PROFESSIONAL SERVICES AGREEMENT
By and Between the
ANAHEIM HOUSING AUTHORITY
and
UNIVERSITY OF MASSACHUSETTS GLOBAL
TABLE OF CONTENTS
Page
Section 1. Status of Parties......................................................................................................!
1. 1 Authority................................................................................................................. 1
1.2 Consultant............................................................................................................... 1 Section 2. Services of Consultant. ..........................................................................................I
2. 1 Descriptionof Services........................................................................................... 1
2. 2 Services to be Provided As Required...................................................................... 2
2. 3 Time for Performance........................................................................................... 2
2. 4 Compliance with Law............................................................................................. 2
2. 5 Licenses. Permits. Fees and Assessments............................................................... 2
2. 6 Nondiscrimination................................................................................................... 2
2.7 Familiarity with Work............................................................................................. 2
2. 8 Additional Services................................................................................................. 3 Sections. Term........................................................................................................................3 Section 4. Compensation.........................................................................................................3
4. 1 Amount of Compensation...................................................................................... 3
4. 2 Billing and Payment Procedures............................................................................. 3 Section 5. Coordination of Services. ......................................................................................4
5. 1 Representative of Authority........................................ ........................................... 4
5.2 Representative of Consultant...................................... ........................................... 4
5.3 Prohibition Against Subcontracting and Assignments ........................................... 4
5. 4 Independent Contractor..........................................................................................^ Section 6. Insurance and Indemnification.............................................................................5
6. 1 Insurance................................................................................................................. 5
6.2 Indemnification.......................................................................................................? Section 7. Enforcement of Agreement...................................................................................7
7. 1 Events of Default........................................................................ .......................... 7
7.2 Immediate Termination for Consultant's Default................................................... 8
7.3 Termination Without Cause.................................................................................... 8 Section 8. Use and Ownership of Documents and Data.......................................................8
8. 1 Data to be Furnished by Authority........................................................................ 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 Non-Liability of Members, Officials and Employees of the Authority.................. 9
9.6 Controlling Law.................................................................................................... 10
9.7 Time of the Essence.............................................................................................. 10
9. 8 Remedies Cumulative........................................................................................... 10
9. 9 Effect of Invalidity........................................................................................... 10
9. 10 Successors and Assigns......................................................................................... 10
9. 11 Entire Agreement.................................................................................................. 10
9. 12 Authority............................................................................................................... 10
9. 13 Conflicts of Interest............................................................................................ 11
9. 14 Time for Acceptance of Agreement by Authority................................................ 11
9. 15 Conflicts or Inconsistencies........................................................ ........................ 11
EXHIBITS
Exhibit A Description of Services
Exhibit B Schedule of Compensation
11 PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is made and entered into as of December 17, 2025 (the "Effective Date"), by and between ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic (the "Authority"),
A
N
D
UNIVERSITY OF MASSACHUSETTS GLOBAL, a California nonprofit corporation (the "Consultant").
RECITALS
A. From time to time, the Authority requires the provision of training and organizational development consultation as requested and as generally described in Exhibit A attached hereto and incorporated herein by this reference (the "Services").
B. The Authority 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 Authority,
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE AUTHORITY AND THE CONSULTANT AGREE AS FOLLOWS:
Section 1. Status of Parties.
1.1 Authority. The Consultant acknowledges that the Authority is a public entity organized and existing under the Housing Authorities Law (California Health & Safety Code Section 34200 et seq. ); ^d
1.2 Consultant. Consultant represents that Consultant is a California nonprofit corporation, formed and in good standing under all applicable laws.
Section 2. Services of Consultant.
2. 1 Description of Services. In compliance with all of the tenns and conditions of this Agreenient, Consultant shall provide the Services on an "as required" basis (the "Description of Services"), as authorized by the Director (as hereinafter defined in Section 5. 1). 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.
2.2 Services to be Provided As Required. Consultant acknowledges and agrees that Authority shall request that Consultant provide the Services on an "as required" basis and that Authority does not guarantee a minimum number of hours for which Consultant's services shall be requested and required hereunder. Consultant further acknowledges and agrees that this Agreement and any request for the provision of services hereunder is nonexclusive and that the Authority may enter into similar agreements with other entities for the provision of similar services.
