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impMORGAN HILL UNIFIED SCHOOL DISTRICT
SERVICES AGREEMENT
2018-19
THIS AGREEMENT ("Agreement") is made between Morgan Hill Unified School District, 15600
Concord Circle, Morgan Mill, CA 95037, hereinafter referred to as the DISTRICT, and the following
named service provider hereinafter referred to as VENDOR:
VENDOR NAME: City of Gilroy
DBA: Albert Balagso
ADDRESS: 7301 Hanna Street
MAILING ADDRESS: (if different than above)
CITY: Gilroy
STATE: CA
PIIONE: (408) 846-0362 FAX: (408) 846-0387
EMAIL ADDRESS: albert.balagsa@ci.gilroy,ca.us
ZIP.95020
FEDERAL TAX I.D. OR SOCIAL SECURITY NUMBER: 94-6000340
Vendor is resvonsible far undettinV Contact information in a tint.e1v manner,
NOTE: Federal [regulations (Code Sections 6041 and 6209) require non -corporate recipients or$600,00 or
more to furnish their taxpayer identification number to the payer. The regulations also provide that a penalty
may be imposed or failure to furnish the taxpayer iclentiliout.ion number. The D[STRICT requires your
federal tax, identification number or Social Secw•ity Number, whichever is applicable, in order to comply with
these regulations,
Check appropriate box for federal tax classification:
FlIndividual/sale proprietor C Corporation Corporation
F1Partnership ❑ Trust/estate �✓ ()ther City Government
1-1 Limited Liability Company Type:R(C) 1(S) 511)
Submittal of Documents; '['he VENDOR shall not continence the work under this Agreement until the
VENDORIras submitted and the DISTRICT has approved the certificates) and affidavit(s), and the
endorsement(s) of the insurance required as indicated below:
Signed Agreement
Insurance Certificates and Endorsentents
W-9 Form
Workers' Compensation Certificate (ifnpplicable)
Tuberculosis Clearance (if applicable)
Fingerprinting/Criminat Background Investigation (if applicable)
Pg. 1 Of 6
15600 Concord Circle , Morgan Hill, CA 95037 - 408.201,6000 ° Fax A08.201,6006
VENDOR: City of Gilroy TAX I.D. NUiYtBE.R: 94-6000340
I. ` L Ib
This Agreement is effective on January 1, 2019 and tenuinates on June 30, 2019 or upon completion
of services, whichever occurs first,
VENDOR shall not undertake any work under this Agreement until this Agreement is reviewed and
approved by the DISTRIC.T's Board or Education, and VENDOR is in receipt of a signed Agreement.
2. IMIINATIO
2.1 Without cause by DISTRICT. DISTRICT may, at any time, with our without reason, terminate this
Agreement and compensate VENDOR only for services satisl<<ctorily rendered to the date of termination,
Written notice by DISTRICT shall be sufficient to stop further performance of services by VENDOR,
Notice shall be deemed given when received by the VENDOR no later than three (3) days after the day of
mailing, whichever is sooner. .
2.2 Without cause by VENDOR. VENDOR may, upon thirty (30) clay notice, with or without reason,
terminate this Agreement. Upon this termination, DISTRICT shall only be obligated to compensate
VENDOR, for services satisfactorily rendered to the date of termination. Written notice by VENDOR
shall be sufficient to stop further performance of services to DISTRICT. VENDOR acknowledges that
this thirty (3Q) day notice period is acceptable so that the DISTRICT can attempt to procure the services
from another source.
23 With cause by DISTRICT. DISTRICT may terminate this Agreement upon giving of written notice
of intention to terminate f'or cause. Cause shall include:
2.3.1. Material violation of this Agreement by the VENDOR; or
2.3.2. Any act by VENDOR exposing the DISTRICT to liability to others for personal injury or
property damage; or
2.3.3. VENDOR is adjudged banla•upt, VENDOR makes a general assigmnerit for the benefit of
creditors or a receiver is appointed on account of VENDOR'S insolvency.
