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HomeMy WebLinkAboutRANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT (24) - 2017City of Santa a Clerk of the Council COTIC Office use Only --- --------- 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TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect.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 CLERK OF THE COUNCIL have been satisfied prior to signing the termination form, AUG 2'21- PmM.11 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 No. N-2017-005 was completed on G and final payment has been made. (List all amendments. Use space below if needed.) Department: FRC'sa Phone/Exf.: IJU 114 Signature: Date: U/go IR Revised: 10- 18-16 yIN1111111 ON PILE N-2017-005 YU+iiK MAY PROCEED UNTIL INSURANCE EXPIRFS "%/— e06 CLERK OF COUNCIL, EDUCATION SERVICES AGREEMENT DATE �1PI1 26 20 w THIS AGREEMENT is made and entered into this 9th day of January, 2017, by and between the Rancho Santiago Community College District, on behalf of Santa Ana College y ("Provider"), and the City of Santa Ana, a charter city and municipal corporation organized and av existing under the Constitution and laws of the State of California ("City"). C m RECITALS A. The City and Provider will partner to provide a Career Academy Scholars Program (GASP) focusing on providing an Introductory Digital Media class leading to transferable college credit and certification, and one-on-one college counseling for up to twenty-two (22) youth. B. Provider represents that Provider is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Provider represents that it is knowledgeable in its field and that any services performed by Provider under this Agreement will be performed in compliance with such standards as may reasonably be expected. 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 Provider shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION City agrees to pay, and Provider agrees to accept as total payment for its services, the rates and charges identified in Exhibit B to this Agreement. The total sum to be expended under this Agreement shall not exceed Six Thousand Five Hundred and Thirty -Nine Dollars ($6,539.00) during the term of this Agreement. 3. TERM This Agreement shall commence on the date first written above, and terminate on December 31, 2017, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Provider, as well as the City Manager and the City Attorney on behalf of the City. 4. INDEPENDENT CONTRACTOR Provider 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 manner in which Provider performs Page 1 of 8 SAC-17-004 the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider 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. Provider is not an agent, representative or employee of City and Provider shall have no authority to act on behalf of the City. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Provider shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Provider's negligent operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured provisions. b. Worker's Compensation Insurance. In accordance with California State law, Provider, if Provider 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, Provider 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 Provider pursuant to this section: (i) Provider shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. d. If Provider fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Provider's right to be paid for its time and Page 2 of 8 SAC-17-004 materials expended prior to notification of termination. Provider waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Each party agrees to and shall defend, indemnify and hold harmless the other party, 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 death, and claims for property damage, which may arise from the negligent operations of the indemnifying party 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. 7. CONFLICT OF INTEREST Provider covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any marmer with performance of services specified under this Agreement. 8. LIVE SCAN BACKGROUND CHECK Providers, and any employees, subcontractors or substitutes, in contact with minors under eighteen (18) years of age shall arrange for and submit to a Live Scan electronic background check for criminal history available through the California Department of Justice as a condition of this Agreement and provide proof of compliance, including any criminal history identified, prior to performing services hereunder. The background check shall include at a minimum a state and county criminal history investigation where such individual resides and a search of the National and California State Sex Offender Registries. 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, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Page 3 of 8 SAC-17-004 Fax (714) 647-6956 With copy to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 26 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 571-4211 To Provider: Rancho Santiago Community College District Santa Ana College 1530 W. Seventeenth Street Santa Ana, CA 92706 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, 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider regarding the subject matter herein, 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 Provider. 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 Provider 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. 11. ASSIGNMENT The experience, knowledge, capability and reputation of Provider were a substantial inducement for City to enter into this Agreement. Therefore, Provider 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. Page 4 of 8 SAC-17-004 12. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice of termination. In such event, Provider shall be entitled to receive, and City shall pay Provider, compensation for all services rendered prior to the effective date of termination. 13. RECORDS Provider shall use attendance sheets generated and supplied by the City to record attendance in each class. Provider shall keep these and any other records in connection with the work to be performed under this Agreement and shall permit City, upon request, to review such records for a period of three (3) years from the date of final payment to Provider under this Agreement. 