ORIGINAL
Q.I
R- 12:- 4La
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF ANAHEIM
And
JMH- ANAHEIM FOUNDATION INC, DBA, LOVE ANAHEIM
II
TABLE OF CONTENTS
Page
Section 1. Status of Parties 1
1. 1 City 1
1.2 Consultant. 1
Section 2. Services of Consultant. 1
2. 1 Scope of Services 1
2. 2 Agreement and Provision of Services Nonexclusive. 2
2. 3 Compliance with Law. 2
2. 4 Licenses, Permits, Fees and Assessments 2
2. 5 Nondiscrimination 2
2. 6 Familiarity with Work 2
2. 7 Additional Services. 2
Section 3. Term. 2
Section 4. Compensation. 3
Section 5. Coordination of Services 3
5. 1 Representative of City 3
5. 2 Representative of Consultant. 3
5. 3 Prohibition Against Subcontracting and Assignments. 4
5. 4 Independent Contractor 4
Section 6. Insurance and Indemnification 4
6. 1 Insurance. 4
6. 1. 1 Required Insurance Coverage. 4
6. 1. 2 Required Clauses in Policies 5
6. 1. 3 Required Certificates and Endorsements. 5
6. 1. 4 Remedies for Defaults Re: Insurance. 6
6. 2 Indemnification. 7
Section 7. Enforcement of Agreement 7
7. 1 Events of Default. 7
7. 2 Immediate Termination for Consultant' s Default 7
7. 3 Termination Without Cause. 7
7. 4 Attorneys' Fees. 8
Section 8. Use and Ownership of Documents and Data. 8
8. 1 Data to be Furnished by City. 8
8. 2 Ownership of Documents. 8
Section 9. Miscellaneous Provisions 8
9. 1 Waiver 8
9. 2 Notices. 8
9. 3 Relationship of Parties. 9
9. 4 No Third Party Rights 9
9. 5 Controlling Law. 9
9. 6 Time of the Essence. 9
9. 7 Remedies Cumulative. 9
9. 8 Effect of Invalidity 10
9. 9 Successors and Assigns 10
9. 10 Entire Agreement. 10
9. 11. Authority. 10
9. 12 Conflicts of Interest 10
9. 13 Effective Date. 10
EXHIBITS
Exhibit A Scope of Work
Exhibit B Express Waiver of Liability Release and
Indemnity Agreement
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ( this " Agreement"), dated for purposes of identification only as of June 8, 2021 ( the" Date of Agreement"), is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation and charter city ( the " City"), A
N
D
JMH- ANAHEIM FOUNDATION INC, a public benefit non-profit corporation, doing business as LOVE ANAHEIM( the " Consultant").
RECITALS
A. Consultant will work with the City to provide a Job Opportunity and Skills Development Program, to provide immediate opportunities for Anaheim' s homeless to work, including employment, life skills education, connectionto services,job coachingand link to job opportunity network ( the" Services").
B. The City and Consultant( each, a " Party" and jointly, the " Parties") desire to enter into an agreement pursuant to which the Consultant will provide the Services as requested by the City.
NOW, THEREFORE; FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE CITY AND THE CONSULTANT AGREE AS FOLLOWS:
Section 1. Status of Parties.
1. 1 City. The Consultantacknowledgesthat the City is a municipal corporationformed and operating pursuant to a freeholders charter.
1. 2 Consultant. Consultant represents that Consultant is public benefit non- profit corporation, formed and in good standingunderall applicable laws.
Section 2. Services of Consultant.
2. 1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, Consultant shall provide the Services, as more fully set forth in the " Scope of Services" which is attached hereto as Exhibit A and incorporated herein by this reference ( the Services"). Consultant represents and warrants that all Services to be provided hereunder shall' be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services.
1 2. 2 Agreement and Provision of Services Nonexclusive. Consultant acknowledges and agrees that this Agreement and the provision of Services hereunder is nonexclusive and that the City may enterinto similar agreementswith otherentitiesfor the provision of similar services.
2. 3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of Anaheim and any Federal, Stateor local governmentalagencyof competentjurisdiction.