Written notice by DISTRICT shall contain the reasons for such intention to terminate and unless within
three (3) calendar days after that notice the condition or violation shall cease, or satisfactory arrangements
for the correction thereof be made, this Agreement shall upon the expiration of the three (3) calendar days
cease and terminate. In the event of this termination, the DISTRICT may secure the required services
from another VENDOR. If the expense, fees, and/or costs to the DISTRICT exceed the cost of providing
the services pursuant to this Agreement, the VENDOR shall immediately pay the excess expense, fees,
and/or costs to the DISTRICT upon the receipt of the DISTRICT'S notice of these expenses, fees, and/or
costs. The foregoing provisions are in addition to and riot a limitation of any other rights or remedies
available.
3. ST11i3CONTI" AC'T OR A551(,LNMEN'C
Neither party shall assign, delegate or Subcontract any part of this Agreement without the written consent
of the other party.
4. UVTERPRETAITON
In the event of any conflict or inconsistency between VENDOR'S agreement of documents and this
MORGAN HILL UNIFIED SCHOOL. DISTRICT SERVICES AGREEMENT, the MORGAN TALI.,
UNIFIED SCHOOL, DISTRICT SERVICES AGREEMENT shall prevail and supersede all other
agreements or contract language,
ag, z or 6
19600 Concord Circle -Morgan HIII, CA 95037.408.201,6000 • Fax 408.201.6006
VENDOR; City of Gilroy IM to NUMBER: 04-6000340
5. L—J=, FNDENT CONTRACTOR STUL,&
In the perfm-tnance of the services to be provided, VENDOR is an independent contractor with the authority to
control and direct the performance of the details of the work, and this Agreement shall not be construed to
create the relationship of agent, employee, partnership, joint venture, or association, VENDOR. understands
and agrees that it and all of its employees are not employees of the DISTRICTand are not entitled to benefits
to which DISTRICT employees are normally entitled, including, but not limited to, State Unemployment
Compensation, Workers' Compensation, vacation or sick pay.
6.:r.�1\fir I PAYiVj.
VENDOR shall assume full responsibility for payment of all federal, state, and local taxes or contributions,
including, but not limited to, UneinployMent Insurance, Social Security and Income Taxes with respect. to
VENDOR'S employees. Pursuant to IRS regulations, the DISTRICT shall provide VENDOR in IRS
identified tax classification with an annual statement of compensation on the appropriate federal forms
(currently IRS Form 1099 Misc.).
7. REUI ATIONS
VENDOR shall comply with all federal, state, and local laws, ordinances, regulations, permit requirements,
and Board of Education's policies and regulations in performance of this Agreement, including as set forth
herein at Paragraph 8.
8. fJ2LQLiAPR1NTfi REC"ORM CIHFC'K
The Fingerprinting/Criminal Background Investigation Certification must be completed and attached to this
Agreement prior to the VENDOR performing any of the services as listed in Item 12 of this Agreement.
DISTRICT retains authority to remove any VENDOR employee from. DISTRICT site upon the
determination that he/she has not complied with this fingerprinting and background check requirement, or
has been convicted of a violent or serious felony, as defined in Education Code §45122.1. VENDOR
trust notify the DISTRICT and remove any employee immediately should the VENDOR learn that an
employee working on a DISTRICT site has been convicted of a serious or violent Felony, or sex offense.
Failure to provide notice as required above may result in cancellation of this Agreement by DISTRICT and
further legal action by the DISTRICT where applicable.
9, GOVERNING LAW
This Agreement shall be governed under the laws of the State of California. VENDOR hereby consents to the
jurisdiction of the state or federal courts of Santa Clara County, California.
10. MISC 1�.�+.
This Agreement contains the entire agreement between DISTRICT and VENDOR and supersedes any
and all prior discussions, understandings, and negotiations, whether oral or in writing. This Agreement
may not be modified or amended unless in writing and signed by both parties.
11. INSURANCE AND I
VE UR a r es to def nd, inciei�nif ,and h ld hannles the Dl. TRICT, its oa/�i,,
duentio , officer ,
en )loyeesnd agent, indivich)allly td calctively ' oia� and gainst all osts, clai�a�, demai}Cis,
ns a n nts liabi flies and 'uct i{Vents, ii udin attorneys fee , arisna per' nag or 1. idiisits, ac p y ] g5 Y
irjurie , property amage or therwise, r, ardless o and how ver caused I t mayr n reason from
VC OIZ'S per ormance this Elgreell enk,
VENDOR must keep in full force andaffect a policy or policies of Workers' Compensation Insurance. in
the amount or amounts required by applicable law,
Pg. 3 of 6
15600 Concord Circle • Morgan Hill, CA 95037 , 40a.201,6000 • Fax 408.201.6006
VENDOR: City of Gilroy TAX I.D. NUMBER: 94.6000340
During the term of this .Agreement, VENDOR shall procure and maintain general liability, automobile
liability, and professional liability (errors and omissions) from a California licensed insurer acceptable
to DISTRICT with per -occurrence limits of $1 Million unless otherwise specified by the DISTRICT".
