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ORIGINAL
CALIFORNIANSFORALL YOUTH SERVICE CORPS GRANT
AGREEMENT
CaliforniansForAll Youth Service Corps Program)
By and Between the
CITY OF ANAHEIM
and
ORANGE COUNTY CONSERVATION CORPS
TABLE OF CONTENTS
Section1. Definitions............................................................................................................... 2 Section2. Subgrant.................................................................................................................. 3
2. 1 Amount of Subgrant................................................................................................ 3
2. 2 Maximum Amount of Subgrant.............................................................................. 3
2. 3 Disbursement of Subgrant Proceeds....................................................................... 3
2. 4 Conditions Precedent to Disbursement................................................................... 4
2. 5 Fiscal Limitations.................................................................................................... 4
2. 6 ProgramsUtilizing Multiple Funding Sources....................................................... 4
2. 7 Use of State Funds.................................................................................................. 5 Section 3. Subrecipient' s Services........................................................................................... 5
3. 1 Scope of Services.................................................................................................... 5
3. 2 Notices to Proceed.................................................................................................. 5
3. 3 Time for Performance............................................................................................. 5
3. 4 Subrecipient' s Proposal.......................................................................................... 5
3. 5 Compliance with Law............................................................................................. 5
3. 6 Licenses, Permits, Fees and Assessments............................................................... 5
3. 7 Nondiscrimination................................................................................................... 6
3. 8 Familiarity with Work............................................................................................. 6
3. 9 Inspection................................................................................................................ 6 Section4. Term........................................................................................................................ 6 Section 5. Coordination of Services......................................................................................... 6
5. 1 City' s Representative ........................ 6
5. 2 Subrecipient' s Representative ........................
5. 3 Prohibition Against Subcontracting andAssignments ........................................... 7
5. 4 Independent Subrecipient........................................................................................ 7 Section 6. Insurance and Indemnification................................................................................ 7
6. 1 Insurance................................................................................................................ 7
6. 2 Indemnification....................................................................................................... 9 Section 7. Enforcement of Agreement..................................................................................... 9
7. 1 Events of Default.................................................................................................... 9
7. 2 Immediate Termination for Subrecipient' s Default .............................................. 10
7. 3 Termination Without Cause.................................................................................. 10
7. 4 Attorneys' Fees..................................................................................................... 10 Section 8. Use and Ownership of Documents andData ........................................................ 10
8. 1 Data to be Furnished by City ................... .......... 10
8. 2 Ownership of Documents..................................................................................... 10 Section 9. Records, Reports and Audits................................................................................. 10
9. 1 Records and Reports; Retention of Records........................................................ 10
9. 2 Monitoring......................................................................................... ....... 11 Section 10. Miscellaneous Provisions...................................................................................... 11
10. 1 Waiver................................................................................................................... 11 i
10. 2 Notices.................................................................................................................. 11
10. 3 Relationship of Parties ............................. ............... 12
10. 4 No Third Party Rights........................................................................................... 12
10. 5 Non -Liability of Members, Officials andEmployees of the City ........................ 12
10. 6 Controlling Law.................................................................................................... 12
10. 7 Time of the Essence.............................................................................................. 12
10. 8 Remedies Cumulative........................................................................................... 12
10. 9 Effect of Invalidity................................................................................................ 13
10. 10 Successors and Assigns......................................................................................... 13
10. 11 Entire Agreement................................................................................................. 13
10.12 Authority.................................................................................................... .. 13
10. 13 Conflicts of Interest............................................................................................... 13
10.14 Time for Acceptance of Agreement by City ......................................................... 13
EXHIBITS
Exhibit A Work Plan Summary
11 CALIFORNIANSFORALL YOUTH SERVICE CORPS GRANT
AGREEMENT
CaliforniansForAll Youth Service Corps Program)
This CALIFORNIANSFORALL YOUTH SERVICE CORPS GRANT AGREEMENT ( this Agreement"), dated for purposesof identification only as of September1, 2024 (the " Date of Agreement"), is made andenteredinto by and between the
CITY OF ANAHEIM, a municipal corporation and charter city (the "City"), A
N
D
ORANGE COUNTY CONSERVATION CORPS, a California non-profit corporation ( the Subrecipient").