Consultant shall provide only those services authorized from time to time by written work orders executed by the Authority (each, a "Work Order Authorization"), Within five (5) days of Consultant's receipt of a verbal request from the Authority, Consultant shall submit to Authority a detailed scope of work, project budget and schedule for the completion of work requested by the Authority. The Consultant shall not commence such work until the Authority has approved in writing the scope of work, project budget and schedule. Such scope of work, project budget and/or schedule may be modified by the mutual written agreement of the Authority and Consultant, Written Work Order Authorizations and approved scopes of work, project budgets and schedules shall be considered to be addenda to this Agreement.
2.3 Time for Performance. Time is of the essence in the perfonnance of this Agreement. Consultant shall perform and complete all services as may be requested pursuant to Section 2.2 hereof in a timely and expeditious manner. Consultant shall perform such services in accordance with those schedules which Consultant and the Authority may mutually agree to as to any particular study, job or analysis.
Consultant shall not be responsible for delays caused by circumstances beyond its reasonable control, provided that Consultant has delivered to the Authority written notice of the cause of any such delay within ten (10) days of the occurrence of such cause.
2.4 Compliance with Law, All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, mles, regulations and laws of the city of Anaheim and any federal, state or local governmental city of competent jurisdiction.
2.5 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 performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services required by this Agreement.
2.6 Nondiscrimination. Consultant agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry or national origin in its provision of services. To the extent this Agreement provides that Consultant offer accommodations or services to the public, such accommodations or services shall be offered by Consultant to the public on fair and reasonable tenns.
2.7 Familiarity with Work. By executing this Agreement, Consultant represents and 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 Services or as represented by the Authority, Consultant shall immediately inform the Authority of such fact and shall not proceed except at Consultant's risk until written instmctions are received from the Authority.
2.8 Additional Services. Consultant shall provide Services in addition to those specified in the Description of Services when directed to do so in writing by the Authority, provided that Consultant shall not be required to provide any such additional Services without compensation.
Section 3. Term.
The tenn of this Agreement shall commence on December 17, 2025 and shall terminate December 18, 2027, unless sooner terminated as provided herein ("Initial Term"). The Director is hereby authorized to renew this Agreement upon the same terms and conditions for no more than one (1) additional one-year term after the Initial Term ("Renewal Temi"), unless Consultant provides written notice of termination no less than thirty (30) days prior to completion of the tenn in progress; provided however, that compensation rates may be adjusted during the renewal of each subsequent term (hereinafter the phrases "Initial Term" and "Renewal Terms, " if any, shall be collectively referred to as the "Term").
Section 4. Compensation.
4. 1 Amount of 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 Agreement, including sub-consultant fees, if any, and reicnbursable expenses, shall not exceed ONE HUNDRED THOUSAND AND N0/100 DOLLARS ($100, 000. 00) ("Maximum Compensation"), without the prior written authorization of Authority. Authority agrees to pay, and Consultant agrees to accept, as full compensation for Consultant's services, compensation at the hourly rates for the positions shown on Exhibit B attached hereto and incorporated by this reference herein.
4.2 Billing and Payment Procedures. Consultant shall present monthly itemized invoices for Services performed during the previous monthly period to the Authority. Each invoice shall state the date the Services were provided and the number of hours spent providing the Services. If requested by the Authority, Consultant shall present additional documentation evidencing the provision of Services satisfactory to the Authority. The Authority agrees to approve or disapprove Consultant's invoice and/or additional documentation, as the case maybe, within ten (10) days after the Authority's receipt of the invoice and/or additional documentation. The Authority agrees to pay the Consultant for work satisfactorily performed and expenses properly incurred within thirty (30) days after the Authority's approval of a statement from the Consultant describing such work and expenses. The Authority shall not be responsible to pay Consultant for any Services or expenses in excess of the Maximum Compensation. Consultant shall notify Authority in writing when seventy-five percent (75%) of the Maximum Compensation has been reached in any fiscal year during the Term of this Agreement.
Section 5. Coordination of Services.
5. 1 Representative of Authority. The Authority's Director or such person's designee, (the "Director") shall represent the Authority in all matters pertaining to this Agreement.
