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HomeMy WebLinkAboutSanta Clara County - Graffiti Abatement Program Reimbursement Agreement 30/ - REIMBURSEMENf AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA . FOR GRAFFITI ABATEMENT PROGRAM THIS AGREEMENT is entered this ,,~,J.,,'1 , j"y! ?Ab'l ' by the CITY OF GILROY ("CITY'), a municipal corporation, and the COUNTY OF SANTA CLARA on behalf the Probation Department ("COUNTY"), a political subdivision of the State of California. RECITALS: A. The Board of Supervisors has authorized the Chief of Probation to enter into agreements for the provision of services by Wards. B. The CITY is engaged in a Clean-up and graffiti removal program known as the Gilroy Youth Work Program ("GYWP"). C. The CITY seeks to remove graffiti In all areas within the CITY limits of Gilroy and would benefit from the COUNTY'S Juvenile Court Work Program ("JCWP") services. D. Subject to reimbursement by CITY for certain expenses, the COUNTY is willing to provide to the GYWP a work crew of juveniles through its Juvenile Court Work Program. In view of the above, the parties agree as follows: SECTION 1. TERM OF AGREEMENT The term of this Agreement is from July 1 , 2004, up to, and including June 30, 2005, subject to the provisions of SECTION 14 of this Agreement. SECTION 2. PROJECT ASSIGNMENT Subject to state and federal limitations on the hours and occupations a minor can legally perform, the CITY must provide information as to task description and work location for each assignment. This project must consist of work within the city limits of the CITY. SECTION 3. SCOPE OF SERVICES A. The COUNTY must assign one JCWP staff member ('Supervisor") to the GYWP. The Supervisor must be responsible for the supervision of one (1) crew of Wards ("Assigned Juveniles'), for an average of eight hours each Saturday with the exception of 12 Saturdays (one per month) during the term of this Agreement. The size of the crew must be determined by the COUNTY. The Assigned Juveniles under the supervision of the Supervisor must be responsible REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM for removing and painting over graffiti and other clean-up at locations designated by the CITY's GYWP Director. B. Responsibilities for both the COUNTY and CITY must include, but are not limited to, those described in Attachment A "Gilroy Youth Work Program Responsibility Outline" attached hereto and incorporated herein by this reference. C. COUNTY must pay the Supervisor's salary and all applicable benefits (including insurance coverage). The CITY must reimburse the COUNTY for the employment costs specified in Section 4 of this Agreement. SECTION 4. COMPENSATION AND METHOD OF PAYMENT A. In consideration of the performance by COUNTY of the services set forth in this Agreement, the CITY agrees to compensate the COUNTY for hourly salary expenses for the services rendered by one (1) JCWP Supervisor in conjunction with the JCWP at an hourly rate of $20.10 per hour, which rate must include all costs of Supervisor's employment benefits. The maximum amount of compensation to be paid to COUNTY under this Agreement must not exceed $160.80 per eight hour shift. Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein must be at no cost to CITY. B. COUNTY must submit its invoices to the CITY for services performed during the term of this Agreement on a quarterly basis, in arrears, except the last quarter of the Fiscal Year (April 1. 2005 through June 30, 2005), which will be billed in advance with the third quarter invoice. C. The total amount billed to the CITY for services performed during Fiscal Year 2004-2005 must not exceed $6,432. D. If the CITY or COUNTY exercises the option to terminate this Agreement, pursuant to Section 14 of this Agreement, the COUNTY must submit its invoice to the CITY for services performed up to the date of termination within 30 days after termination. E. COUNTY'S invoices to CITY for reimbursement must be itemized by COUNTY to show the dates, hours worked, locations of work and total amount due. CITY payments to COUNTY must be made within 30 days after CITY's approval of COUNTY's itemized invoices. CITY's approval must given based on COUNTY's satisfactory performance of services, as set forth, in Section 3 of this Agreement. COUNTY's invoice must be sent to: 2 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM Gilroy Police Department Gilroy Youth Offender Program 7370 Rosanna Street Gilroy, CA 95020 A TTN: Captain Scott Smithee SECTION 5. EMPLOYMENT STATUS OF COUNTY'S SUPERVISORS A. Neither the COUNTY's Supervisor nor any of the Assigned Juveniles may be deemed to be employees of the CITY. Accordingly, the COUNTY must withhold or deduct from compensation paid to the COUNTY's Supervisor the