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HomeMy WebLinkAboutORANGE COUNTY PARTNERSHIP 3 - 2013N NOME MOT 04 RE W'O'RK Ail. 0 PROOFED CLERK OF CaURIM DATE: 6 2Qi3 cp�C2� P1OV 2 CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ORANGE COUNTY PARTNERSHIP N- 2013 -154 Terri era THIS AGREEMENT, made and entered into this 15` day of July 2013, by and between Orange County Partnership (hereinafter "Consultant'), and the City of Santa Ana, a charter city and municipal corporation of the State of California (hereinafter "City ") RECITALS A. City desires to retain a consultant having special skill and knowledge to provide the City with use, technical assistance and support of the Homeless Management Information System as it relates to Emergency Solutions Grant. 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 lmowledgeable 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 finn 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 The Scope of Services for Consultant shall include, but not be limited to those services described in the Recitals above (as well as in Exhibit A attached hereto) including, but not limited to, training, generating and creating reports, comparable database certification, and technical support of the Homeless Management Information System as it relates to the Emergency Solutions Grant. Due to the funding source (Emergency Solutions Grant), Consultant agrees to comply with the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR part 3). 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept total payment pursuant to this Agreement shall not exceed Seven Thousand Seven Hundred Dollars ($7,700.00) during the term of this Agreement. b. 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. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2014, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Community Development Agency 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 a. Due to the nature of the services provided hereunder, commercial general insurance coverage is not required. b. 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. 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 terms of, or effects, arising from this Agreement. City agrees to and shall indemnify and hold harmless the Consultant 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 City pursuant to the terms of this Agreement. 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 include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, 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. 8. 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. 9. 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, in the manner provided in this Section, to the following persons: To City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6549 and, City Attorney's Office - City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6515 To Consultant: Orange County Partnership 1505 E. 17th St, Suite 108 Santa Ana, CA 92705 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other 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. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, 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 Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant 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. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, 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 consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City 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, however, payment need not be made for work which fails to meet the standard. of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, 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. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. 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. 15. 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herenlbelow 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D, Huizar Secretary APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: u L . Z^ Lisa E. Storck Assistant City Attorney CITY OF SANTA ANA David Cavazos City Manager CONSULTANT Orange County Partnership By: l —1U g Lo t lii.. OW-5 Title: ae-c) TIN# 3 -3 - 0 8 314 9 -7 c�Ar #n�Fs�, o ;s GyG SUQ yousirlcar�°�� City of Santa Ana Homeless Prevention and ESG Program Data Collection and Evaluation OC Partnership is the lead agency responsible for the Orange County's implementation of Homeless Management Information System (HMIS). OC Partnership responsibilities for the City of Santa Ana includes: • Conduct outreach and marketing efforts to ensure that all prospective ESG grantees and sub grantees are engaged and aware of the HUD requirement to enter client data into HMIS. o City of Santa Ana to provide OC Partnership with updated information regarding ESG grantees and sub grantees. • Technical assistance, basic HMIS system training, QPR report training and technical assistance in QPR report generation and validation training is available to City of Santa Ana sub grantees. • Provide agency support (program set -ups, report running and creating of new ad hoc reports, data clean -up, database troubleshooting, etc) .. • The programs are currently responsible to run the monthly bundle reports (Universal Data Elements, Bed Utilization, Client Roster, Demographics), and correct any deficiencies in data; OCP is available to assist them. • OCP is also in the process of certifying comparable databases for DV /Legal agencies, which includes these providers 1. Laura's House 2. Legal Aid Society 3. WTLC 4. Human Options 5. Interval House • OC Partnership has online "on demand" video training for running Client Demographics, Client Roster and Bed Utilization reports which are available to all HMIS users, including City of Santa Ana sub grantees to assist with data quality. • Sub grantees are responsible for paying the annual HMIS fee directly to OC Partnership. • This pricing does not cover the cost of setting up and implementing Coordinated Assessment/ Centralized Intake. The Orange County Continuum of Care currently is assessing the software and procedure in order to create a pilot program in 2013. Once this step is taken, OC Partnership will let the City of Santa Ana know if there are any additional costs. Cost for 12 months: $7,700 OC Partnership to End Homelessness ♦ 1505 E. 17" Street, Suite 108 ♦ Santa Ana, CA 92705 Phone: (714) 288 -4007 a Fax: (714) 258 -7792 ♦ www.ocpannershio.ngt