Whenever a reference is made herein to an action or approval to be undertaken by the Authority, the Director is authorized to act unless this Agreement specifically provides otherwise or the context should otherwise require.
5.2 Representative of Consultant. Reagan Forlenzo is hereby designated as 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.
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal are a substantial inducement for the Authority to enter into this Agreement.
Therefore, the foregoing principal shall be responsible during the Term of this Agreement for 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 personnel may be assigned to supervise the Services to be provided hereunder without the express written consent of the Authority.
5.3 Prohibition Against Subcontracting and Assignments. Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assignable or transferable or encumbered in any way without the prior written consent of Authority. Any such purported assignment, transfer, encumbrance, pledge, subuse, or pemiission given without such consent shall be void as to Authority. This is a personal services contract and the Consultant was chosen on the basis of characteristics unique to the Consultant. Authority shall have the right to unreasonably or arbitrarily withhold its consent to any such assignment, transfer, encumbrance, pledge, subuse, or permission.
5.4 Independent Contractor. Consultant and any agent or employee of Consultant shall act in an independent capacity and not as officers or employees of Authority. Authority 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 agent on behalf of Authority unless specifically authorized to do so in writing. Consultant acknowledges that it is aware that because it is an independent contractor, Authority is making no deduction from any amount paid to Consultant and is not contributing to any fund on its behalf. Consultant disclaims the right to any fee or benefits except as expressly provided 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 Authority's option), and hold harmless the Authority, its officers, agents, employees, representatives, and volunteers from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising 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 Authority's right to indemnification, it is agreed that Consultant shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, minimum limits of insurance coverage as follows:
6.1.1 Workers' Corn ensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000.
6. 1.2 Commercial General Liabili Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent Consultant's Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to Anaheim, in writing, prior to the inception of this Agreement.
6. 1.3 Commercial Automobile Liabilit Covera e as required by California law, including-as applicable-owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit.
6. 1.4 Professional Liabili Insurance inclusive of C berLiabili Insurance where re uired in an amount not less than $2,000,000. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $ 1 0,000 per occurrence, provided that such deductible or self-insured retention is disclosed to Ajnaheim, in writing, at the inception of this Agreement.
6. 1.5 Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by Anaheim's Risk Manager prior to the inception of the final Agreement.
6. 1.6 Consultant is responsible for the satisfaction of any deductible or self- insured retention obligation.
6. 1.7 Consultant agrees that this insurance shall not be voluntarily cancelled by Consultant or limited in scope or coverage by Consultant until after thirty (30) days prior written notice has been given to the City Clerk, City ofAnaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days.
6. 1. 8 Each insurance policy required by this Agreement, except policies for Professional Liability and Workers' Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
"It is agreed that any insurance maintained by Consultant pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the Anaheim Housing Authority." "The Anaheim Housing Authority, its officers, agents, employees, representatives and volunteers are included as additional insured with respect to the scope of work, operations, and/or activities of or performed on behalf of or at the direction of the Named Insured, performed under this Agreement with the Anaheim Housing Authority."
6. 1.9 Prior to commencing any work under this Agreement, Consultant shall deliver to Anaheim insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, Consultant shall provide Anaheim (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to Anaheim evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an. A. M. Best's rating of A VII or higher, or (iii) otherwise acceptable to Anaheim, with prior written permission from Anaheim. In the event that a claim or other legal action is filed against Anaheim, and ifAnaheim, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then Anaheim has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that Consultant shall fully defend, hold harmless, and indeamify Anaheim against any such claim or other legal action.
6. 1. 10 In addition to other remedies Anaheim may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time required, Anaheim may, at its sole option:
(a) Order Consultant to stop work under this Agreement and/or withhold any payment(s) that become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof.
(b) Terminate this Agreement.
6. 1.11 Exercise of any of the above remedies, however, is an alternative to other remedies Anaheim may have and is not the exclusive remedy for Consultant's failure to maintain insurance or secure appropriate endorsements.
6. 1. 12 Nothing herein contained shall be constmed in any way as limiting the extent that an Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's, (or Consultant's Agent or Sub-Agent, if any) performance of the work covered under this Agreement.