sums which COUNTY is required to withhold for state and federal income tax, and other amounts that are or may be required to comply with state and federal law. B. Neither the COUNTY's Supervisor nor any of the Assigned Juveniles shall be included under the CITY's workers' compensation coverage. The COUNTY must provide workers' compensation coverage for COUNTY's Supervisors and, if applicable, to the Assigned Juveniles. C. County may be deemed an independent contractor for purposes of the Civil Service System. D. Service performed under this Agreement must not be deemed Federated City Service or Police or Fire Department Service under the retirement provisions of the Charter or Municipal Code of the City of Gilroy. E. Neither the COUNTY's Supervisor nor any of the Assigned Juveniles may be deemed employees of CITY for purposes of the CITY's deferred compensation plan, as provided in the Gilroy Municipal Code. SECTION 6. ASSIGNABILITY The expertise and experience of COUNTY are material considerations for this Agreement. COUNTY must not assign or transfer any interest in this Agreement. COUNTY must not assign or transfer any interest in this Agreement or the performance of any of COUNTY's obligations without the prior written consent of CITY. Any attempt by COUNTY to assign or transfer any rights, duties or obligations arising under this Agreement will be void. 3 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM SECTION 7. SEVERABLlTY If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid or unenforceable, the same must either be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement. SECTION 8. NONDISCRIMINATION CITY must comply with all applicable Federal, State, and local laws and regulations including Santa Clara County's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CITY must not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizationai affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of payor other forms of compensation. Nor must CITY discriminate in provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. SECTION 9. COMPLIANCE WITH FEDERAL LAW A. COUNTY is responsible for compliance with the verification requirements of the Immigration Reform and Control Act of 1986 B. COUNTY is responsible for compliance with all federal laws including, but not limited to, the Fair Labor Standards Act. SECTION 10. INSURANCE Without limiting the indemnification of either party to this Agreement, each party shall maintain or cause to be maintained the following insurance coverage: (i) a policy of commercial general liability with limits of liability not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate; (ii) a policy of automobile liability providing coverage in the 4 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM amount of least one million dollars ($1,000,000) combined single limit per occurrence, (iii) a policy of workers' compensation providing statutory coverage; and (iv) such other insurance or self- insurance as shall be necessary to insure it against any claim or claims for damages arising under the Agreement. Each party to this Agreement must provide a Certificate of Insurance certifying that coverage as required herein has been obtained. The requirements of this section maybe satisfied by the provision of similar coverage through a self-insurance program. SECTION 11. INDEMNIFCIA TION In lieu of and not withstanding the pro rata risk allocation which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a party are not be shared pro rata but instead the COUNTY and CITY agree that pursuant to Government Code Section 895.4, each of the parties hereto must fully indemnify and hold each of the other parties, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, employees or agents. under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, board member, employee or agent thereof is responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other parties under this Agreement. SECTION 12. WAIVER Waiver by CITY of any breach of any of the provisions of the Agreement to COUNTY will not constitute a waiver of any other provision, nor a waiver of any subsequent breach of the same of or any other provision of the Agreement. Acceptance by CITY of any work or service by COUNTY will not be a waiver of any provision of this Agreement. SECTION 13. GOVERNING LAW This Agreement is made and entered into in the City of Gilroy, County of Santa Clara, State of California. The law of the State of California shall govern this Agreement, and exclusive venue 5 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM in state courts must be in the County of Santa Clara. In the event of litigation in a U.S. District Court, exclusive venue must be in the Northern District of California. in San Jose. SECTION 14. TERMINATION. A. Either CITY or COUNTY may terminate this Agreement by giving 30 days written notice to the other party. B. Each party's obligations under this Agreement will be deemed material. 