2. 4 Licenses, Permits, Fees and Assessments. Consultant shall obtain, at Consultant' s sole cost and expense, such licenses, permits and approvals as may be required by law for the performanceof the Servicesrequiredby this Agreement. Consultantshall havethe soleobligation to pay for any fees, assessmentsandtaxes, plus applicable penaltiesand interest, which may be imposedby law andwhich arisefrom or arenecessaryfor theperformanceof the Servicesrequired by this Agreement.
2. 5 Nondiscrimination. Consultant agrees not to discriminate against any person or classof personsby reasonof sex, color, race, creed, religion, marital status, handicap, ancestryor national origin in its provision of services.
2. 6 Familiarity with Work. By executingthis Agreement, Consultantrepresentsand warrants that Consultant ( i) has thoroughly investigated and considered the Services to be performed, ( ii) has carefully considered how the Services should be provided, and ( iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement. Should the Consultant discover any latent or unknown conditions materially differing from those inherent in the provision of such Servicesor as representedby the City, Consultant shall immediately inform the City of such fact and shall not proceed until written instructions are received from the City.
2. 7 Additional Services. Consultant shall provide services in addition to those specified in the Scope of Services(" Additional Services") when directed to do so in writing by the City, provided that Consultantshall not be requiredto provide any Additional Serviceswithout compensation.
Section 3. Term.
Consultant, agrees to commence the provision of the Services upon execution of the Agreement by the City and to diligently prosecute completion of the Services within one ( 1) year of the Effective, unless an extension is granted by the City Manager and unless this Agreement is terminated earlier as provided in Sections 6. 1. 4 and 7 hereof(" Initial Term"). The City Manager is hereby authorizedto renew this Agreement upon the sameterms and conditions for no more than two ( 2) additional one year ( 1) terms after the Initial Term (" Renewal Term"), unless Consultantprovideswrittennoticeof terminationnolessthanthirty (30) dayspriorto completion of the term in progress; provided however, that compensation rates may be adjusted during the renewal of each subsequent term ( hereinafter the phrases " Initial Term" and " Renewal Term," if any, shall be collectively referred to as the " Term").
Section 4. Compensation. It is understood by and agreed between the Parties to this Agreement that full and complete payment for all Services provided in accordance with this 2 Agreement, including sub-consultantfees, if any, andreimbursableexpensesandRenewalTerms, shall not exceed Two Hundred Seventy-Nine Thousand Two Hundred Twenty Five Dollars 279, 225. 00) during each year of the Term of the Agreement (" Maximum Compensation"), without theprior written authorizationof City. Consultantshall presentmonthly itemizedinvoices for Servicesperformedduring the previousmonthly periodto the City, unlessa paymentschedule included in Exhibit A provides a different method of submitting invoices in which case the payment schedule set forth in Exhibit A shall govern the presentment of invoices. Each invoice shall state the date the Services were provided and the number of hours spent providing the Services. If requested by the City, Consultant shall present additional documentation evidencing the provision of Services satisfactory to the City. The City agrees to approve or disapprove Consultant' s invoice and/or additional documentation, as the case may be, within ten ( 10) days after the City' s receiptof the invoice and/or additional documentation. The City agreesto paythe Consultant for work satisfactorily performed and expensesproperly incurred within thirty ( 30) days after the City' s approval of a statement from the Consultant describing such work and expenses. The City shall not be responsibleto pay Consultant for any Servicesor expensesin excess of the Maximum Compensation.
Section 5. Coordination of Services.
5. 1 Representative of City. The City Manager, or such person' s designee, ( the " City Manager") shall represent the City in all matters pertaining to this Agreement. Whenever a reference is made herein to an action or approval to be undertaken by the City, the City Manager is authorized to act unless this Agreement specifically provides otherwise or the context should otherwise require.
5. 2 Representative of Consultant. Nathan Zug is hereby designatedas being the principal and representative of Consultant authorized to act on Consultant' s behalf with respect to the services and work to be provided hereunder and make, all decisions in connection therewith.
The foregoing principal shall be responsibleduring the Term of this Agreementfor directing all activities of Consultant and devoting sufficient time to personally supervise the provision of Services hereunder. The foregoing principal may not be changed by Consultant and no other personnelmay be assignedto supervisethe Servicesto beprovided hereunderwithout the express written consent of the City Manager.