6. 1.13 In the event Consultant hires other persons or firms to perfonn some of the work related to this Agreement, Consultant shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of Consultant under this Agreement (except for firms that are not performing professional services-such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, Consultant shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to Anaheim.
Anaheim's Risk Manager is hereby authorized to amend or reduce the requirements set forth herein if such customer-generated requested amendment or reduction request is in Anaheim's best interest.
6.2 Indemnification. As respects acts, errors or omissions in the performance of professional services, Consultant agrees to indemnify and hold harmless Anaheim, its offiicials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the Consultant or any Sub-Agent in the performance of professional services under this Agreement.
As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance. Consultant agrees to indemnify, defend (at Anaheim's option), and hold harmless Anaheim, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as "Claims"), arising out of or in connection with Consultant's (or Consultant's Agent or Sub-Agent, if any) acts, errors, omissions, or work, relative to this Agreement, except for those Claims that arise out of the sole negligence or willful misconduct ofAnaheim.
The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not Anaheim, Consultant or any other person or entity maintains or fails to maintain insurance coverage or a self-insurance program, for any such Claim(s); and (ii) shall survive the termination of this Agreement.
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 Consultant of any of the terms and conditions set forth 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.
Authority shall not be deemed to be in Default in the perfonnance of any obligation required to be performed by Authority hereunder unless and until Authority has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from Consultant specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of Authority's obligation is such that more than thirty (30) days are required for its performance, then Authority shall not be deemed to be in Default if Authority 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, Authority may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by Consultant of written notice from Authority. In such event, Consultant shall have no further rights hereunder; Authority shall have all other rights and remedies as provided by law.
7.3 Termination Without Cause. Either Authority or Consultant may terminate this Agreement at any time without the necessity of cause or 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 Authority. Authority shall furnish to Consultant such documents and materials as may be relevant and pertinent to the provision of Services hereunder as Authority may possess or acquire.
8.2 Ownership of Documents. All documents and materials furnished by the Authority to Consultant pursuant to Section 8. 1 hereof shall remain the property of the Authority and shall be returned to the Authority upon termination of this Agreement. All documents and materials prepared by Consultant hereunder shall become the property of the Authority at the time of payment to Consultant of all fees and expenses for their preparation, and shall be delivered to the Authority by Consultant at the request of the Authority. The documents and materials prepared by Consultant hereunder shall not be used by the Authority or others, except for the purpose for which they were intended. The Authority agrees not to associate Consultant's name with any documents or materials not prepared by Consultant.
Section 9. Miscellaneous Provisions.
9.1 Waiver. Inaction by Authority or Consultant with respect to a Default hereunder shall not be deemed to be a waiver of such Default. The waiver by either Authority 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 Authority 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 Authority
With copies to.
To Consultant:
City Clerk
200 S. Anaheim Boulevard, 2nd Floor
CityofAnaheim
Anaheim, California 92805
FAX No. (714) 765-4105
Director
Anaheim Housing Authority
201 S. Anaheim Boulevard, 10th Floor
Anaheim, California 92805
FAX No. (714) 765-4630
City Attorney
City ofAnaheim
200 S. Anaheim Boulevard, 3rd Floor
Anaheim, California 92805
FAX No. (714) 765-5123
University of Massachusetts Global
65 Enterprise, Suite 150
Aliso Viejo, CA 92656
Telephone No. : (949) 383-3303
Attention: Reagan Forlenzo
9.3 Relationship of Parties. Nothing contained herein shall be deemed or constmed by the Parties, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties, it being understood and agreed that Consultant is and will be at all times an independent contractor pursuant to this Agreement and shall not, in any way, be considered to be an officer, agent or employee of the City.
9.4 No Third Party Rights, The Parties intend that no rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.
9. 5 Non-LiabiIity of Members, Officials and Employees of the Authority. No member, official or employee of the Authority shall be personally liable to Consultant, or any successor in interest, in the event of any Default or breach by the Authority or for any amount which may become due to Consultant or Consultant's successors, or on any obligation under the terms of this Agreement. Consultant hereby waives and releases any claim Consultant may have against the members, officials or employees of the Authority with respect to any Default or breach by Authority or for any amount which may become due to Consultant or Consultant's successors, or any obligations under the terms of this Agreement. Consultant niakes such release with the full knowledge of Civil Code Section 1542 and hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil Code provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR."