1. If COUNTY fails to perform any of its obligations under this Agreement, CITY may terminate this Agreement upon seven (7) days advance written notice ("Notice Period") to COUNTY specifying breach and providing COUNTY with either the opportunity to cure the specified breach or the opportunity to commence to cure the specified breach within the Notice period in those instances where the specified breach can reasonabiy be cured within the Notice Period. In the event COUNTY fails to cure or to commence to cure the specified breach within the Notice Period, this Agreement will be terminated. 2. If CITY fails to perform any of its obligations under this Agreement, COUNTY may terminate this Agreement upon seven (7) days advance written notice ("Notice Period") to CiTY specifying breach and providing CITY with either the opportunity to cure the specified breach or the opportunity to commence to cure the specified breach within the Notice period in those instances where the specified breach can reasonably be cured within the Notice Period. In the event CITY fails to cure or to commence to cure the specified breach within the Notice Period, this Agreement will be terminated. SECTION 15. COUNTY'S BOOKS AND RECORDS. A. COUNTY must maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for .services, or expenditures and disbursements charged to CITY for a minimum period of three years, or for any longer period required by law, from the date of final payment to COUNTY pursuant to this Agreement. B. COUNTY must maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three years, or for any longer period required by law, 6 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to the Agreement must be made available for inspection or audit, at any time during regular business hours, upon written request by City Attorney, City Auditor, City Manager, or designated representative of any of these officers. Copies of such documents must be provided to CITY for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records must be available at COUNTY's address indicated for receipt of notices in this Agreement. D. No confidential juvenile information will be released to CITY. SECTION 16. NOTICES. All notices required or permitted to be given under this Agreement must be in writing and personally delivered or sent by certified mail, postage pre-paid and return receipt requested, addressed as follows: To CITY: Gilroy Police Department Gilroy Youth Offender Program 7370 Rosanna Street Gilroy, CA 95020 ATTN: Captain Scott Smithee County of Santa Clara Probation Department Administrative Services 2610 North First Street SanJose,CA 95134 ATTN: Contracts Administration To COUNTY: Notice is deemed effective on the date personally delivered or, if mailed, three days after deposit in the mail. SECTION 17. AMENDMENTS AND PRIOR AGREEMENTS This Agreement represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding will be of any force or effect with respect to those matters covered hereunder. This Agreement may only be amended by formal written agreement executed by both parties. 7 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM SECTION 18. COUNTERPARTS This Agreement may be executed In one or more counterparts, each of which will be deemed to be an original, but all of which together must constitute .one and the same Instrument. SECTION 19. ENnRE AGREEMENT This document embodies the entire Agreement between the parties with respect to the subject matter hereof. All prior negotiations, written agreements and oral agreements between the parties with respect to the subject matter of this Agreement are merged into thi.s Agreement WITNESS THE EXECUTION OF THIS AGREEMENT on the day and year written above. COUNTY OF SANTA CLARA APPROVED AS TO FORM AND LEGALITY: ~ splain mithee Gilroy Police Department Youth Offender Program 8 A IT ACHMENT A City of Gilroy FY 2005 GILROY YOUTH WORK PROGRAM RESPONSIBILITY OUTLINE A. Probation DeDartment: 1. Make youth referrais to fulfill Court-ordered condition of probation, or condition of informal agreement, or Restorative Justice Program service contract. 2. Do case work and appropriate follow up on those in which the minor fails to satisfactorily complete the required number of hours. 3. Provide a Group Counselor to provide work crew supervision and assist in program coordination for a maximum of forty Saturdays per year. 4. Provide sack lunches two out of three Saturdays a month (30 Saturdays per year) for minors participating in the program. B. CITY: 1. Designate work-site locations and obtain any necessary waivers. 