and in any medium. Initial if applicable( ).
ARTICLE II COMPENSATION
1. District agrees to pay the Independent Contractor for Services satisfactorily rendered pursuant
to this Agreement a total fee not to exceed$50,000 . District shall pay Independent
Contractor pursuant to the following schedule or basis of compensation: two Invoices of$25,000 each,the first on
September 18 2026,and the second on May 15,2026.Payment based on approved Invoice will be paid net 30 upon completion of dellverables.
All travel expenses are included In the total amount.
District shall not be liable to Independent Contractor for any costs or expenses paid or incurred by Independent
Contractor in performing Services for District,except as follows:
ARTICLE III TERM,TERMINATION
l. This Agreement shall commence on the effective date, with Independent Contractor's Services
to commence on or about date signed by the Chancellor . All Services shall be completed by no later than
June 30,2026 at which time this Agreement shall expire, unless extended or modified by
mutual written consent and ratification of District's governing board.
2. District may, at any time, with or without reason, terminate this Agreement and compensate
Independent Contractor only for Services satisfactorily rendered to the date of termination. Written notice by
District shall be sufficient to stop further performance of Service by Independent Contractor. Notice shall be
deemed.given when received by the Independent Contractor, or no later than three days after the day of mailing,
whichever occurs first.
3. Upon termination of this Agreement for any reason(other than full and satisfactory completion
of Services) Independent Contractor shall not be entitled to any unearned fees or costs and shall be liable for
damages suffered by District due To Independent Contractor's failure to perform pursuant to this Agreement.
Upon such termination, District shall have no continuing obligation to make any payments to Independent
Contractor under this Agreement.
ARTICLE IV INDEMNITY AND INSURANCE
1. Independent Contractor agrees to indemnify and hold harmless District, its trustees, officers,
agents, and employees from and against all'damages, liabilities, and costs, in law or in equity, including
attorneys' fees and costs, and other legal expenses, including litigation expenses, in any way related to any
actions or inaction of Independent Contractor or of any Officer, director, agent, or employee of Independent
Contractor. Independent Contractor shall indemnify, and hold harmless District, its trustees, agents, and
employees from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity,
including, without limitation, attorneys' fees, and other Iegal expenses, including Iitigation expenses,that may at
any time arise for any infringement (or alleged infringement) of any patent, copyright,trade secret, trade name,
trademark,or any other proprietary right of any person or entity in any way related to this Agreement.
2. District may require Independent Contractor to provide District with evidence of Insurance in
the form of an Insurance Certificate and an Endorsement,with both documents naming the District, its Board of
Trustees, employees, and agents as additional insureds. The coverage amounts of such insurance, if necessary,
are identified as"Attachment 3"and are incorporated as a requirement of this Agreement.
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ARTICLE V INDEPENDENT CONTRACTOR
1. Independent Contractor, in the performance of this Agreement, will determine the method,
details, and means of performing the Services, and will, at Independent Contractor's own expense, supply all
labor, tools, materials, equipment, supplies, and items necessary to perform the Services. Independent
Contractor has no authority to bind District. Independent Contractor understands and agrees that Independent
Contractor, and all of Independent Contractor's employees and agents, shall not be considered officers,
employees, or agents of District, and are not entitled to benefits of any kind or nature normally provided to
employees of District or to which District's employees are normally entitled. Independent Contractor assumes
the full responsibility for the acts and omissions of its employees and agents. Independent Contractor shall
assume full responsibility for payment of all federal, state, and local taxes or contributions, with respect to
Independent Contractor and its employees and agents.
ARTICLE VI MISCELLANEOUS PROVISIONS
1. An inducement to District for entering into this Agreement is the professional reputation and
competence of Independent Contractor and its employees. Neither this Agreement,nor any interest therein,may
be assigned by Independent Contractor without the prior written consent of District, which consent may be
withheld in District's sole discretion.
2. This Agreement represents the entire and integrated Agreement between District and
Independent Contractor and supersedes ail prior negotiations, representations, or Agreements, either written or
oral. This Agreement may be amended only by written instrument signed by both. District and Independent
Contractor.
3. Nothing contained in this Agreement shall create a contractual relationship with or a cause of
action in favor of a third party against District.