5. 3 Prohibition Against Subcontracting and Assignments. Neither the whole nor any interestin, nor any of therights or privileges grantedunderthis Agreementshall beassignable or transferable or encumbered in any way without the prior written consent of City. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consentshallbevoid asto City. This is a personalservicescontractandthe Consultantwaschosen on the basis of characteristics unique to the Consultant. City shall have the right to unreasonably or arbitrarily withhold its consent to any such assignment, transfer, encumbrance, pledge, subuse, or permission. Independent Contractor. Consultant and any agent or employee of Consultant shall act in an independent capacity and not as officers or employees of City. City assumes no liability for Consultant' s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied, or explicit, by or for Consultant. Consultant shall not have authority to act as an agenton behalf of City unlessspecifically authorizedto do so in writing.
Consultant acknowledges that it is aware that because it is an independent contractor, City is 3 making no deductionfrom any amountpaid to Consultantand is not contributing to any fund on its behalf. Consultantdisclaimsthe right to any feeor benefitsexceptasexpresslyprovided for in this Agreement.
As respects all acts or omissions of Consultant relating to Consultant' s responsibility for taxes, bonds, payments, or other commitments, implied, or explicit, by or for Consultant, the Consultant agrees to indemnify, defend ( at the City' s option), and hold harmless the City, its officers, agents, employees, representatives, andvolunteersfrom and againstanyand all claims,demands,defensecosts, liability, or consequentialdamagesof anykind or naturearising out of or in connection with the Consultant' s performance or failure to perform under this Section.
Section 6. Insurance and Indemnification.
6. 1 Insurance. Without limiting City' s right to indemnification, it is agreed that Consultant shall secure prior to commencing any activities under this Agreement, and maintain during theTerm of this Agreement, insurancecoverageassetforth in this Section6.1.
6. 1. 1 Required Insurance Coverage. Consultant shall secure and maintain the following insurance coverage:
Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $ 1, 000, 000 per occurrence.
Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Bodily Injury, Sexual Abuse and Molestation, Bodily Injury Liability, Personal Injury Liability, Products/ Completed Operations Liability, and Independent CONSULTANT' S Liability, in an amount not less than $ 2, 000, 000 per occurrence, $ 4, 000, 000 annual aggregate, written on an occurrence form.
Such insurance shall be written on a primary basis, but may include a deductible of not more than $ 10, 000 per occurrence, provided that such deductible or self- insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement. ( This coverage written with a Self- Insured Retention must be submitted for approval by the Risk Manager prior to the inception of the final Agreement.)
Comprehensive Automobile Liability Coverage including— as applicable— owned, non- owned, and hired autos, in an amount not less than 2,000,000 per occurrence, combined single limit, as required by California law.
Professional Liability Insurance in an amount not less than 2, 000, 000 per occurrence, and CONSULTANT shall maintain such coverage for at least one ( 1) year from the termination of this Agreement.
Such insuranceshall be written on a primary basis, but may include a deductible of not more than $ 10, 000 per occurrence, provided that such 4 deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement. ( This coverage written with a Self- Insured Retention must be submittedfor approval by the Risk Managerprior to inception of the final Agreement. Bidder must disclose the amount of the Self- Insured Retention and other material terms.)
The City' s Risk Manager, is hereby authorized to waive or reduce the requirements setforth abovein the eventthe Risk Managerdeterminesthat suchwaiver or reduction is in City' s best interest.
6. 1. 2 Required Clauses in Policies. Each policy of general liability and automobileinsurancerequiredby this Agreementshall containthe following clauses:
Should this insurance be cancelled before the expiration date thereof, written notice will be delivered in accordance with the policy provisions to the City Clerk of the City of Anaheim, 200 S.
Anaheim Boulevard, Anaheim, CA 92805."
It is agreed that any insurance maintained by the Consultant pursuant to this Agreement shall be primary to, and not contribute with any insuranceor self-insurancemaintained by the City of Anaheim."
The City of Anaheim, its officials, agents, employees, representative, and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Anaheim." Consultantherebyagreesto waive subrogationrights againstthe City of Anaheim which any insurer of the Consultantmay acquirefrom the Consultantby virtue of the paymentof any loss. Consultantagreesto obtainany endorsementthat may benecessaryto effect this waiver of subrogation rights against the City of Anaheim.