RECITALS
A. Authorized through the federal Serve America Act ( 2009) and Executive Order S- 24- 06, California Volunteers is the State Service Commission for California, and is responsible for administeringtheCaliforniansForAllServiceCorpsProgram, which is a partnership between the State of California and local governments to help underservedyouth find employment; and
B. As included in Governor Newsom' s 2023/ 2024 budget, the CalifomiansForAll Youth Service Corps Programincludes $58,459,459 for youth workforce development in the 13 largest cities in California; and
C. As one of the 13 largest cities in California, Anaheim was invited to submit an application for CaliforniansForAll Youth Service Corps Grant funds ( the " Grant") to increaseyouth employment, develop youth interest in and experiencetowards a career, and to strengthen city capacity to addresskey areasof climate, food insecurity, education and local public service; and
D. Anaheim has been allocated up to $ 1, 822, 753 for the CalifomiansForAll Youth Service Corps Program; and
E. Subrecipient is a Qualified Subrecipient; and
F. The City and Subrecipient (each, a "Party" andjointly, the "Parties") desire to enter into this Agreement so that Subrecipient may receive a subgrant of the proceeds of the CaliforniansForAll Youth Service Corps Grant ( hereinafter defined as the " Subgrant") in consideration for Subrecipient's participation in the City' s CaliforniansForAll Youth ServiceCorps Program andprovision of servicesto Qualified Participantsupon the request of the City.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES,
COVENANTS AND CONDITIONS CONTAINED HEREIN, THE CITY AND THE SUBRECIPIENT AGREE AS FOLLOWS:
Section 1. Definitions.
Thefollowing capitalizedtermsusedin thisAgreementshallhavethefollowing meanings:
Agreement" means this CaliforniansForAll Youth Service Corps Grant Agreement by and betweenthe City and the Subrecipient.
California Volunteers" means the State Service Commission for California.
City" is defined in the initial paragraph of this Agreement and includes any assigneeof or successorto the rights, powers and responsibilities of the City. The Workforce Development Managerof the Workforce DevelopmentDivision of the City of Anaheim, or his designee, hereinafter defined as the " City' s Representative") shall represent the City in all matters pertaining to this Agreement. Whenever a reference is made herein to an action or approval to be undertakenby theCity, theCity'sRepresentativeis authorizedto actonbehalfof theCity unless this Agreement specifically provides otherwise or the context should otherwise require.
City' sRepresentative" meanstheWorkforceDevelopmentManagerof theCity'sHousingand Community Development Department.
City' s CaliforniansForAll Youth Service Corps Program" is defined in Recital A hereof.
CaliforniansForAll Youth Service Corps Grant" is defined in Recital C hereof Conditions to Disbursement" is defined in Section 2. 3 hereof.
Date of Agreement" is defined in the initial paragraphof this Agreement.
Default" is defined in Section 7. 1 hereof.
Maximum Amount of Subgrant" means $ 700, 000. 00.
Notice to Proceed" means a written notice from the City which ( i) approvesthe Curriculum for Participants, if required by City, ( ii) establishesthe maximum number of Qualified Participants for which theSubrecipientmayreceiveSubgrantProceedsand (iii) notifiestheSubrecipientthat the Subrecipient may proceed to provide Subrecipient's Services to a particular Qualified Participant.
Parties" is defined in Recital H hereof.
Qualified Participants" means, generally, personsparticipating in the City' s CaliforniansForAll Youth Service Corps Program.
2 Qualified Subrecipient" is defined in Recital F hereof.
Schedule of Compensation" means the description of the terms of compensation which is set forth in the Work Plan Summary.
Scope of Work" means the description of the Subrecipient' s Services which is set forth in the Work Plan Summary.
Subgrant" is defined in Section 2. 1 hereof.
Subgrant Proceeds" meansthe proceedsof the Subgrant.
Subrecipient" is defined in the initial paragraph of this Agreement. The Subrecipient' s Representativeshall representSubrecipientin all matterspertaining to this Agreement. Whenever a reference is made herein to an action or approval to be undertaken by Subrecipient, the Subrecipient' s Representative is authorized to act on behalf of Subrecipient unless this Agreement specifically provides otherwise or the context should otherwise require.
Subrecipient' s Representative" means Katharyn Muniz.
Subrecipient' s Services" meansthe servicesprovided by Subrecipient to Qualified Participants in connection with Subrecipient's participation in the City' s CaliforniansForAll Youth Service Corps Program pursuant to this Agreement and includes, but is not limited to, theprovision of the services set forth in the Scope of Work.
Term" is defined in Section 4 hereof.
Term Expiration Date" means December 31, 2025.
Work Plan Summary" meansthe summary attachedheretoasExhibit A andincorporatedherein by this reference.
Workplace" means the place where the Subrecipient provides Subrecipient' s Services to Qualified Participants.
Section 2. Subgrant.
2. 1 Amount of Subgrant. Upon satisfaction of the Conditions to Disbursement, the City agrees to grant to Subrecipient proceeds of the CaliforniansForAll Youth Service Corps Grant in the amounts set forth in the Scheduleof Compensation (collectively, the " Subgrant"), subject to all of the terms, covenants and conditions of this Agreement.
2. 2 Maximum Amount of Subgrant. In no event shall the aggregate amount of the Subgrant Proceeds distributed to Subrecipient over the Term of this Agreement exceed the Maximum Amount of Subgrant.
2. 3 Disbursement of Subgrant Proceeds. Upon satisfaction of the Conditions to Disbursementor written waiver thereof by the City, the City shall distribute the SubgrantProceeds in monthly or quarterly installments, as requested by Subrecipient, in arrears, in order to compensate Subrecipient for the provision of Subrecipient' s Services under this Agreement.