14. NON DISCRIMINATION Provider 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, teaching, training, utilization, promotion, termination or other employment related activities, or in any activities under this Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. 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. 16. LICENSES Provider 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. 17. SEVERABILITY In the event that one or more of the phrases, sentences, clauses, paragraphs or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. Page 5 of 8 SAC-17-004 18. EXHIBITS All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 19. AUTHORITY The person(s) executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that be so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: .Ga �VIARIA D. HUIZAR �j Clerk of thc- Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: KZZ L' an O. Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL: GERARDO MOUET n Executive Director of Parks, Recreation and Community Services Agency CITY OF SANTA ANA AIL Gerardo Mouet Acting City Manager PROVIDER: Rancho Santiago Community College District By: Peter J. Ilarda Vice Chancellor Business Operations and Fiscal Services Page 6 of 8 SAC-17-004 EXHIBIT A — Specification of Services to Be Provided by Santa Ana Community College Provider will procure, manage and compensate experienced teachers to provide each of the youth with a general introductory course in digital media art. As part of this program Students will be enrolled in a college course at no cost to the student. Students will receive 3 units of college credit for the course once completed. Students will have their own dedicated college counselor they will meet with throughout duration of the program. Provider will also provide the curriculum development required to provide effective training, City will provide training materials and textbooks to support curricula in subject area. City will also pay the mandatory student fees of $21 per student. Additionally, the class shall be capped at a maximum of twenty-two (22) students. Page 7 of 8 SAC-17-004 EXHIBIT B — Seeds to Trees SAC Course Budget Digital Media Art Instructor 3 Unit LHE Class with Benefits Included $4,000 One -on -One Educational Counseling 30 hours of Counseling X $59.98 per hour $1,769.40 Estimated Benefits @ 17.33% $306.64 Total Educational Counseling $2,076.04 Mandatory Student Fees $21 x 22 students $462.00 Page 8 of 8 SAC-17-004 CERTIFICATE OF COVERAGE PRODUCER: Alliant Insurance Services, Inc. P.OBOX 6450 NEWPORT BEACH, CA 92658-6450 PH (949) 756.0271 / FAX (949) 756.2713 LICENSE NO. OC36861 BIG INDEPENDENT CITIES EXCESS POOL MEMBER: CITY OF SANTA ANA ATTN: ED RAYA RISK MANAGER P.O. BOX 1988 SANTA ANA, CA 92702-1988 07/05/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM OR POLICY BELOW: COMPANIES AFFORDING COVERAGE COMPANY LETTER (A) COMPANY LETTER (8) BIG INDEPENDENT CITIES EXCESS POOL COMPANY LETTER (C) ! COMPANY LETTER (D) COMPANY LETTER (E) COMPANY LETTER (F) THIS IS TO CERTIFY THAT THE MEMORANDUM OF COVERAGE OR POLICY(IES) LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY OR MEMORANDUM PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE COVERAGES AFFORDED BY THE MEMORANDUM OR POLICY(IES) DESCRIBED HEREIN ARE SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM OR POLICY. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, CTYPES MEMORANDUM MEMORANDUM MEMORANDUM O LOF OR OR POLICY OR POLICY LIMIT COVERAGES POLICY NUMBER EFFECTIVE EXPIRES I EXCESS LIABILITY DIFFERENCE BETWEEN A OCCURRENCE FORM BI & PC $3,000,000 POOL LIMIT BO-05 07/01/2016 07/01/2017 COMBINED AND INCLUDING AUTOMOBILE $1,D00,000 LIABILITY SELF -INSURED RETENTION DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/RESTRICTIONS/SPECIAL ITEMS: AS RESPECTS USE OF FACILITIES AT CERTIFICATE HOLDER'S PREMISES AT VARIOUS TIMES THROUGHOUT THE POLICY YEAR. CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED SOLELY WITH RESPECT TO BODILY INJURY AND PROPERTY DAMAGE ARISING OUT OF OPERATIONS AS DESCRIBED BY OR ON BEHALF OF THE NAMED INSURED \! SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. CERTIFICATE HOLDER .r SHOULD ANY OF THE ABOVE DES RIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR FACILITIES DEPARTMENT LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR ATTN: MARIA GARCIA REPRESENTATIVES. 1530 W. 17TH STREET w.,...,-,»,.»,-.,,,.....M,_......,..,,...,,.,.............,_Mr_-....,,,-..,_.,..,....,...»...,_-._._,.,,.,.,.,....,,,,, SANTA ANA, CA 927C5 AUTHORIZED REPRESENT TIVE HI THIS ENDORSEMENT DOES NOT CHANGE THE MEMORANDUM. PLEASE READ IT CAREFULLY, ADDITIONAL COVERED PARTY - COVERED INDEMNITY CONTRACT This endorsement identifies coverage provided under the following: BICEP MASTER MEMORANDUM OF LIABILITY COVERAGE The following wording can be found in Section II, Definitions: 6. COVERED PARTY -- means: f. Any person or entity holding a certificate of coverage duly issued by BICEP, as limited therein ("ADDITIONAL COVERED PARTY"). An ADDITIONAL COVERED PARTY is not covered for claims arising from the ADDITIONAL COVERED PARTY's sole negligence or for claims by another COVERED PARTY. g. Any person, entity or organization to whom the COVERED PARTY is obligated by virtue of a COVERED PARTY INDEMNITY CONTRACT to provide coverage solely with respect to BODILY INJURY AND PROPERTY DAMAGE wising out of: i. Premises leased, used or occupied by the COVERED PARTY ii. AUTOMOBILES leased or rented by the COVERED PARTY iii. Equipment owned, leased, rented, maintained or used by the COVERED PARTY iv. Mortgagees of the COVERED PARTY; or v. Property owners and property managers of property owned, leased, rented or occupied by the COVERED PARTY, vi. However, these COVERED PARTY INDEMNITY CONTRACT coverages do not apply to: aa. An OCCURRENCE which takes place prior to or after the COVERED PARTY ceases to occupy the premise stated in the COVERED INDEMNITY CONTRACT, bb. Any structural alternation, new construction or demolition operations performed by or on behalf of the COVERED PARTY cc. Any PUBLIC ENTITY ERRORS AND OMISSIONS or EMPLOYMENT PRACTICES. h. The coverage set forth in subsection (g) immediately above will be limited to any limits of coverage within the terms of the COVERED INDEMNITY CONTRACT or the LIMITS OF COVERAGE within this MEMORANDUM, whichever is less, and will apply in excess to any underlying insurance or the COVERED PARTY'S SELF - INSURED RETENTION. BICEP will not be obligated for LIMITS OF LIABILITY greater than that provided by this MEMORANDUM, J 712014 Ed. BICEP MOC Attachment Page 1 of I