4. Time is of the essence for this Agreement.
5. District shall not be liable for any special, indirect, exemplary, punitive, consequential, or
incidental damages, including, without limitation, lost revenues, anticipated revenues, or profits relating to the
same arising from any claim relating directly or indirectly to this Agreement whether a claim for such damages
is based on warranty,contract, or tort even if the Parties are advised of the likelihood or possibility of the same.
6. Independent Contractor, if an employee of another public agency, agrees that Independent
Contractor will not receive salary or remuneration, other than vacation pay, as an employee of another public
agency for the actual time in which Services are actually being peiTonned pursuant to this Agreement,
7. Independent Contractor is required to adhere to the requirements of California Labor Code
Section 1725.5 (DIR Contractor Registration) as a prerequisite to any work being performed under this
Agreement,when applicable. Independent Contractor shall adhere to the requirements of California Labor Code
Sections 1771 through 1776, and to California Education Code Section 81704, when the services performed by
Independent Contractor require compliance with these Sections. Independent Contractor acknowledges that it
shall register,if required,with the California Department of Industrial Relations(D1R)by utilizing DIR's on-line
application registry link located at:
http://www.dir.ca.gov/PublieWorks/PublieWorlcs.html
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EXHIBIT 1
CONTRACTOR understands that public works, for DIR registration purposes, refers to "construction,
alteration, demolition and installation, or repair work (including maintenance) performed under a contract
utilizing public funds that exceeds$1,000.00, as further defined by the DIR.
8. The failure of District or Independent Contractor to seek redress for violation of, or to insist
upon, the strict performance of any terns or condition of this Agreement shall not be deemed a waiver by that
Party of such term or condition, or prevent a subsequent similar act from again constituting a violation of such
term or condition.
9. In the event of any dispute, arbitration, or litigation between the Parties arising out of or relating
in any manner to this Agreement, including the necessity of either Party to defend any action which has been
covered hereby or to prosecute any action to enforce this Agreement, the losing Party shall pay all reasonable
costs and expenses including reasonable attorneys' fees of the prevailing Party and any judgment, decision, or
award rendered against either of the Parties may specifically include such reasonable costs, expenses, and
attorneys' fees of the prevailing Party.
10. District shall have the right to conduct periodic audits of Independent Contractor's performance
of services or scope of work under this Agreement. District shall provide Independent Contractor with no less
than five days prior notice of District's intent to audit. Independent Contractor shall fully and promptly provide
documentation to District relating to Independent Contractor's services or scope of work under this Agreement.
11. Any notice or communication required or permitted to be given hereunder or by law shall be in
writing and served personally,delivered by courier, or sent by United States certified mail, postage prepaid with
return receipt requested, addressed to the other Party as follows:
To District: To Independent Contractor
(College) Attn: Alvaro Nuflez
Attn: Vice President,Admin Services Address:801 W.civic Center Drive,suite 200
Santa Ana,CA 92701
Costa Mesa,CA 92626 ,CA
Any such notices personally served or delivered by currier shall be effective when received. All notices
sent by certified mail shall be effective forty-eight hours after being deposited in the U.S.mail. Each Party shall
make a reasonable, good faith effort to ensure that it will accept or receive notices that are given in accordance
with this paragraph. A Party may change its address for purposes of this paragraph by giving the other Party
written notice of a new address in the manner set forth above.
District Independent Contractor
See attached signature page
Chancellor,or President,Board of Trustees [Name] Alvaro Nunez
[Title] City Manager
Soc. Sec.No./Federal ID No. q'CJ — (O 000'�+85
Dated: Dated:
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ATTEST: "rt CITY OF S,)5NTA ANA
enni er L. all Alvaro Nunez
City Cler City Manager
APPROVED AS TO FORNI:
SONIA R. CARVALHO RECOMMENDED FOR APPROVAL:
City Attorney
BY.g4(tu
Andrea Garcia-Miller Michael L. Garcia
Assistant City Attorney Executive Director
Community Development Agency
#39879Dvl
Attachment 1. Services
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Company Name: Coast Community College Company Name:
District City of Santa Ana Workforce Development
Board
Primary Contact: Stephanie Feger Primary Contact: Deborah Sanchez
Address: 1370 Adams Avenue Address: 801 W. Civic Center Drive, Suite
200. Santa Ana, CA 92701
Costa Mesa, CA 92626
Phone number. (714)438-4834 Phone number: (714)565-2621
Email: sfeger@cccd.edu Email: DSanchez@sctntcl--ctno.org
'ce
Services Expiration Date: Tune 30, 2026
I. DESCRIPTION OF SERVICES
The regional Strong Workforce Program(SWP)Transforming Intermediary Partnerships for
Student Success project will address barriers that employers face in addressing workforce needs
with community colleges and job centers including lack of clarity regarding who to contact and
where to start and lack of familiarity with the current resources, skills, and level of preparedness
of students and job seekers. The project will convene college, workforce, and industry partners to
address key objectives focused on employer outreach and professional development components.