Requestsfor disbursementsby Subrecipientshall be madeby Subrecipient sendingto the City, not more frequently than monthly nor less frequently than quarterly, a detailed invoice in a form specified andapproved by the City.
2. 4 Conditions Precedent to Disbursement. Subrecipientagreesfurther that the City shall not be obligated to make any disbursement of the Subgrant Proceeds unless and until Subrecipient has fulfilled all of the City' s customary conditions for disbursement of Subgrant Proceeds under the City' s CaliforniansForAll Youth Service Corps Program ( the " Conditions to Disbursement"). Such conditions include, for purposes of guidance and illustration, but are not limited to, the following:
A. The City shall have received all insurance certificates required by it pursuant to and in accordance with Section 6. 1 of this Agreement.
B. The City shall have received evidence that ( i) Subrecipient has the power to enter into this Agreement, ( ii) all documentsexecutedby Subrecipient pertaining to this Agreement are valid andbinding obligations of Subrecipient, enforceableaccordingto their termsand (iii) the officers and agents executing such documents are duly empowered and authorized to execute them on behalf of Subrecipient.
C. The City shall have received copies of any and all licenses, permits, notices, and certificates required by the City pursuantto and in accordancewith Section3.6 of this Agreement.
D. The City shall have issuedNotices to Proceedfor eachQualified Participant.
The City' s Representative may waive or modify in writing any of the Conditions to Disbursement of the Subgrant Proceeds.
2. 5 Fiscal Limitations. The State of California, through California Volunteers, may in the future place programmatic or fiscal limitations on CaliforniansForAll Youth Service Corps Grant not presently anticipated. Accordingly, the City reservesthe right to revise this Agreement in order to take account of such actions. In the event of funding reduction, the City may reduce the budget for this Agreement asa whole or may limit the rateby which Subrecipientreceivesthe Subgrantfor providing Subrecipient's Servicesto Qualified Participants. If California Volunteers directsthe City to implement a reduction in. funding, the City' sRepresentativemay actfor theCity in implementing and effecting• such a reduction and in revising the Agreement for suchpurpose.
Where the City' s Representative has reasonable grounds to question the fiscal accountability, financial soundness, or compliance with this Agreement of Subrecipient, the City' sRepresentative may act for the City in suspendingthe operation of this Agreement for up to sixty (60) daysupon three (3) days' notice to Subrecipient of the City' s intention to so act, pending an audit or other resolution of suchquestions.
2. 6 Programs Utilizing Multiple Funding Sources. For programs in which there are sources of funds in addition to CaliforniansForAll Youth Service Corps Grant funds, Subrecipient shall provide proof of such funding. The City shall not pay for any services provided by Subrecipientwhich are funded by other sources. All restrictions and/or requirementsprovided for in this Agreementrelative to accounting, budgetingand reporting apply to the total program regardlessof funding sources.
2. 7 Use of State Funds. Subrecipient acknowledges and agrees that the Subgrant is fundedfrom CalifomiansForAllYouth ServiceCorpsGrantfundsallocatedto theCityby theState of California through California Volunteers.
Section 3. Subrecipient' s Services.
3. 1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, Subrecipient shall provide the Subrecipient's Services, as authorized by the City' s Representative. SubrecipientrepresentsandwarrantsthatSubrecipient's Servicestobeprovided hereundershallbeperformedin acompetent, professionalandsatisfactorymannerin accordance with the City' s CaliforniansForAll Youth Service Corps Program.
3. 2 Notices to Proceed. Subrecipientacknowledgesand agreesthat City shall request thatSubrecipientprovidetheSubrecipient's Servicesonan "asrequested" basisandthatCity does not guaranty a minimum number of Qualified Participants for whom Subrecipient' s Services shall be requested and required under this Agreement. Subrecipient acknowledges and agrees that Subrecipient shall not commence to provide Subrecipient's Services to a particular Qualified Participanthereunderunlessanduntil Subrecipientreceivesa Notice to Proceedfrom the City authorizing the provision of Subrecipient's Services to that particular Qualified Participant.
Subrecipient further acknowledges and agrees that this Agreement and any request for the provision of serviceshereunderis nonexclusive andthat the City may enterinto similar agreements with other entities for the provision of similar services.
3. 3 Time for Performance. Time is of the essence in the performance of this Agreement. Subrecipient shall perform and complete all of Subrecipient's Servicesin a timely and expeditious manner.
Subrecipient shall not be responsible for delays caused by circumstancesbeyond its reasonablecontrol, provided that Subrecipienthasdelivered to the City written notice of the cause of any such delay within ten (10) days of the occurrenceof such cause.
3. 4 Subrecipient' s Proposal. The Scope of work shall include the Subrecipient' s proposalor bid, if any, which shallbe incorporatedhereinby this referenceasthoughfully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
3. 5 Compliance with Law. Subrecipient's Services shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulationsandlawsof theCity andanyFederal, Stateor local governmental agencyof competentjurisdiction.