9.6 Controlling Law. This Agreement shall be governed by and constmed in accordance with the laws of the State of California.
9.7 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.
9.8 Remedies Cumulative. The remedies given to Authority and Consultant herein shall be cumulative and are given without impairing any other rights given Authority or Consultant by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by Authority or Consultant shall not exclude the exercise of any other remedy.
9.9 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 affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
9.10 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 Authority and to the permitted successors and assigns of Consultant, and all references to "Authority" or "Consultant" shall be deemed to refer to and include all permitted successors and assigns of such Party.
9.11 Entire Agreement. This Agreement and the exhibits hereto contain the entire agreement of the Authority and the Consultant with respect to the matters covered hereby, and no agreement, statement or promise made by either Authority or Consultant which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended, modified or added except by an agreement in writing signed by Authority and Consultant.
9.12 Authority. Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and wan-ants the 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 accordance with its terms.
Consultant shall, at Authority's request, deliver a certified copy of its governing board's resolution or certificate authorizing or evidencing such execution. 10 9.13 Conflicts of Interest.
9. 13.1 No member, official or employee of the Authority 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 interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested.
9. 13.2 Consultant represents that neither it nor any of its officers, partners or employees has a financial interest, as defined in section 87103 of the Government Code, in the subject matter of this Agreement other than the right to receive payment from Authority services rendered.
9. 13.3 Consultant agrees that it shall not make, participate in making, nor in any way attempt to use its position as consultant to influence any decision of Authority in which Consultant knows, or has reason to know, that any of its officers, partners or employees has a financial interest as defined in Section 87103 of the Government Code.
9. 13.4 Consultant warrants that neither Consultant nor any of its officers, partners or employees, has any financial interest in any real property, building or stmcture within 2, 500 feet of the location of any project or assignment to which this Agreement may apply in the Authority of Anaheim. Consultant agrees to disclose to Authority any financial interest in such property as may be acquired by its officers, partners or employees during the term of this Agreement.
9. 13.5 In conformity with the conflict of interest code of Authority, Consultant or, if Consultant is a firm or corporation, each individual who will be performing work under this Agreement shall complete, under penalty of perjury, a Statement of Economic Interests (Form 700) and all required attachments and shall provide the originals thereof to the City Clerk. Copies of those completed forms and attachments shall be public records of City, to be kept and disclosed at the discretion of City and according to law. Consultant and individuals who will be performing work under this Agreement shall disclose pursuant to the broadest disclosure category unless the City Manager (or his or her designee) makes a written determination that the foregoing should be more limited. Such written determination should be made in the manner required by the City's Conflict of Interest Code.
9. 14 Time for Acceptance of Agreement by Authority. This Agreement, when executed by Consultant and delivered to Authority, must be authorized, executed and delivered by the City on or before forty-five (45) days after the execution and delivery by Consultant or this Agreement shall be void, except to the extent that Consultant and Authority shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement.
9. 15 Conflicts or Inconsistencies. It is further expressly agreed by and between the parties hereto that, should there be any conflict between the terms of this Agreement and any of the exhibits or attachments hereto, this Agreement shall control and nothing herein shall be considered as an acceptance of the said terms of said exhibits or attachments conflicting herewith.
SIGNATURES BEGIN ON NEXT PAGE
11 12
IN WITNESS WHEREOF, THE PA RTIES HAVE EXECUTED THIS
AGREEMENT ON THE RESPECTIVE DATES SET FORTH BELOW.
Dated:
"AUTHORITY"
ANAHEIM HOUSING AUTHORITY,
a public body, corporate and politic
By:
Grace Ruiz-Stepter
Director
ATTEST:
THERESA BASS, CITY CLERK
By:
APPROVED AS TO FORM:
CITY ATTORNEY
By:
Ryan O. Hodge
Deputy City Attorney
156834
Dated:
"CONSULTANT"
UNIVERSITY OF MASSACHUSETTS
GLOBAL, a California nonprofit
corporation
By:
David Andrews
Chancellor
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 tmthfulness,
accuracy, or validity of that document.