VENDOR shall provide DIST R-I.CT with a Certificate(s) of Insurance evidencing such coverage. High
risk activities may require additional coverage as determined by the DISTRICT. Certificate Holder is
Morgan Hill Unified School District. VENDOR shall also provide an Additional Insured Endorsement,
naming Morgan Hill Unifies! School District as Additional Insured. Such insurance coverage shall be
primary insurance and any insurance or self-insurance maintained by the DISTRICT shall be non-
contributory. These certificates shall contain a provision that coverage afforded under the policy
will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been
delivered to the DISTRICT. I� .1.. `.�
11.2_ X c, �rv�r�ewtn�'%ry e +kk ,vvV--A
12. I)LI jC tIP.JJON OF 4,;l` 1—eTS tSCOP4!, OIL WORD
VENDOR shall supply all required payment and performance bonds and shall pay employees applicable
prevailing wages in accordance with state and federal law where required. VENDOR shall furnish, at its own
expense, all labor, materials, equipment and other items necessary to carry out the terms of this
Agreement, VENDOR shall provide [tie following services to DISTRICT:
The amount of within this agreement will provide funding to support the worl< of the South County Youth
Tasl< Force (the SCYTF). The SCYTF is a collaboration that seel<s to reduce juvenile delinquent behaviors,
recruitment of youth into gangs, and youth violence in South Santa Clara County. This agreement will
provide matching funds to compliment funding from the County of Santa Clara, the City of Gilroy, and the
Gilroy Unified School District.
The City of Gilroy will invoice the Morgan Hill Unified School District for a lump sum payment in the amount
of $26,000.00 within 30 days prior to the end of the 2018-19 School Year.
(Additional pages may be added and sliall be marked Exhibit "A" and are incorporated herein by this reference).
13. COMPENSATION AND EXPENSES
DISTRIC-fag-roes to pay the VENDOR for services satisfactorily rendered pursuant to this Agreement at the
rate of $ 26,000.00 per flat rate for a total fee riot to exceed $ 26,000,00 , District
shall pay VENDOR according to the following terms and conditions:
13.1. Payment shall be made for all undisputed amounts in instalhilent payments within thirty (30) days
after the VENDOR submits an invoice to the DISTRICT. VENDOR will only be paid after the MIIUSD
Board of Education has approved/ratified this Agreement.
13.2. VENDOR invoices will be sal.. jest to verification that services have been rendered and subject to
written approval by
13.3. DISTRICT shall not be liable to VENDOR for any costs or expenses paid or incurred by VENDOR
in performing services for DISTRICT including but not limited to travel, professional development related
expenses, duplication, etc,
13.4. VENDOR shall not increase prices during the terra of this Agreement,
13.5. All invoices must be submitted within 30 days of rendering services, DISTRICT reserves the rivIlt
to reiect invoices submitted for oavrnent more than 30 Slays after services are nerfortned.
14. OWNERSHIP OF WORD PRODUCT
VENDOR agrees all work prepared or produced during the course or this Agreement and arising fi•oln the
Pg. 4 0( 6
15600 Concord Circle • Morgan Hill, CA "037.408.201.6000 • Fax 408,201,6006
VENDOR: City of Gilroy TAX t.D. NUMBER, 94-6000340
services rendered (see Paragraph 12) shall be owned by and assigned to DISTRICT as its sole and exclusive
property.
I& AILUI
VENDOR shall establish and maintain books, records, and systems of account, in accordance with generally
accepted accounting principles, reflecting all business operations of VENDOR transacted under this
Agreement. VENDOR shall retain these books, records, and systems of account during the Terin of this
Agreement and for five (5) years thereafter. VENDOR shall permit the DISTRICT, its agent, other
representatives, or an independent auditor to audit, examine, and make excerpts, copies, and transcripts from
all books and records, and to snake audit(s) of all billing statements, invoices, records, and other data related
to the services covered by this Agreement, Audit(s) may be performed at any time, provided that the
DISTRICT shall give reasonable prior notice to VENDOR and shall conduct audit(s) during VENDOR'S
normal business hours, unless VENDOR otherwise consents.