3. 6 Licenses, Permits, Fees and Assessments. Subrecipient shall obtain, at Subrecipient's sole cost and expense, such licenses, permits and approvalsasmay be required by law for the performance of Subrecipient's Services. Subrecipient shall have the soleobligation to pay for any fees, assessmentsandtaxes, plus applicablepenaltiesandinterest, which may be 5 imposed by law andwhich arisefrom or arenecessaryfor theperformance of the servicesrequired by this Agreement.
3. 7 Nondiscrimination. Subrecipientagreesnot to discriminateagainstanypersonor classof personsby reasonof sex, color, race, creed, religion, maritalstatus, handicap, ancestryor nationaloriginin its provisionof Subrecipient's Services. To theextentthis Agreementprovides that Subrecipientoffer accommodationsor servicesto thepublic, suchaccommodationsor services shall be offered by Subrecipient to the public on fair andreasonableterms.
3. 8 Familiarity with Work. By executing this Agreement, Subrecipient represents and warrants that Subrecipient ( 1) has thoroughly investigated and considered Subrecipient's Services to be performed, ( ii) has carefully considered how Subrecipient's Servicesshould be provided and ( iii) fully understandsthe facilities, difficulties and restrictions attendingthe provisionof Subrecipient's Servicesunderthis Agreement. ShouldtheSubrecipientdiscoverany latent or unknown conditions materially differing from those inherent in the provision of Subrecipient's Servicesor asrepresentedby theCity, Subrecipientshallimmediatelyinform the City of such fact and shall not proceed exceptat Subrecipient's risk until written instructions are received from the City.
3. 9 Inspection. The City and California Volunteers and their agents and representativesshall have the right at any reasonabletime to observe the provision of Subrecipient' s Services. The City is under no duty to supervise the provision of Subrecipient's Services. Any inspectionor examinationby the City is for the solepurposeof protectingand preservingtheCity' srightsunderthisAgreement. No defaultof Subrecipientshallbewaivedby any inspection by the City. In no event shall any inspection by the City be a representationthat there has been or will be compliance with this Agreement or that Subrecipient is in compliance with any federal, state and local laws, ordinances, regulations and directives applicable to the performance of this Agreement or the provision of Subrecipient's Services. Subrecipient shall make or causeto be made such other independent inspections as Subrecipient may desire for Subrecipient's own protection.
Section 4. Term. This Agreement shall be for a term ( the " Term") commencing on the Date of Agreement and terminating on the Term Expiration Date, subject to earlier termination as provided in Subsection 6. 1.4 or Section 7 hereof.
Section 5. Coordination of Services.
5. 1 City' s Representative. The City's RepresentativeshallrepresenttheCity 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' s Representativeis authorized to act unless this Agreement specifically provides otherwise or the context should otherwise require.
5. 2 Subrecipient' s Representative. Subrecipient' s Representative shall represent the Subrecipient in all matters pertaining to this Agreement. Subrecipient' s Representative is authorizedto act on Subrecipient's behalfwith respectto the servicesandwork to beprovided hereunder and make all decisions in connection therewith. 0 It is expresslyunderstoodthattheexperience, knowledge, capabilityandreputationof the foregoing principal are a substantialinducementfor the City to enter into this Agreement.
Therefore, the foregoing principal shall be responsible during the Term of this Agreement for directing all activitiesof Subrecipientand devotingsufficienttime to personallysupervisethe provision of Subrecipient's Serviceshereunder. The foregoingprincipal maynot bechangedby Subrecipient andno other personnel may be assignedto supervisethe Subrecipient's Servicesto beprovidedhereunderwithout theexpresswrittenconsentof theCity.
5. 3 Prohibition Against Subcontracting and Assignments. Neither the whole nor any interest in, nor any of the rights or privileges grantedunder this Agreement shall beassignable or transferableor enciunberedin anyway without the prior written consentof City. Any such purportedassignment, transfer, encumbrance, pledge, subuse, or permissiongivenwithout such consent shall be void as to City. This is a personal services contract and the Subrecipientwas chosen on the basis of characteristics unique to the Subrecipient. City shall have the right to unreasonably or arbitrarily withhold its consent to any such assignment, transfer, encumbrance, pledge, subuse, or permission.
5. 4 Independent Subrecipient. Subrecipient and any agent or employee of Subrecipientshallactin anindependentcapacityandnot asofficersor employeesof City. City assumesno liability for Subrecipient's actionsandperformance, nor assumesresponsibilityfor taxes, bonds, payments, or other commitments, implied, or explicit, by or for Subrecipient.
Subrecipientshall not haveauthority to act as an agenton behalf of City unlessspecifically authorized to do so in writing. Subrecipient acknowledges that it is aware that because it is an independentsubrecipient, City is makingno deductionfrom anyamountpaid to Subrecipientand is not contributingto anyfundonits behalf. Subrecipientdisclaimstheright to anyfeeorbenefits except as expresslyprovided for in this Agreement.