2. Provide painting materials and other supplies as necessary. 3. Coordinate minors who are to work, work site locations, transportation and supplies with Program Coordinators. 4. Provide vehicles for transportation of minors from reporting location to work location and back. 5. Provide sack lunches one out of three Saturdays a month (10 Saturdays per year) for minors participating in the program. This pertains to Gilroy's day of supervision only. 6. Provide Police Officer to assist in program coordination and work crew supervision a maximum of three Saturdays per month. C. Proaram Coordinators. (Countv GrouD Counselor & City Police Officer): 1. Receive names of minors from Restorative Justice Program and Probation Officers. 2. Maintain records as to names of minors in the program, addresses, and telephone numbers, number of hours to be worked, and. the number of hours completed to date. 3. Maintain termination/successful completion/reinstatement information. 4. Notify minors of work schedules. 5. Coordinate minors who are to work, work site locations, transportation, and supplies with the CITY. 1 ATTACHMENT A City of Gilroy FY 2005 GILROY YOUTH WORK PROGRAM RESPONSIBILITY OUTLINE D. MISCELLANEOUS PROGRAM COMPONENTS 1. Prior to any minor working in the Gilroy Youth Work Program, they will be required to attend a meeting with their parents. This meeting will be hosted by the CITY Police Department and is intended to explain the program, including the responsibilities of the minor, and hislher parents. Responsibilities will include such things as pick up and drop off times, clothing restrictions, etc. A CITY liability release form signed by each minor and his/her parents must be obtained by the CITYat this meeting. 2. The CITY Police Department, and the CITY Parks & Recreation Department will work jointly in determining locations and projects for the. minors. These projects will Include, but are not limited to, such things as graffiti eradication, litter pick up, weeding, and washing of city vehicles. 3. Vehicles for transportation of minors will be provided by the CITY Parks and recreation Department. 4. Equipment and supplies necessary for various youth offender projects will be provided by the CITY Parks and Recreation Department. This includes paint and supplies for the graffiti eradication efforts. 5. Supervision of the youth offender work groups will be provided by the CITY Police Department and the Probation Department. Supervisors will have direct communication with the CITY Police Department Communications Unit at all times. The supervisors will be responsible for attending to the needs of the youth offender workers, Inciuding restroom breaks, and providing water to drink. The CITY and the Probation Department agree that all work engaged in by minor pursuant to this agreement will ~e consistent with applicable State and Federal restrictions as outlined in the attached appendix and that the safety and security of minor participants in the program will be assured at all times. 2 Rhonda Pellin From: Sent: To: Subject: Danielle T. Galvin [DTG@mail.municode.com] Friday, July 16, 2004 12:48 PM Rhonda Pellin Gilroy, CA Ms. Pellin, We show you are on an annual July schedule for supplements but notice you published a supplement in February. Please send all legislation since 2003-24 for your July schedule or notify us if you would like to skip this or change your schedule. Please also review the following information on our newest service. New Ordinances on the Web (N.O.W.) MCC can post your ordinances to the web between supplements so that anyone searching your Code will find the most current legislation. To view this service, go to the Jacksonville, FL Code of Ordinances - See "Ordinances Enacted/Not yet Codified" located at the bottom of the Table of Contents. Although your ordinances will be a part of your Code database, MCC will not edit the Code to include the new ordinances - we will simply post the ordinances in their original form. The Code on the Web is still maintained through the Supplement Service. Once ordinances posted through the N.O.W. service are included in a supplement to the Code, they will be removed from the web. If you would like ordinances incorporated into the electronic version of the Code more often than your printed Code is updated, please consider our Electronic Supplementation service. The cost for this service is $15 per ordinance and we post the ordinance 5 days after receipt via e-mail. There is a minimum charge of$50. We can wait until we have 4 ordinances so the minimum fee is covered. You can even establish a schedule like you do with the printed supplements or you can give us guidance on when to do the postings. Please contact me if you have additional needs. Danielle CHECK OUT OUR NEW