6. 1. 3 Required Certificates and Endorsements. Prior to commencement of any work under this Agreement, the Consultant shall deliver to City ( i) insurance certificates confirming the existenceof the insurancerequiredby this Agreement,andincluding theapplicable clauses referenced above, and ( ii) endorsements to the above- required policies, which add to these policies the applicable clauses referenced above. Such endorsements shall be signed by an authorized representativeof the insurancecompany and shall include the signator's company affiliation and title. Should it be deemed necessary by City, it shall be the Consultant' s responsibility to seethat City receivesdocumentation, acceptableto City, which sustainsthat the individual signing such endorsementsis indeed authorizedto do so by the insurancecompany.
Also, City reservesthe right at anytime to demand,andto receivewithin areasonabletime period, certified copiesof any insurancepolicies requiredunderthis Agreement, including endorsements effecting the coverage required by these specifications. 5 All insurance maintained by Consultant shall be issued by companies admitted to conduct the pertinent line of insurance business in the State of California and having a rating of Grade A or better and Class VII or better by the latest edition of Best's Key Rating Guide.
Consultantshall immediately notify the City if any required insurancelapsesor is otherwise modified and cease performance of this Agreement unless otherwise directed by the City. In sucha case,the City may procure insuranceor self-insurethe risk and chargeConsultant for suchcostsandanyandall damagesresultingtherefrom, by way of set-off from any sumsowed Consultant.
Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Consultant shall look solely to its insurance for recovery. Consultant herebygrantsto the City, on behalf of any insurerproviding insuranceto either the Consultantor to the City with respectto the servicesof Consultantherein, a waiver of any right to subrogation which any such insurerof said Consultantmay acquireagainstthe City by virtue of the payment of any lossundersuchinsurance.
6. 1. 4 Remedies for Defaults Re: Insurance. In addition to any other remedies City may have if the Consultant fails to provide or maintain any insurancepolicies or policy endorsementsto the extentandwithin the time herein required, City may, at its soleoption:
a) Obtain such insurance and deduct and retain the amount of the premium for such insurance from any sums due under this Agreement;
b) Order the Consultant to stop work under this Agreement and/or withhold any payment(s) which becomedue to the Consultant hereunderuntil the Consultant demonstrates compliance with the requirements hereof; or c) Terminate this Agreement.
Exerciseof anyof the aboveremedies,however, is an alternativeto other remedies City may haveand is not the exclusive remedyfor the Consultant's failure to maintain insurance or secure appropriate endorsements.
Nothing herein containedshall be construedas limiting in any way the extent to which the Consultant may be held responsiblefor payment of damagesto personsor property resulting from the Consultant' s or its subcontractor' s performance of the work covered under this Agreement.
6. 2 Indemnification.
6. 2. 1 Consultant agrees to indemnify, defend ( at City' s option), and hold harmless the City, its officers, agents, employees; representatives, and volunteers from and against claims, demands, defense costs or liability arising out of or in connection with the Consultant' s performance or failure to perform under this Agreement; excepting those which arise out of the sole negligence of City.
6 6. 2. 2 Waiver. Both city and Consultantwill create, maintain and useajoint EXPRESS WAIVER OF LIABILITY RELEASE AND INDEMNITY AGREEMENT, " waiver" for all participants ( leaders, volunteers, and staff) in the Services. See EXHIBIT" B." Section 7. Enforcement of Agreement.
7. 1 Events of Default. For purposes of this Section 7, the word " Default" shall mean the failure of Consultant to perform any of Consultant's duties or obligations or the breach by Consultantof any of the termsandconditions setforth in this Agreement. In addition, Consultant shall be deemed to be in Default upon Consultant' s (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets, ( ii) making a general assignment for the benefit of creditors, ( iii) being adjudged bankrupt, ( iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law ( unless in the case of an involuntary petition, the same is dismissed within thirty( 30) days of such filing) or( v) suffering or permitting to continue unstayed and in effect for fifteen ( 15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Consultant' s assets or of Consultant' s interests hereunder.