As respectsall actsor omissionsof Subrecipientrelatingto Subrecipient's responsibility for taxes, bonds, payments, or othercommitments, implied, or explicit, by or for Subrecipient, the Subrecipient agreesto indemnify, defend (at the City' s option), and hold harmless the City, its officers, agents, employees, representatives, andvolunteers from and against any and all claims, demands, defensecosts, liability, or consequentialdamagesof anykind or naturearisingoutof or in connection with the Subrecipient'sperformance or failure to perform under this Section.
Section 6. Insurance and Indemnification.
6. 1 Insurance. Without limiting City's right to indemnification, it is agreedthat Contractor shall secureprior to commencing any activities under this Agreement, andmaintain during the Term of this Agreement, insurance coverage as set forth in this Section 6. 1.
6. 1. 1 Required Insurance Coverage. Contractor shall secure and maintain the following insurancecoverage:
a) Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount of not less than One Million Dollars 1,000,000.00) per occurrence/accident/illness/injury; and 7 b) Comprehensive General Liability Insurance, or Commercial General Liability Insurance, includingcoveragefor PremisesandOperations, ContractualLiability, Personal Injury Liability, Products/Completed Operations Liability, Broad -Form Property Damage, Independent Contractor's Liability and Fire Damage Legal Liability, in an amount of not less than One Million Dollars ($ 1,000,000.00) per occurrence, combined single limit, written on an occurrence form; and c) ComprehensiveAutomobile Liability coverage, including - as applicable - owned, non - owned and hired autos, in an amount of not less than One Million Dollars 1,000,000.00) per occurrence, combined single limit, written on an occurrence form.
The City' s Representative, with the consent of the City' s Risk Manager, is hereby authorized to reduce the requirements set forth above in the event he determines that such reduction is in City' s best interest.
6. 1. 2 Required Clausesin Policies. Each policy of generalliability insurance andautomobileinsurancerequiredby thisAgreementshallcontainthefollowing clauses:
Written notice of cancellation shall be delivered to the City Clerk of the City of Anaheim, 200 S. Anaheim Boulevard, Anaheim, CA 92805 in accordance with the policy provisions."
It is agreedthat any insurancemaintained by the City of Anaheim shall apply in excessof and not contribute with insuranceprovided by this policy."
The City of Anaheim, its officials, agents, employees,
representatives, 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." Contractorherebyagreesto waivesubrogationwhich any insurerof the Contractormay acquire from the Contractor by virtue of the payment of any loss. If requestedby City, Contractor agreesto obtain and deliver to City an endorsementfrom Contractor's generalliability and automobile liability insurance insurer to effect this waiver of subrogation.
6. 1. 3 RequiredCertificatesandEndorsements. Priorto commencementof any work under this Agreement, the Contractor shall deliver to City ( i) insurancecertificates confirming the existenceof the insurancerequired by this Agreement, and including the applicable 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 anauthorizedrepresentativeof theinsurancecompanyandshallincludethesignator's company affiliation andtitle. Should it be deemednecessaryby City, it shall be the Contractor's responsibility to seethat City receivesdocumentation, acceptableto City, which sustainsthat the individual signingsuchendorsementsis indeedauthorizedto do soby theinsurancecompany.
Also, City reserves the right at any time to demand, and to receive within a reasonable time N.
period, certifiedcopiesof anyinsurancepoliciesrequiredunderthisAgreement, including endorsementseffecting the coveragerequired by thesespecifications.
6. 1.4 Remediesfor DefaultsRe: Insurance. In additionto anyotherremedies Citymayhaveif theContractorfailstoprovideormaintainanyinsurancepoliciesorpolicy endorsementsto the extent andwithin the time herein required, City may, at its soleoption:
a)
Obtainsuchinsuranceanddeductandretaintheamountof thepremiumfor such insurance from any sums due under this Agreement;
b) Orderthe Contractorto stopwork underthis Agreementand/or withholdany payment( s) which become due to the Contractor hereunder until the Contractor demonstrates compliance with the requirements hereof;
c) Terminate this Agreement.
Exerciseof anyof theaboveremedies, however, is analternativeto otherremediesCity may have and is not the exclusive remedy for the Contractor's failure to maintain insuranceor secure appropriate endorsements.
Nothinghereincontainedshallbeconstruedaslimiting in anyway theextentto whichthe Contractormaybeheldresponsibleforpaymentofdamagestopersonsorpropertyresultingfrom the Contractor' sor its subcontractor'sperformance of Contractor's Servicesunder this Agreement.
6. 2 Indemnification. As respectsacts, errorsor omissionsin theperformanceof Contractor's Servicesunderthis Agreement, theContractoragreesto indemnifyandhold harmless the City, its officers, agents, employees, representatives and volunteers from and againstanyandall claims, demands, defensecosts, liability or consequentialdamagesof any kindornaturearisingdirectlyoutof theContractor'sacts, errorsoromissionsin theperformance of Contractor' s Services under the terms of this Agreement.