AND IMPROVED SEARCH ENGINE FOR OUR CODES ON THE INTERNET, IF YOU HA VENT UPDATED YOUR LINK, LET US KNOW **************************** Danielle Galvin 1 Vice President - Marketing Municipal Code Corporation PO Box 2235 Tallahassee, FL 32316 800-262-2633 x 149 info@municode.com www.municode.com Find out about our new Services: Legal review of Code, Charter, individual chapters Electronic Supplementation and New Ordinances on the Web (N.O.W.) These are services that allow you to keep your electronic Code more up-to-date without having to print supplements. Contact our Customer Service Department at info@municode.com for more information. If you would like to learn about some of the other services we offer such as custom publishing, imaging, etc. please check out our web site at www.municode.com 2 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFITI ABATEMENT PROGRAM THIS AGREEMENT is entered this Eleventh day of November 2003, by the CITY OF GILROY ("CITY"), a municipai corporation, and the COUNTY OF SANTA CLARA on behalf the Probation Department ("COUNTY"), a political subdivision of the State of California. RECITALS: A. The Board of Supervisors has authorized the Chief of Probation to enter into agreements for the provision of services by Wards. B. The CITY is engaged in a clean-up and graffiti removal program known as the Gilroy Youth Work Program ("GYWP"). ',,- C. The CITY seeks to remove graffiti in all areas within the CITY limits of G~ would benefit from the COUNTY'S Juvenile Court Work Program ("JCWPII) services. D. Subject to reimbursement by CITY for certain expenses, the COUNTY is willing to provide-to the GYWP a work crew of juveniles through its Juvenile Court Work Program. In view of the above, the parties agree as follows: SECTION 1. TERM OF AGREEMENT The term of this Agreement is from July 1, 2003, up to, and inciuding June 30, 2004, subject to the provisions of SECTION 14 of this Agreement. SECTION 2. PROJECT ASSIGNMENT Subject to state and federal limitations on the hours and occupations a minor can legally perform, the CITY must provide information as to task description and work location for each assignment. This project must consist of work within the city limits of the CITY. SECTION 3. SCOPE OF SERVICES A. The COUNTY must assign one JCWP staff member ("Supervisor") to the GYWP. The Supervisor must be responsible for the supervision of one (1) crew of Wards ("Assigned Juveniles"), for an average of eight hours each Saturday with the exception of 12 Saturdays (one per month) during the term of this Agreement. The size of the crew must be determined by the COUNTY. The Assigned Juveniles under the supervision of the Supervisor must be responsible REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM for removing and painting over graffiti and other clean-up at locations designated by the CITY's GYWP Director. B. Responsibilities for both the COUNTY and CITY must include, but are not limited to, those described in Attachment A "Gilroy Youth Work Program Responsibility Outline" attached hereto and incorporated herein by this reference. C. COUNTY must pay the Supervisor's salary and all applicable benefits (including insurance coverage). The CITY must reimburse the COUNTY for the employment costs specified in Section 4 of this Agreement. SECTION 4. COMPENSATION AND METHOD OF PAYMENT A. In consideration of the performance by COUNTY of the services set forth in this Agreement, the CITY agrees to compensate the COUNTY for hourly salary expenses for the services rendered by one (1) JCWP Supervisor in conjunction with the JCWP at an hourly rate of $20.10 per hour, which rate must include all costs of Supervisor's employment benefits. The maximum amount of compensation to be paid to COUNTY under this Agreement must not exceed $160.80 per eight hour shift. Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein must be at no cost to CITY. B. COUNTY must submit its invoices to the CITY for services performed during the term of this Agreement on a quarterly basis, in arrears, except the last quarter of the Fiscal Year (April 1, 2004 through June 30, 2004) which will be billed in advance with the third quarter invoice. C. The total amount billed to the CITY for services performed during Fiscal Year 2003-2004 must not exceed $6,432. D. If the CITY or COUNTY exercises the option to terminate this Agreement, pursuant to Section 14 of this Agreement, the COUNTY must submit its invoice to the CITY for services performed up to the date of termination within 30 days after termination. E. COUNTY'S invoices to CITY for reimbursement must be itemized by COUNTY to show the dates, hours worked, locations of work and total amount due. CITY payments to COUNTY must be made withii130 days after CITY's approval of COUNTY's