Partners include the Orange County Workforce Development Boards, Anaheim, Santa Ana, and
OC Worldorce Solutions, who will work with Orange County community colleges to achieve
these objectives.
Three key objectives will guide this work, including: 1) Systems Building to provide expand
regional industry advisories to prioritize Knowledge, Skills, and Abilities(KSAs)using the
Attachment 1, Page 1 of 3
Building Industry Leadership Teams (BILT)model and align this model with workforce
employer advisory groups that gather input from industry; 2) Business/Client Services that build,
leverage, and sustain high-impact practices for messaging and outreach to employers, and in
coordinating regional career events; and 3)Resources and Training to promote shared
understanding of workforce and education systems using the online OC Works hub and career
services tools.
The City of Santa Ana Workforce Development Board shall perform the following services:
1. Systems Building
a) Support development of regional advisory process. Identify subject matter experts
to participate in regional advisories and assist in facilitating Building Industry
Leadership Teams(BILT)process to validate in-demand knowledge and skills for
Orange County students and job seekers.
b) Develop shared approaches and resources for regional advisories including access
to relevant labor market information,industry trends data, and feedback from
employer roundtables.
2. Business and Client Services Support
a) Collaborate on sector strategies and align resources needed to jointly support
community college and workforce employer outreach. This will include working
with community college Talent Development Retention Directors(TDRDs), and
employer engagement specialists to develop best practices for career services and
job events.
b) Coordinate joint local in-person meetings and web events to expand the number
of employers listed on the OC Works map of employers.
3. Resources and Training
a) Develop requirements and user stories on effectively using OC Works resources
to guide students,job seekers, and coaches/college career services in navigating
regional industry sectors, skills and certifications, and employment opportunities.
b) Organize workforce initiatives including joint training for counseling and career
services teams on using labor market information and case management.
4. Communication,Planning and Development Meetings
The project team will collaborate through online meetings,design documents, emails,
and calls to develop the agendas and trainings. In addition,Workforce Development
partners will assist in reporting,planning data collection and evaluation activities for
regional meetings.
Attachment 1. Page 2 of 3
II. DELIVERABLES AND TIMELINE
I. Systems Building Regional Advisory Partnerships August 2025-June 2026
Deliverables include two representatives from each Workforce Center completing a
B1LT training, and assisting with recruitment and facilitation of the KSA and industry
trends meeting for the identified sectors.
2. Business and Client Services Support August 2025-June 2026
Deliverables include prioritizing and aligning sector strategies through shared data
and updates at quarterly meetings with community college deans and directors.
Collateral materials for outreach to employers highlighting workforce and community
college collaboration. Coordinate monthly outreach events to employers including the
addition of ten(10)new employers added to the OC Works map of employers.
3. Resources and Training August 2025-June 2026
Deliverables include collaborating on a joint training and best practices document for
counseling and career services teams on using labor market information and case
management, Publication of four user stories (career coaches and job seekers) on
benefits of OC Works.
4. Planning Meetings and Communication August 2025- June 2026
Regular communication and meetings with project director and team.
III. PAYMENT
The Santa Ana Workforce Development Board will provide these services commencing upon the
date the contract is signed by the Chancellor until June 30, 2026. Payment shall be made upon
receipt of an invoice specifying this agreement number and expenditures for the period covered.
The District will be billed a total of$50,000 for deliverables as outlined in this document. The
workforce center will submit two invoices of$25,000 each, the first on September 18, 2025, and
the second on May 15, 2026. All travel expenses are included in the total amount.
Funding source. Strong Workforce Regional Funds Master Agreement DO-22-FASWPRFEE-01.
Attachment 1. Page 3 of 3