Section 7. Enforcement of Agreement.
7. 1 Events of Default. For purposesof this Section 7, the word " Default" shall mean thefailureof Subrecipienttoperformanyof Subrecipient'sdutiesorobligationsorthebreachby Subrecipient of any of the terms and conditions set forth in this Agreement. In addition, Subrecipient shall be deemedto be in Default upon Subrecipient's (i) application for, consentto, or sufferingof, theappointmentof a receiver, trusteeor liquidatorfor all or a substantialportion of its assets, ( ii) making a general assignment for the benefit of creditors, (iii) being adjudged bankrupt, (iv) filing avoluntarypetitionorsufferinganinvoluntarypetitionunderanybankruptcy, arrangement, reorganizationor insolvencylaw (unlessin thecaseof aninvoluntarypetition, the sameis dismissedwithinthirty (30) daysof suchfiling) or (v) sufferingorpermittingtocontinue unstayedandin effectfor fifteen (15) consecutivedaysanyattachment, levy, executionor seizure of all or a substantialportion of Subrecipient' s assetsor of Subrecipient' s interestshereunder.
City shallnotbedeemedto bein Defaultin theperformanceof anyobligationrequiredto beperformedby City hereunderunlessanduntil City hasfailed to performsuchobligationfor a periodofthirty (30) daysafterreceiptofwrittennoticefromSubrecipientspecifyinginreasonable 6 detail the natureandextentof any suchfailure; provided, however, that if the natureof City's obligation is suchthat more than thirty ( 30) days are required for its performance, then City shall not bedeemedto bein Default if City shall commenceto cure suchperformance within suchthirty 30) day period and thereafter diligently prosecutethe sameto completion.
7. 2 Immediate Termination for Subrecipient' sDefault. In the event of any Default by Subrecipient, City may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by Subrecipient of written notice from City. In such event, Subrecipientshallhaveno furtherrightshereunder; City shallhaveall otherrights andremedies as provided by law.
7. 3 Termination Without Cause. Either City or Subrecipient may terminate this Agreementatanytimewithoutthenecessityof causeor Defaultby theotherPartyby givingthirty 30) days' notice in writing to the other Party. In such event, the Parties shall have no further rights hereunder, except that Subrecipient shall be paid for Subrecipient's Services rendered and completed prior to suchtermination.
7. 4 Attorneys' Fees. City and Subrecipient agree that in the event of litigation to enforce this Agreement or terms, provisions and conditions contained herein, to terminate this Agreement, or to collect damagesfor a Default hereunder, the prevailing party shall be entitled to all costs and expenses, including reasonable attorneys' fees, incurred in connection with such litigation.
Section 8. Use and Ownership of Documents and Data.
8. 1 Data to be Furnished by City. City shall furnish to Subrecipient such documents andmaterialsasmayberelevantandpertinenttotheprovisionof serviceshereunderasCity may possess or acquire.
8. 2 Ownership of Documents. All documents andmaterials furnished by the City to Subrecipient pursuant to Section 8.1 hereof shall remain the property of the City and shall be returnedto theCity uponterminationof this Agreement. All documentsandmaterialsprepared by Subrecipient hereunder shall become the property of the City at the time of payment to Subrecipientof all feesandexpensesfor their preparation, andshallbedeliveredto the City by Subrecipient at the request of the City. The documents and materials prepared by Subrecipient hereundershall not be usedby the City or others, exceptfor thepurposefor which they were intended. TheCity agreesnotto associateSubrecipient'snamewith anydocumentsor materials not preparedby Subrecipient.
Section 9. Records, Reports and Audits.
9. 1 Records and Reports; Retention of Records. Subrecipient shall prepare and submit financial, program progress, monitoring, evaluation, personnel, property and financial recordsandotherreportsasrequiredby theCity andin theformatacceptableto theCity to assure proper accounting of all CaliforniansForAll Youth Service Corps Grant funds. Subrecipient shall furnish such information which, in thejudgment of the City' s Representative, may be relevant to questionsof compliancewith contractualconditionshereunderor grantingagencydirectives, or with the effectiveness, legality and goals of the City' s CaliforniansForAll Youth Service Corps 10 Program. Subrecipient shall retain all records and reports required under this Sectionfor a period of three ( 3) years after the termination of this Agreement.
9. 2 Monitoring. TheCity mayconductperiodicprogrammonitoringreviews. These reviews will focus on the extent to which the planned program has been implemented and measurablegoals achieved, effectiveness of program management, and impact of the program.
Authorized representativesof the City and California Volunteers shall have the right of accessto all activities and facilities operatedby Subrecipient in connection with this Agreement. Facilities include all files, records, and other documents related to the performance of this Agreement.
Activities include attendanceat all pertinentstaff, boardof directors, advisorycommittee, and advisory board meetings and inspection by the City andCalifornia Volunteers. Subrecipient shall ensurethat its employees and board membersfurnish such information as, in thejudgment of the City or California Volunteers, may be relevant to the question of compliance with contractual conditions, or the effectiveness, legality, and achievements of the City' s CaliforniansForAll Youth Service Corps Program.