itemized invoices. CITY's approval must given based on COUNTY's satisfactory performance of services, as set forth, in Section 3 of this Agreement. COUNTY's invoice must be sent to: 2 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM Gilroy Police Department Gilroy Youth Offender Program 7370 Rosanna Street Gilroy, CA 95020 ATTN: Captain Scott Smithee SECTION 5. EMPLOYMENT STATUS OF COUNTY'S SUPERVISORS A. Neither the COUNTY's Supervisor nor any of the Assigned Juveniles may be deemed to be employees of the CITY. Accordingiy, the COUNTY must withhold or deduct from compensation paid to the COUNTY's Supervisor the sums which COUNTY is required to withhold for state and federal income tax, and other amounts that are or may be required to comply with state and federal law . B. Neither the COUNTY's Supervisor nor any of the Assigned Juveniles shall be included under the CITY's workers' compensation coverage. The COUNTY must provide workers' compensation coverage for COUNTY's Supervisors and, if applicable, to the Assigned Juveniles. . C. COUNTY may be deemed an independent contractor for purposes of the Civil Service System. D. Service performed under this Agreement must not be deemed Federated City Service or Police or Fire Department Service under the retirement provisions of the Charter or Municipal Code of the City of Gilroy. A. Neither the COUNTY's Supervisor nor any of the Assigned Juveniles may be deemed employees of CITY for purposes of the CITY's deferred compensation plan, as provided in the Gilroy Municipal Code. SECTION 6. ASSIGNABILITY The expertise and experience of COUNTY are material considerations for this Agreement. COUNTY must not assign or transfer any interest in this Agreement. COUNTY must not assign or transfer any interest in this Agreement or the performance of any of COUNTY's obligations without the prior written consent of CITY. Any attempt by COUNTY to assign or transfer any rights, duties or obligations arising under this Agreement will be void. SECTION 7. SEVERABLITY If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid or unenforceable, the same must either be reformed to comply with applicable law or stricken if 3 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM not so conformable, so as not to affect the validity or enforceability of this Agreement. SECTION 8. NONDISCRIMINATION CITY must comply with all applicable Federal, State, and local laws and regulations including Santa Clara County's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CITY must not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of payor other forms of compensation. Nor must CITY discriminate in provision of services provided under this contract because of age, race, coior, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. SECTION 9. COMPLIANCE WITH FEDERAL LAW A. COUNTY is responsible for compliance with the verification requirements of the Immigration Reform and Control Act of 1986 B. COUNTY is responsible for compliance with all federal laws including, but not limited to, the Fair Labor Standards Act. SECTION 10. INSURANCE Without limiting the indemnification of either party to this Agreement, each party shall maintain or cause to be maintained the following insurance coverage: (i) a policy of commercial general liability with limits of liability not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate; (ii) a policy of automobile liability providing coverage in the amount of least one million dollars ($1,000,000) combined single limit per occurrence, (iii) a policy of workers' compensation providing statutory coverage; and (iv) such other insurance or self- insurance as shall be necessary to insure it against any claim or claims for damages arising under the 4 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM Agreement. Each party to this Agreement must provide a Certificate of Insurance certifying that coverage as required herein has been obtained. The requirements of this section maybe satisfied by the provision of similar coverage through a self-insurance program. SECTION 11. INDEMNIFCIA TION In lieu of and not withstanding the pro rata risk allocation which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a party are not be shared pro rata but instead the COUNTY and CITY agree that pursuant to Government Code Section 895.4, each of the parties hereto must fully indemnify and hold each of the other parties, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, employees or agents; under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, board member, employee or agent thereof is responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other parties under this Agreement. SECTION 12. WAIVER Waiver by CITY of any breach of any of the provisions of the Agreement to COUNTY