City shall not be deemed to be in Default in the performance of any obligation required to be performed by City hereunder unless and until City has failed to perform such obligation for a period of thirty( 30) days after receipt of written notice from Consultant specifying in reasonabledetail the natureandextentof any suchfailure; provided, however,that if the nature of City' s obligation is suchthat more than thirty ( 30) daysare required for its performance, then City shall not be deemed to be in Default if City shall commence to cure such performance within such thirty ( 30) day period and thereafter diligently prosecute the same to completion.
7. 2 Immediate Termination for Consultant' s Default. In the event of any Default by Consultant, City may immediately terminatethis Agreement. Suchtermination shall be effective immediately upon receipt by Consultant of written notice from City. In such' event, Consultant shall have no further rights hereunder; City shall have all other rights and remedies as provided by law.
7. 3 Termination Without Cause. Either City or Consultant may terminate this Agreementat any time without the necessityof causeor Default by the other Party by giving fifteen ( 15) days' notice in writing to the other Party. In such event, the Parties shall have no further rights hereunder, except that Consultant shall be paid for all services rendered prior to such termination.
Section 8. Use and Ownership of Documents and Data.
8. 1 Data to be Furnished by City. City shall furnish to Consultantsuch documents and materials as may be relevant and pertinent to the provision of services hereunder as City may possess or acquire.
8. 2 Ownership of Documents. All documents and materials furnished bythe CitytoP Consultant pursuant to Section 8. 1 hereof shall remain the property of the Cityand shall beP P Y returned to the City upon termination of this Agreement. All documents and materials prepared by Consultanthereundershallbecomethepropertyof theCity atthetime of paymentto Consultant 7 of all fees and expenses for their preparation, and shall be delivered to the City by Consultant at the requestof the City. The documentsand materialspreparedby Consultanthereundershall not beusedby theCity or others,exceptfor thepurposefor which theywere intended. TheCity agrees not to associateConsultant's namewith any documentsor materialsnot preparedby Consultant.
Section 9. Miscellaneous Provisions.
9. 1 Waiver. Inaction by City or Consultantwith respectto a Default hereundershall not be deemed to be a waiver of such Default. The waiver by either City or Consultant of any Default hereunder shall not be deemed to be a waiver of any subsequent.Default.
9. 2 Notices. All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either City or Consultant to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third 3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:
If to City: City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. ( 714) 765- 4105
With copies to: James Vanderpool, City Manager
City Administration
200 S. Anaheim Blvd, 7th Floor
Anaheim, California 92805
FAX No. ( 714) 765- 5164
City Attorney
City of Anaheim
200 S. Anaheim Boulevard, 3rd Floor
Anaheim, California 92805
FAX No. ( 714) 765- 4630
To Consultant: Love Anaheim
720 S. Magnolia Ave
Anaheim, CA 92814
Attention: Executive Director Nathan Zug
FAX No. N/ A
9. 3 Independent Contractor. Nothing containedhereinshall bedeemedor construed by the Parties, nor by any third party, as creating the relationship of principal and agent or of partnershipor of joint venturebetweenthe Parties, it beingunderstoodandagreedthat Consultant is and will be at all times an independent contractor pursuant to this Agreement and shall not, in any way, beconsideredto bean officer, agentor employeeof the City. 8 9. 4 Third Party Rights. The Partiesintendthat no rights nor remediesbe grantedto any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.
9. 5 Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
9. 6 Time of the Essence. Time is hereby expressly declared to be the essence of this Agreement and of each and every term, covenant and condition hereof which relates to a date or a period of time.
9. 7 Remedies Cumulative. The remedies given to City and Consultant herein shall be cumulativeandaregiven without impairing anyother rights given City or Consultantby statuteor law now existing or hereafterenactedandtheexerciseonanyone( 1)remedyby City or Consultant shall not exclude the exercise of any other remedy.
9. 8 Effect of Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affectedthereby, andeachterm and provision of this Agreementshall bevalid andenforceableto the fullest extent permitted by law.
9. 9 Successors and Assigns. This Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the successors and assigns of City and to the permitted successorsand assigns of Consultant, and all references to " City" or" Consultant" shall be deemed to refer to and include all permitted successorsand assigns of such Party.