State of California
County of
date
, before me,
here insert name and title of the officer
personally appeared
here insert name(s) ofsigner(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instmment and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity/ies, and that by his/her/theu- signature(s) on the instmment the person(s), or the entity upon behalf of which person(s) acted, executed the instmment.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is tme and correct.
Witness my hand and official seal.
(Signature) (Seal)
EXHIBIT A
DESCRIPTION OF SERVICES
(To be attached)
Exhibit A
EXHIBIT A
Description of Services
1. Management Skills Building Workshops
Our workshops are generally designed to be delivered in two-four hours. The workshops include core content of the topic, discussions to enhance peer-to-peer learning and activities to practice new skills.
Workshops can be delivered in-person or virtuaLly on UMass Globat's Zoom platform. We recommend that sessions have no more than 25 participants to maintain a high level of interaction and ensure active participation.
Recommended workshops for HCD supervisory staff include:
. Leading with Emotional Intelligence
. How Leaders Can Build Trust and Avoid Breaking It
. 5 Key Skills You Need to Transition from Peer to Manager . 7 Effective Feedback Strategies to Increase Performance and Engagement . Leading Teams to High Performance
. Building Strong Teams: How to Prevent and Resolve the 5 Most Common Dysfunctions A list of our most popular workshop topics are outlined on page 9.
2. Core Strengths and SDI Assessment
The Core Strengths - Results Through Relationships program is a team training designed to provide insights about yourself and others using the SDI assessment through discussion and interactive exercises.
Teams participating in this program team how to:
. Communicate effectively with your teammates and clients so you can achieve mutually beneficial results
. Know your strengths and deploy them at the right time for the right reason for greater effectiveness
. Increase people's commitment to and responsibility for achieving shared outcomes . Assume a greater sense of ownership for producing results . Collaborate with members ofyourteamto makethe bestdecisionsforyourorganization . Create a Results Action Planner for a high-stakes situation you are facing right now The SDI Assessment measures:
. How you and others are driven/motivated
. Whatyour/others conflict triggers are and how you/others navigate conflict . The strengths you use to get results
. The strengths you overdo that can cause conflict with others/make you ineffective The assessment and interactive team exercises are designed to increase your Relationship Intelligence (RQ) with the insights to customize your approach and achieve better results with others.
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Description of Services
Each team member has access to the SDI platform for one year to receive personalized communication tips for working with colleagues. This enables team members to tailor their approach to custom-f it each person they work with in real time.
Personalized communication tips help to:
. Have productive meetings
. Know what to say (and what not to say) even if there's conflict . Understand how to approach difficult conversations
. Master multiple communication styles and build trust
3. Coaching
Coaching isa professional development strategy that helps leaders improve their leadership and management skills that align with the long-term goals of the organization. The objectives of coaching are to help clients achieve their goals, unlock their potential, and enhance their performance.
Coaching can help leaders:
. Set goals
. Develop strategies
. Understand themselves, their current competencies, how others perceive them, and their capabilities
. Improve their emotional intelligence and capacity to influence others . Process feedback
. Align with organizational objectives
There are numerous assessments used in coaching, each with its own merits based on the situation, and our coaches are welt versed in their best use. Our coaches will deploy an assessment early in the coaching engagement and debrief results with the employee.
A short description of those we offer most commonly is outlined below:
. Everything DiSC Workplace® Profile: This profile can be used by everyone in an organization, regardless of title or rote, to build more effective relationships, and improve the quality of the workplace. Everything DISC Workplace focuses on: discovering your DISC style, understanding other styles, and building more effective relationships, and it includes an optional people-reading module.
. SDI: Measures motives (when things are going well and when in conflict) and interpersonal strengths for working well with others, as well as overdone strengths. Benefit to Coaching:
able to communicate and motivate more strategically based on what drives that person; able to help the person being coached to choose and/or borrow the interpersonal strengths that would help them be most effective and get the desired results.
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Description of Services
. MBTI: Your natural preferences in these four areas sort you into one of 16 distinct MBTI personality types. Understanding these types gives you objective insight that you can use to enhance your professional and personal relationships, as well as your direction, focus, and choices.
. StrengthsFinder: There is no more effective way to empower people than to see each person in terms of his or her strengths. This assessment uncovers which talents you rely on to build relationships, think strategically, execute plans and influence others to accomplish goals.