will not constitute a waiver of any other provision, nor a waiver of any subsequent breach of the same of or any other provision of the Agreement. Acceptance by CITY of any work or service by COUNTY will not be a waiver of any provision of this Agreement. SECTION 13. GOVERNING LAW This Agreement is made and entered into in the City of Gilroy, County of Santa Clara, State of California. The law of the State of California shall govern this Agreement, and exclusive venue in state courts must be in the County of Santa Clara. In the event of litigation in a U.S. District Court, exclusive venue must be in the Northern District of California, in san Jose. 5 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM SECTION 14. TERMINATION. A. Either CITY or COUNTY may terminate this Agreement by giving 30 days written notice to the other party. B. Each party's obligations under this Agreement will be deemed material. 1. If COUNTY fails to perform any of its obligations under this Agreement, CITY may terminate this Agreement upon seven (7) days advance written notice ("Notice Period") to COUNTY specifying breach and providing COUNTY with either the opportunity to cure the specified breach or the opportunity to commence to cure the specified breach within the Notice period in those instances where the specified breach can reasonably be cured within the Notice Period. In the event COUNTY fails to cure or to commence to cure the specified breach within the Notice Period, this Agreement will be terminated. 2. If CITY fails to perform any of its obligations under this Agreement, COUNTY may terminate this Agreement upon seven (7) days advance written notice ("Notice Period") to CITY specifying breach and providing CITY with either the opportunity to cure the specified breach or the opportunity to commence to cure the specified breach within the Notice period in those instances where the specified breach can reasonably be cured within the Notice Period. In the event CITY fails to cure or to commence to cure the specified breach within the Notice Period, this Agreement will be terminated. SECTION 16. COUNTY'S BOOKS AND RECORDS. A. COUNTY must maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to CITY for a minimum period of three years, or for any longer period required by law, from the date of final payment to COUNTY pursuant to this Agreement. B. COUNTY must maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three years, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to the Agreement must be 6 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM made available for inspection or audit, at any time during regular business hours, upon written request by City Attorney, City Auditor, City Manager, or designated representative of any of these officers. Copies of such documents must be provided to CITY for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records must be available at COUNTY's address indicated for receipt of notices in this Agreement. D. No confidential juvenile information will be released to CITY. SECTION 16. NOTICES. All notices required or permitted to be given under this Agreement must be in writing and personally delivered or sent by certified mail, postage pre-paid and return receipt requested, addressed as follows: To CITY: Gilroy Police Department Gilroy Youth Offender Program 7370 Rosanna Street Gilroy, CA 95020 ATTN: Captain Scott Smithee To COUNTY: County of Santa Clara Probation Department Administrative Services 2610 North First Street San Jose, CA 95134 ATTN: Contracts Administration Notice is deemed effective on the date personallY delivered or, if mailed, three days after deposit in the mail. SECTION 17. AMENDMENTS AND PRIOR AGREEMENTS This Agreement represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding will be of any force or effect with respect to those matters covered hereunder. This Agreement may only be amended by formai written agreement executed by both parties. SECTION 18. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which will be deemed to 7 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE COUNTY OF SANTA CLARA FOR GRAFFIT ABATEMENT PROGRAM be an original, but all of which together must constitute one and the same instrument. SECTION 19. ENTIRE AGREEMENT This document embodies the entire Agreement between the parties with respect to the subject matter hereof. All prior negotiations, written agreements and oral agreements between the parties with respect to the subject matter of this Agreement are merged into this Agreement. WITNESS THE EXECUTION OF THIS AGREEMENT on the day and year written above. COUNTY OF SANTA CLARA k~ John Cavalli Chief Probation Officer APPROVED AS TO FORM AND LEGALITY: ~ ~aptain Sco mithee Gilroy Police Department Youth Offender Program 8