9. 10 Entire Agreement. This Agreement and the exhibits hereto contain the entire agreement of the City and the Consultant with respect to the matters covered hereby, and no agreement, statementor promisemadeby either City or Consultantwhich is notcontainedherein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any suchmattershall beeffective for any purpose. No provision of this Agreementmay beamended, modified or added except by an agreement in writing signed by City and Consultant.
9. 11 Authority. Eachindividual executingthis Agreementon behalf of a corporation, nonprofit corporation, partnershipor other entity or organization, representsand warrantsthe he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordancewith its terms.
Consultant shall, at City' s request, deliver a certified copy of it governing board' s resolution or certificate authorizing or evidencing such execution.
9. 12 Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affect his or her personal 9 interestsor the interestsof anycorporation,partnershipor associationin which heor sheis directly or indirectly interested.
9. 13 Effective Date. This Agreement shall be effective on the Date of Agreement.
ALL SIGNATURES APPEAR ON THE FOLLOWING PAGE]
10 IN WITNESS WHEREOF, THE CITY AND THE CONSULTANT HAVE
EXECUTED THIS AGREEMENT AS OF THE RESPECTIVE DATES SET FORTH BELOW.
CITY"
CITY OF ANAHEIM,
a municipal corporation and charter city
Dated: t0?
ATTEST: k,
ANAH, Y CLERK
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APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
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CONSULTANT"
JMH- ANAHEIM FOUNDATION INC, a
public benefit non-profit corporation, doing
business a LOVE ANAHEIM
617Dated: 2. o 21
By:
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Dated: 7_ Gl Z By:
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Board Member
ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
County of
On before me,
date] here insert name and title of the officer]
personally appeared
here insert name( s) of signer( s)]
who proved to me on the basisof satisfactoryevidenceto be the person(s) whosename(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorizedcapacity/ies, andthat by his/her/their signature(s) on the instrumentthe person( s), or the entity uponbehalf of which person(s) acted, executedthe instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
Witness my hand and official seal.
Signature) Seal)
EXHIBIT " A"
SCOPE OF SERVICES
Appears behind this page)
EXHIBIT A
Lc7ve say
JMh,.—, AnaheimM .
ANAHEIM
Better Way Anaheim
2021 Agreement with the City of Anaheim
Job Opportunity and Skills Development Program
Scope of Services
Introduction
JMh — Anaheim ( JMh) is a 501c3 Non- Profit Organization whose mission is building bridges of connection between various sectors in Anaheim that create resiliency.
Under the fictitious business name of " Love Anaheim," JMh, is a " service project platform" that seeks to love and serve Anaheim by "spreading goodness, meeting needs, and demonstrating kindness."
BetterWayAnaheim (BWA) is a City Of Anaheim "Pathwayto Work" for Homelesspartnership program with JMh that provides Homeless Individuals work- like experience, project- based learning opportunities, and connection to services, was launched by JMh in December Of2017.
BWA has successfullyserved over 1,460 homeless individuals since its launch. Due to the COVID-19 Pandemic,job losses have been tremendous, significantly reducing opportunities for homeless to find work. The BWA Job Opportunity and Skills Development Program will provide immediate opportunities for Anaheim' s homeless to work. This unique opportunity will provide both serviceopportunities and 1 day a week of employment in addition to life skillseducation, connection to services,job coaching and a link to ajob opportunity network.
Deliverables include:
o Address the COVID- 19 Pandemic job losses and loss of job opportunities for homeless individuals by further developing the BWA Job Opportunity and Skills Development Program, ( BWA Program).
o Provide comprehensive program management for the BWA Program that extends the current programs into future years.
o Provide a paid 4- 5 hour work- like opportunity ( service project) for up to 80 homeless participants per month ( some will be duplicated), with projects such as park/ neighborhood beautification, painting, landscaping, trash clean up, and food pantry operations - all within the City of Anaheim.
o Provide transportation for BWA Program participants to and from the project locations in the Love Anaheim / BWA van using a qualified van driver, encouraging self-transportation to those with resources to do so.
o Provide compensation through employment ( a paycheck) or by providing a gift card approximately a $ 60 value) to each participant upon completion of the 4- 5- hour project.