VENDOR and all VENDOR'S employees or agents shall secure and maintain in force such certificates,
permits and licenses as are required by law in connection wvitll the furnishing of services pursuant to this
agreement.
17. C-ONI+IIC)1+,NIIALiTY
VENDOR and all VENDOR'S agents, personnel, employee(s), and/or subcontractor(s) shall maintain the
confidentiality of all information received in the course of perforining the services. This requirement to
maintain confidentiality shall extend beyond the termination of this Agreement.
18, NOTICE
Any notice required or permitted to be given under this Agreement shall be deemed to have been given,
served, and received if given in writing andeither personally delivered or deposited in the United States mail,
registered or certified mail, postage prepaid, retinal receipt required, or sent by overnight delivery service, or
facsimile transmission, addressed as follows:
DISTRICT
Morgan Hill Unified School District
15600 Concord Circle
Morgan Hill, CA 95037
ATTN:
VENDOR
City of Gilroy
7301 Hanna Street
Gilroy, CA 95020
ATTN: Albert Balagso
19. AJID tI`IY FEES / COSTS
Should litigation be necessary to enforce any terms or provisions of this Agreement, then each party shall
bear its own litigation and collection expenses, witness fees, court costs and attorney's fees.
20. CC)iVil'I:,I;T1 N
The work completed herein must meet the approval of the DISTRICT and shall be subJect to the
DISTRICT'S general right of inspecti.on and supervision, in a manner consistent with VENDOR'S status as
an independent contractor, to secure the satisfactoty completion thereof'. Work must be completed in good
workmanship like manner and in accordance with the generally accepted standard of care in the industry.
2I. S LV,-RAB11 TY
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining portions hereof shall not in any way be affected or
Pg. 5 of 6
15600 Concord Circle ° Morgan Flill, CA 95037 - 408.201.6000 ^ Fax 408,201.6006
VENDOR: City of Gilroy
'FAX I.D. NU0013ER: 94-6000340
impaired thereby, except. where enforcement is inconsistent with the parties' intent.
22. RT 1, +.AL,F jL.�Q-fARGE 0R WAIVER
No release, discharge or waiver of any provision hereof shall be enforceable against or binding apon either
party hereto unless in writing and executed by both parties hereto. Neither the: failure to insist upon strict
performance of any of the agreements, terms, covenants or conditions hereof, nor t11e acceptance of
monies due hereunder with knowledge of a breach of this Agreement, shall be deemed a waiver of any
rights or remedies that either party hereto may have or a waiver of any subsequent breach or default in any of
such agreements, terms, covenants or condi tions.
23. 1 aE fliTION IN U)jJNTERPARTS,
This Agreoment may be executed in several counterparts each of which shall be an original and all of which
shall constitute but one and the same agreement.
Any party signing this Agreement on behalf of the V.CNDO12 hereby represents that he/she is
duly authorized by the Vl;Io DOR to execute this Agreement and that the VENDOR lilts agreed
to be bound by the provisions hereof.
City of Gilroy ("VENDOR")
Sigrlature� .�..- .
Name: Gabriel Gonzalez
Title: City Administrator
MORGAN HILL UNIFIED SCHOOL, DISTRICT ("F)ISTRIM-)
Signature:
Name: Kirsten Perez
Title: Assistant Suaerintendent. Business Services
Date of Board Approval
Date:
I
Notwithstanding the effective elate of this Agreement set forth in Paragraph 1, this Agreement shall not be
considered accepted, approved or otherwise effective until 1) Board approval and 2) the required approvals and
certifications have been implemented, provided by, or submitted to the .DISTRIC."f, as appropriate.