Section 10. Miscellaneous Provisions.
10. 1 Waiver. Inaction by City or Subrecipientwith respectto a Default hereundershall notbe deemedto be a waiverof suchDefault. Thewaiverby eitherCity or Subrecipientof any Default hereundershall not be deemedto be a waiver of any subsequentDefault.
10. 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 Subrecipientto the other shallbedeemedto havebeengivenwhenin writing andpersonallydeliveredor if mailedon the third (3rd) day after being depositedin the United Statesmail, certifiedor registered, postage prepaid, and addressedto the respectiveParties 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: Workforce Development Manager
Housing and Community Development Department
City of Anaheim
201 S. Anaheim Boulevard, Suite 1003
Anaheim, California 92805
FAX No. ( 714) 765- 4363
City Attorney
City of Anaheim
200 S. Anaheim Boulevard, 3rd Floor
Anaheim, California 92805
11 FAX No. ( 714) 765- 5123
To Subrecipient: ORANGE COUNTY CONSERVATION CORPS
1853 N. Raymond Ave.
Anaheim, CA 92801
Attention: Chief Executive Officer
Telephone No.: 714- 956- 6222 ext. 302
10. 3 Relationship of Parties. Nothing contained herein shall be deemedor construed by the Parties, nor by any third party, as creatingthe relationshipof principal andagentor of partnership or of joint venture between the Parties, it being understood and agreed that Subrecipient is andwill be at all times anindependentsubrecipientpursuantto this Agreementand shallnot, in anyway, beconsideredto beanofficer, agentor employeeof theCity.
10. 4 No Third Party Rights. ThePartiesintendthatnorightsnorremediesbegranted to any third party as a beneficiaryof this Agreementor of any covenant, duty, obligationor undertaking established herein.
10. 5 Non -Liability of Members, Officials and Employees of the City. No member, official or employeeof the City shall be personallyliable to Subrecipient, or anysuccessorin interest, in theeventof anyDefaultor breachby the City or for anyamountwhichmaybecome due to Subrecipient or Subrecipient's successors, or on any obligation. under the terms of this Agreement. Subrecipienthereby waives andreleasesany claim Subrecipientmay haveagainstthe members, officials or employees of the City with respectto any Default or breachby City or for any amount which may become due to Subrecipient or Subrecipient's successors, or any obligations under the terms of this Agreement. Subrecipient makes such release with the full knowledge of Civil Code Section 1542 and hereby waives any and all rights thereunderto the extent of this release, if suchSection 1542is applicable. Section 1542 of the Civil Codeprovides 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."
10. 6 Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
10. 7 Time of the Essence. Time is hereby expressly declared to be the essenceof this Agreement and of eachand every term, covenant and condition hereof which relatesto a dateor a period of time.
10. 8 Remedies Cumulative. The remedies given to City and Contract herein shall be cumulativeandaregivenwithout impairinganyotherrightsgivenCity or Subrecipientby statute 12 or law now existing or hereafter enacted and the exercise on any one ( 1) remedy by City or Subrecipient shall not exclude the exercise of any other remedy.
10. 9 Effect of Invalidity. If any term or provision of this Agreement or theapplication 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 extentpermitted by law.
10. 10 Successors and Assigns. This Agreement and the covenants and conditions containedherein shall be binding upon and inure to the benefit of andshall apply to thesuccessors and assignsof City andto thepermitted successorsand assignsof Subrecipient, and all references to " City" or " Subrecipient" shall be deemedto refer to and include all permitted successorsand assigns of such Party.
10. 11 Entire Agreement. This Agreement and the exhibits hereto contain the entire agreementof the City and the Subrecipient with respect to the matters covered hereby, and no agreement, statement or promise made by either City or Subrecipient which is not contained herein, shall be valid or binding. No prior agreement, understandingor representationpertaining 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 City and Subrecipient.
10.12 Authority. Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants 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 accordancewith its terms.
Subrecipient shall, at City' s request, deliver a certified copy of it governing board's resolution or certificate authorizing or evidencing suchexecution.
10.13 Conflicts of Interest. No member, official or employeeof 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 interestsor the interestsof any corporation, partnership or associationin which he or sheis directly or indirectly interested.
10.14 Time for Acceptance of Agreement by City. This Agreement, when executedby Subrecipient and delivered to City, must be authorized, executedand delivered by the City on or before forty- five (45) daysafterthe executionand delivery by Subrecipientor this Agreementshall be void, except to the extent that Subrecipient and City shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. 13 IN WITNESS WHEREOF, the City and the Subrecipient have executedthis Agreement on the respective dates set forth below.