EXHIBIT A
o Provide a Program Director for the program as a whole and for each service project to accompany the participants, giving them instructions, guidance, encouragement, and support. o Develop and implement ( a unique to JMh) Life Skills curriculum * that will be imbedded into the service projects so that a 15-hour Life Skills Certificate can be achieved by participating in the BWA Program.
o Develop a network of Life Skills Coaches and Jobs Coaches who will serve the BWA Program participants as Life Skills and / or Jobs Coaches. o Develop a network of Anaheim companies, businesses, employers, and contractors who are willing to identify and contribute jobs for participants in the BWA Program. o Track pertinent data / statistics and produce a monthly report. Post information on social media and on the BWA website.
o Invoice the City of Anaheim each month with a Cost For Services Invoice that reflects the operating costs (see attached invoice example).
o Work alongside the Anaheim Homeless Collaborative ( AHC) and its many partnering organizations / agencies to provide resources such as:
Vetting of Homelessindividualsto find those "willing, able, and likely to succeed" to participate in the BWA Program.
Building an awarenessof the "continuum of care" conceptso that participantscanbe encouraged to take their next step in obtaining life, social, and job skills in order to gain part time or full- time employment because of their participation.
Connecting eachBWA Program participant to City Net for servicesand to Chrysalis.
Connecting BWA Program participantsto organizationsin the AHC, aswell asto services provided by those organizations.
Assistance with tracking BWA Program participants to determine its effectiveness in assistingHomelessNeighbors in gaining life skillsand finding employment during the COVID- 19 pandemic and its aftermath. .
Helping each participant in the BWA Program to identify and take their next step using the resources provided to them.
Recognizingand building a valuefor volunteerismin order to assistJMh, LoveAnaheim and Better Way Anaheim to be successful and sustainable.
Developing relationships with both volunteers and with the BWA Program participants in order to be a coach / cheer leader/ advocate for their success in obtaining ajob and permanent housing ( not necessarily in that order).
These are the top 10 Core Life Skills the WHO ( World Health Organization) and U. N. I.C. E.F. have identified that are important for the well- being of individuals.
1. Self- Awareness 6. Problem Solving
2. Empathy 7. Effective communication
3. Critical thinking 8. Interpersonal relationship
4. Creative thinking 9. Coping with stress
5. Decision making 10. Coping with emotion
EXHIBIT A
BETTER WAY ANAHEIM
Job Opportunity and Skills Development Program
Cost For Services Invoice
Amounts reflect up to four days per week for up to 80 service opportunities
1. Funds for Homeless Workers / Participants
Description Amount
Up to 40 Service Opportunities @$ 110 each( Employment) 4, 400. 00 Up to 40 Service Opportunities @$ 60 per gift card 2, 400. 00 Total 6, 800. 00
2. Supplies
Description Amount
16 Work kits/ supplies @$ 50 each week 800. 00
80 Shirts @$ 10. 00 each 800. 00
16 Snack fee @$ 25 each week 400. 00
16" Office Costs"-$ 50 800. 00
Total 2, 800. 00
3. Vehicle / Insurance Costs
Description Amount
Insurance for employment program 960. 00
Insurance for service opportunities program 840. 00
Mileage— 120 miles/ week x 4 weeks) at$. 56/ mile 268. 80 Total 2, 068. 80
4. Administrations Costs
Description Amount
Office Administration for employment program—$ 350/ week x 4 1, 400. 00 weeks( 2. 0)
Administrative Cost for employment program—$ 300/ week x 4 weeks $ 1, 200. 00 Administrative Cost Director for employment program$ 700/ week x 4 $ 2, 800. 00 weeks( 2. 0)
Driver/ Helper for employment program @$ 200/ week x 4 weeks 800. 00 Office Administration for service opportunities program—$ 250/ week $ 1, 000. 00 x 4 weeks( 1. 0)
Administrative Cost for service opportunities program— 2 helpers/ 800. 00 week @$ 100 x( 4 weeks( 1.0)
Administrative Cost for service opportunities program— 2 drivers/ 800. 00 week @$ 100 x( 4 weeks( 1.0)
Administrative Cost Director for service opportunities program$ 700/ $ 2, 800. 00 week x 4 weeks( 1. 0)
Total 11, 600. 00
Total ( Funds for Homeless + Supplies + Vehicle Costs + Administration Costs) = $ 23, 268. 80 TOTAL INVOICE AMOUNT 23, 268. 80
EXHIBIT " B"
EXPRESS WAIVER OF LIABILITY RELEASE
AND INDEMNITY AGREEMENT
Appears behind this page)
EXHIBIT B
Lc) ve Anaheim
spreadinggoodnessI wteetingneeds I dewtovstrativ g kivtdvtess
EXPRESS WAIVER OF LIABILITY
RELEASE AND INDEMNITY AGREEMENT
California Form)
In consideration for being allowed to participate in Love Anaheim ( the" Activity") sponsored by JMh- Anaheim, Magnolia Baptist Church, The City Of Anaheim, and Anaheim Union High School District AUHSD), the sponsoring organizations( hereinafter the" Entities") the Undersigned does hereby agree to this express waiver of liability against Entities, and makes the release and Indemnity Agreement with Entities set forth below.