ail►,►
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15600 Concord Circle - Morgan Will, CA 95037 > /108.201,6000 - Nix 408,201.6006
ATTTACHMENT
11.2 MUTUAL INDEMNITY
The CITY shall indemnify, defend, and hold harmless the DISTRICT, its officers, agents, and
employees from any claim, liability, loss, injury or damage arising out of, or in connection with,
performance of this Agreement by the CITY and/or its agents, employees or sub -contractors,
excepting only loss, injury or damage caused by the sole negligence or willful misconduct of
personnel employed by the DISTRICT. It is the intent of the parties to this Agreement to
provide the broadest possible coverage for the DISTRICT. The CITY shall reimburse the DISTRICT
for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in
which the CITY contests its obligation to indemnify, defend and/or hold harmless the DISTRICT
under this Agreement and does not prevail in that contest,
The DISTRICT shall indemnify, defend and hold harmless the CITY, its officers, agents and
employees from any claim, liability, loss, injury or damage arising out of, or in connection with,
performance of this Agreement by the DISTRICT and/or its agents, employees or sub-
contractors, excepting only loss, injury or damage caused by the sole negligence or willful
misconduct of personnel employed by the CITY. It is the intent of the parties to this Agreement
to provide the broadest possible coverage for the City. The DISTRICT shall reimburse the CITY
for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in
which the DISTRICT contests its obligation to indemnify, defend and/or hold harmless the CITY
under this Agreement and does not prevail in that contest.
NAME AND ADDRESS OF AGENCY:
Municipal Pooling Authority of Northern California
P.O. Box 67
Walnut Creek, CA 94596
(925) 943-1100 * FAX (925) 946-4183
ORGANIZATION AFFORDING COVERAGE:
Municipal Pooling Authority of Northern
California
NAME AND ADDRESS OF COVERED (ENTITY:
City of Gilroy
LeeAnn McPhillips
HR/Risk Mgmt Dept.
7351 Rosanna Street
Gilroy, CA 95020
'fhls Is to certify thal. coverage agreements listed below have been Issued to the covered parties named above and are in force at this time. Notwithstanding any
requirement, terns or condition of any contract or other document with respect to which this certificate may be Issued or may Pertain, the coverage afforded by the
coverage agreements described herein Is subject to all the terns s, exchlslons, and conditions of such coverage agreements.
TYPE OF COVERAGE
General Liability
Auto Liability
Auto
CONS1017 and Cowplehet ve
Utlorkers' Compensation and
IErnployers Liability
COVERAGE AGREEMENT COVERAGE AGREEMENT LIMITS OF LIABILITY
NUMBER E)(PIRATION per occtirrerrce
MPAIS-19 6/30/2019 Bodily Injury, Property
Damage, Personal Injury
Combined $1,000,000
Bodily Injuly, Property
Damage, Pel'8011al Injury
Combined $0
$3,000 Deductible Police Vehicles
$2,000 All Other Vehicles
Limit of Liability = $250,000
SIR $500,000
Workers' Comp = Statutory
Employers' Liability =$4.5 million
Description of Oi)erations/Locations/llehlcies/Event/Restrictions/Special Items: - It Is hereby agreed that the Morgan I-IIII Unified School District (MHUSD) , Its Board, officers, employees, and volunteers are
named additional covered parties in respect to the Agreement between MHUSD and the City of Gilroy to support the work of the
South County Youth Task Force in an effort to reduce juvenile delinquent behaviors, gang recruitment, and youth violence, but
only to the extent assumed by the City of Gilroy under the Agreement, subject to MPA's Memorandum of Coverage terms,
conditions, and exclusions. This coverage shall be primary.
Cancellation: Should any of the above described coverage agreements be canceled before the expiration (late thereof, the Issuing company will endeavor to rnail 30
(lays written notice to the below named certificate holder, but faliure to mail such notice shall Impose no Obligation or liability Of any Idlld upon tile Authority, It's
agents or representatives.
CERTIFICATE HOLDER (name and address): Date Issued: bruary 5, 2019
Morgan Hill Unified School District
1.5600 Concord Circle
c
Morgan Hill, CA 95037
Certificate ID: 2577 : z015 IG ry Erwin Chanq, CPCU, ARM - GL, Manager
i
Prepared By: mp
Coverage Agreement Number: K4PA18'19 By: Municipal Pooling Authority ofNorthern California
Issued to: Morgan Hill Unified School District Date Issued: February 5, 2019
Additional Covered Party
Coverage afforded bythisK4em0n[aDdVDo0fCVv8rugeSha|lolsoappk/tothe^W1oyA8DH|UUDHled
School District (MHU3D)and Its Governing Board, officers, agents, and employees, individually
and collectively, as additional covered parties for South County Youth Task Force Agreement with
the City o[Gilroy, subject toK4PA/sMemorandum ofcoverage 8Xo!uS|oOs.
General Liability Manager