. Thomas-Kilmann Conflict Mode Instrument: This instrument helps people understand how using different conflict management styles affects interpersonal and group dynamics, empowering them to choose the best approach for any situation.
Coaching Logistics:
All coaching is conducted virtually. The cadence of coaching sessions is every 2 weeks. This allows the coach to help with behavior change in real time, strategize next steps with the leader and put the plan into action. Please note: any session canceled with less than 24-hours'notice will be billed.
Outcome Reporting:
During and following coaching we will conduct evaluations with the participants, coaches, and HCD stakeholders. Please note that due to the highly confidential nature of coaching, generalthemes will be presented, but details will not be disclosed.
4. Employee Survey
Survey Design and Delivery:
. Relaunch the validated employee survey from February 2025. We recommend deploying the survey in February 2026.
. The survey contains three sections:
o Quantitative statements grouped dimensions of organizational culture o Cultural Descriptors, customized to your values, that measure the current state of the department and future desired state
o Qualitative (open-ended) questions to capture the employees' stories, feedback and suggestions
o We collect both types of data because the stories support the numbers and the numbers support the stories. This adds to the validity of the data . Hosted on UMass Global's secure SurveyMonkey platform. Employees tend to share their more deeply and provide honest feedback when the survey is collected by a neutral third party. Responses are anonymous. ALL employees receive the same survey link. . The sun/ey hosting period is 2 weeks
. Response rates provided every 2 business days
Reporting and Presentation of Results:
. Survey results will be delivered within 2 weeks of survey close . We wilt deliver two sets of reports and presentations: one for Housing Choice Voucher Program and one with the combined data from the other four HCD divisions. o Findings Report: explains the results and highlights areas of strength as well as areas that may need additional attention. It includes results from the quantitative data, insights from the Cultural Descriptors (values) section, and themes from the
EXHIBITA
Description of Services
qualitative (open-ended) questions. We conduct a thematic analysis of the qualitative data and interpret those results. We do not provide employee feedback verbatim. We will provide high-level recommendations for inter/entions to close gaps and achieve strategic results. This will include comparison data from the 2025 survey to show the ROI of interventions.
o Powerpoint presentation of results that can be shared on both the leadership and employee levels. This will include comparison data from the 2025 survey to show the ROI of interventions.
o Virtual presentation of results to your leadership team o Virtual presentation of results to the employees. This will include comparison data from the 2025 survey to show the ROI of interventions. We strongly recommend presenting the results to the employees to show transparency and the commitment to continuous improvement.
Dimensions of Organizational Culture and Elements Measured:
Q Vision and mission
Q Leadership effectiveness
a Trust
Ql Collaboration
LI Inter/lntra relationships
Q Community
a Trust
1-1 Conflict
a Feedback, having a voice
a Information sharing
a Trust in information
Q Technology and training
a Processes, systems, tools and structure
Q Change and level of bureaucracy
a Authority levels, contributions
a Accountability and expectations
a Decision making process
a Belonging
1-1 Level of financial comprehension and impact on the department Leadership
Relationships
Communication
Infrastructure
Employee Engagement
Finance
Cultural Descriptors
General Climate
a Organizationalvalues list
a Open-ended questions that capture the stories, operational improvements and general suggestions from the employees
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Description of Services
5. Leadership Development Program
This program is designed for both emerging and experienced leaders who want practical and proven tools to build leadership capacity, improve employee performance, increase team effectiveness, and enhance organizational productivity. Participants work in classroom "learning teams" to build accountability and collaboration as well as to develop and implement an Individual Development Plan. New knowledge and skills are applied to specific leadership challenges, based on actual workplace issues or situations, and the results are presented during a Capstone event.