Dated: (% 7
APPROVED AS TO FORM:
CITY AT_ T t Y
LM
ige ;
A 9liql JAttorney
CITY"
CITY OF ANAHEIM,
a mur4cipal corppvsation and charter city
ace
HousilgandCommunitySUBRECIPIENT"
ORANGE
COUNTY CONSERVATIONCORPS,
a Californianon- profitcorporationDated:
By4CefExecutive
r
yn
O. Muniz / Officer
153297
14 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 , l%ibefore me, „ l '% ii W, tE
date) [ here insert name and title of the officer]
personally
here insert name( s) of signer( s)]
who proved to me on the basis of satisfactory evidenceto be the person(s) whose name(s) is/are subscribedto the within instrument and acknowledged to me that he/she/they executedthe same in his/her/their authorized capacity/ies, and that by his/her/their signature(s) on the instrumentthe person( s), or the entity upon behalf of which person( s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraphis true and correct.
Witness my hand and official seal.
CAROLINA JIMENEZ
Notary Public - California
County
J
OrangeCoy
Commission # 2486187
My Comm. ExpiresApr 29, 2028
Seal)
EXHIBIT " A"
WORK PLAN SUMMARY
Behind this sheet)
ORANGE COUNTY CONSERVATION CORPS
CaliforniansForAll Youth Job Corps
PY 2024- 2025
PROGRAM IMPLEMENTATION
The OCCC shall conduct outreach and recruitment activities to targeted youth ages 18 to 30 who meet eligibility requirements and is within one or more of thefollowing categories defined by the CaliforniansForAll Youth Workforce Development Program.
The OCCC will conduct eligibility screening of all potential youth enrollments per established eligibility guidelines as set forth by the City and will focus on Climate, Food Insecurity, Education and Public Service.
The OCCC shall ensure that allocated funds be used to provide activities in this program for youth who are not younger than 18 or older than 30. Priority will be given to youth who:
Have not participated in an AmeriCorps program
Have difficulty finding employment
Are low income
Are unemployed and/ or out of school
Are justice - involved
Are in transition from foster care
Are engaged with the mental health or substance abuse system Priority applicants (meeting two of the above criteria) should make no fewer than 75% of selected participants. Cities may create their priority criteria for approval by CaliforniaVolunteers if the above criteria do not meet city goals.
The OCCC shall provide youth participants with a thorough program orientation and evidence of the orientation shall be maintained in the participant files which at a minimum should include the following;
Program goals and objectives
Length of the training period
Civil rights and complaint - handling procedures
Available supportive services
Anticipated exit dates
Participant requirements and related activities
The OCCC shall provide an Objective Assessment of the individual's readiness for meaningful work. The assessment will include academic and employability skill levels, service needs of each participant, a review of basic skills, occupational skills, priorwork experience, employability, interests, aptitudes ( including non-traditional job interests), supportive service needs, and developmental needs of the participant.
The OCCC shall develop an Individualized Service Strategy for each participant that shall identify a career pathway goal, appropriate achievement objectives, and planned supportive services. The OCCC shall provide preparation for post -secondary educational opportunities, strong linkages between academic and occupational learning, preparation for unsubsidized employment opportunities, and effective connections to intermediaries with strong links to the job market and local regional employers.
The OCCC shall provide eligible youth with information on the services available through the Anaheim OneStop Workforce Center and be referred for appropriate training and education programs.
The OCCC shall provide case management for each youth participant on an ongoing basis. Case managers shall assist youth as needed to ensure successful program completion, job placement, and goal attainment. The case manager will oversee the participant' s progress in his/ her training activities, and provide counseling, guidance, and crisis intervention.
Program Goals include:
Referrals to community resources
Tracking progress on the job
Increase youth employment to secure a better -paying job Career pathway development and further education planning ortraining Assistance with job/ work- related problems
Adult mentoring
Leadership development
Supportive services
In those instances, when youth participants will engage in paid work experience outside the direct supervision of the OCCC, the OCCC shall develop worksites that will provide youth with meaningful work experiences with capable, trained supervisors. Each worksite shall receive a supervisor orientation and a copy of a worksite agreement.
The OCCC shall develop a worksite agreement following established City guidelines, for each worksite training site developed and used for the youth work experience. Worksite supervisors shall receive an orientation regarding their roles and responsibilities and the intent and purpose of the program. A copyof the executedworkskeagreementandevidenceofthe orientationis to be maintained on file and a copy is given to each worksite supervisor.
Enrollment Plan
Month Count Month Enrollment Goal Running Enrollments
1 Oct- 24 2. 00 2. 00
2 Nov- 24 4. 00 6. 00
3 Dec- 24 4. 00 10. 00
4 Jan- 25 4. 00 14. 00
5 Feb- 25 4. 00 18. 00
6 Mar- 25 5. 00 23. 00
7 Apr- 25 4. 00 27. 00
8 May- 25 4. 00 31. 00
9 Jun- 25 4. 00 35. 00
10 Jul- 25 4. 00 39. 00
11 Aug-25 4. 00 43. 00
12 Sep- 25 2. 00 45. 00
13 Oct- 25 45. 00
14 Nov- 25 45. 00
15 1 Dec-251 45. 00
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