Therefore, the Undersigned, for themselves, and their personal representatives, assigns, heirs, and next of kin, and eachandevery oneof them, is fully awareof the risks and hazardinherentin engagingor participating in the Activity, including, but not limited to, the possibility of injury, illness, paralysisor death, and voluntarily assumesall risks of loss, damage, injury or deaththat may be sustainedin engagingor participating in the Activity:
Herebyvoluntarily releases, discharges, waives andrelinquishesanyand all claims, actions, or causesof action for personalinjury, property damage,or deatheachmay haveagainstthe Entities, its directors, officers, members, affiliated entities, subsidiaries, agents, attorneys, employees, representatives, successors, heirs, licensees,assignsand all personsacting in concertandparticipating with it (hereinaftercollectively referredto as" Released Party") occurring or arising asa result of the Undersigned's participation in the Activity of the Entities, andany instruction or supervisionrelatedto saidActivity, saveandexceptonly thoseclaims dueto the Entities' fraud or willful injury to personsor property, or violation of law, whetherwillful or negligent.
Herebycovenantsthat this Agreementshall apply to all unknown and unanticipatedclaims, injuries, causesof action and damages, aswell asany known claims, andwaivesthe provisions of Section 1542of the California Civil Code, and the similar provisions in any other state of the United States or the Common Law, which provide: " A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Herebyagreesto indemnify, defend, saveand hold harmlessthe ReleasedParty from any loss, liability, damage, costor attorneys' feesit may incur dueto anyaction of the Undersignedoccurring from or arising in connection with their participation in the Activity of The Entities.
Herebyagreesthat if any part of this Agreementfor any reasonis held by a Court or Arbitration Panelof competent jurisdiction to be invalid, void or unenforceable, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in full force andeffect asif this Agreementhadbeen executed with the invalid portion thereof eliminated.
Herebyagreesthat any disputeor claim hereundershall be resolvedexclusively by arbitration underthe current Commercial rules of the American Arbitration Association in Stanislaus County, California; the undersignedwaivesand anyall rights to ajury trial in connectionwith any disputeor matterarising hereunder.
The Undersigned hereby warrants that the foregoing statements are true and correct and that the Undersigned understands that the Entities have relied upon such warranties in entering into this Agreement, and making the premises available for use by the Undersigned.
Over-
No oral representations, statements, or inducements have been made by or between the parties to this Agreement with respect to the subject matter of this agreement, apart from the matters set forth within this Agreement.
I HAVE CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTAND ITS CONTENTS. I AM
AWARE THAT THIS IS AN EXPRESS WAIVER OF LIABILITY AND A RELEASE AND INDEMNITY AGREEMENT BETWEEN MYSELF AND ENTITIES, AND AGREE TO IT WITH MY OWN FREE WILL.
I ALSO AGREE TO THE RELEASE OF MY PHOTO, IMAGE, OR REPRESENTATION OF THE SAME
OR ON VIDEO TO BE USED BY THE ENTITIES AT THEIR DISCRETION IN PRINT OR ON THE INTERNET.
Participant Name-- PRINTED Date
Participant Signature Date
Parent/ Guardian Name— PRINTED— IF ABOVE PERSON IS UNDER 18 Date Parent/ Guardian Signature— IF ABOVE PERSON IS UNDER 18 Date