We have found that 4-hour modular block sessions delivered once per week for 10 weeks are optimal to facilitate learning and provides enough time to implement the tools and strategies back in the workplace without losing too much time between sessions during this spaced learning, Recommended topics for higher-level leaders:
1. Setf-Management
2. Emotional Intelligence
3. Interpersonal Communication
4. Team Development
5. Conflict Resolution
6. Employee Engagement
7. Coaching for Leaders
8. Delegating Effectively
9. Leading Change
10. Servant Leadership
11. Capstone - IDP Presentations
Recommended topics for new managers/supen/isors:
1. Self-Management
2. Emotional Intelligence
3. Peer to Manager Transition
4. Interpersonal Communication
5. Conflict Resolution
6. Team Development
7. Delegation & Time Management
8. Employee Engagement
9. Feedback and Accountability
10. Coaching for Leaders
11. Capstone - IDP Presentations
We can add, subtract, or substitute topics based on the development needs of your employees We also recommend pre-work for each topic. Pre-work usually takes 10-15 minutes to complete and can include videos, such as a TED Talk on the topic, a brief reading selection or individual activity. Pre-work allows the participant time to mentally prepare and start formulating thoughts around the next topic.
Reinforcement: We recognize that workforce development must be integrated into the everyday work of the participants since it is only successful if the participants apply the learning. We incorporate Individual Development Plans (IDP) into the curriculum. Our clients have the option of providing business challenges, which are the basis for the IDP, or participants select and describe a leadership challenge based on a specific situation or recurring issue in their workplace and list specific and measurable outcomes to gauge
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Description of Services
success. After each session, participants record key tools, tips, and techniques, based on what they learned in class, and develop action plans to accomplish goals that have been previously identified as part of their Individual Development Plan,
Participants are organized into learning teams for support and accountability during the program. This collaborative conversation takes place in class, at the end of each session. Learning team members report their key takeaways from the class session, identify action plans for the current week, and report on the progress of previous week's action plans.
The program culminates with Capstone presentations. Participants provide a five-seven-minute verbal presentation that summarizes the results of the Individual Development Plan during a Capstone as the last session of the program. We have found the IDP an extremely powerful tool that solidifies learning gained in the classroom and contributes to real work being accomplished back in the workplace.
We make training relevant for our clients by customizing our topics with case studies/ examples, and discussion questions unique to the organization. This authentic customization both in structure and content is one of the things that sets us apart from other training organizations,
EXHIBIT B
SCHEDULE OF COMPENSATION
(To be attached)
Exhibit B
Professional Services
1. Management Skills
Building Workshops
2. Core Strengths -
Results Through
Relationships
Program
3. Coaching Package
Coaching Session
4. Employee Survey
Project
5. 45-hour Custom
Leadership
Development
Program
IDP Review
Program Manual
Additional Program
Materials1
Post training
evaluations, attendance
roster
Certificate of
completion
EXHIBIT B
Schedule of Compensation
Description
. $600 per hour for in-person session (minimum
of 2 hours)
. $550 per hour for live, virtual session, held via
UMass Global Zoom platform
. Maximum of 25 participants
. Includes participant workbook
. Topics listed on page 9
. Core Strengths - Results Through
Relationships Program: 6 hours, in-person
. Maximum of 25 participants
. SDI assessment $140 per assessment
. SDI assessment administration and review
team results
. SDI online assessment and access to the SDI
platform for 1 year
. Five, 1-hour virtual sessions per identified team
member
* Coaching is conducted virtually
. Coaching cadence is every two weeks over three
months
. Assessment is billed at cost ($40-$140 depending
on assessment)
. 1-hour virtual sessions
. As described above
. 1-hour virtual Kick Off meeting
. Ten, 4-hour in-person learning sessions
. 4-hour Capstone
. Maximum of 25 participants
. Class sessions facilitated by Extended Education
instructors
. UMass Global reviews each IDP and makes
specific recommendations to the participant
. PDF manual per topic for participants to print
. Self-Management: Everything Workplace DiSC
. Emotional Intelligence: Emotional Intelligence 2.0
. Conflict Resolution: Thomas Kilmann Conflict
Mode Instrument
. Copies of attendance roster and evaluation
summaries are provided to client
Total Program Fee
$600 per hour
in-person
$550 per hour
virtual
$4,800+$140 per
assessment
$1,750 per person
+ assessment
$350 per session
$9,600
$24, 750
Included
Included
At Cost: Estimated
at $111 per
person
Included
IncludedUniversity of Massachusetts Global certificate
issued at time of completion and earn 4. 5 CEUs
Program Total (plus additional program materials per person): $24, 750