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Home My WebLink AboutAgreement - Community Solutions - Coordinate & Provide Services Outlined and Reporting Data - Signed 2020-10-01 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 01 day of October, 2020, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Community Solutions, having a principal place of business at 9015 Murray Ave., #100, Gilroy, California. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 10/01/2020 and will continue in effect through 08/31/2021 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above- described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT’S services. DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONSULTANT exceed $89,984. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT’S costs of doing business. DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -3- 4835-2267-0361v1 LAC\04706083 ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONSULTANT’S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -4- 4835-2267-0361v1 LAC\04706083 provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: x CITY will not withhold FICA (Social Security) from CONSULTANT’S payments; x CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf; x CITY will not withhold state or federal income tax from payment to CONSULTANT; x CITY will not make disability insurance contributions on behalf of CONSULTANT; x CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -5- 4835-2267-0361v1 LAC\04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant’s Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT’S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C” which hav e been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -6- 4835-2267-0361v1 LAC\04706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -7- 4835-2267-0361v1 LAC\04706083 C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -8- 4835-2267-0361v1 LAC\04706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: Community Solutions CITY OF GILROY By: By: Name: Erin O'Brien Name: Jimmy Forbis Title: Chief Executive Officer Title: City Administrator, City of Gilroy Social Security or Taxpayer Identification Number 23-7351215 DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Diane Chavez, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Sandra Cruz, South County Youth Task Force Coordinator and/or designee, shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -2- 4835-2267-0361v1 LAC\04706083 IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -3- 4835-2267-0361v1 LAC\04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Sandra Cruz, SCYTF Coordinator City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Diana Chavez Community Solutions 9015 Murray Ave., #100 Gilroy, CA 95020 I. FEDERAL FUNDING REQUIREMENTS. If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES CONSULTANT Community Solutions will coordinate and provide services outlined and reporting data outlined below, necessary for program evaluation, monthly progress and quarterly financial reporting utilizing Program Activity Report (PAR), Units of Service Workbook (OUS) report and invoicing format, to the City of Gilroy in a timely matter. This program is part of the South County THRIVE (Transformation and Hope, Resiliency, Integrity, Voice & Engagement) Project, in effort to reduce juvenile deliquent behaviors, prevent and reduce recruitment of youth into gangs and prevent and reduce youth violence in South Santa Clara County. Service delivery time frame: October 1, 2020 - August 31, 2021. CONSULTANT Community Solutions shall complete the following services in Morgan Hill/ San Martin, California: 1. Implementation of minimally three (3) cultural program groups utilizing: The National Compadres Network Curriculums, such as 12-week El Joven Noble, Xinachtli Rights of Passage and/or Cara Y Corazon; and/or Life Skills Programs, such as Why Try or BOTVIN support groups. In selected Morgan Hill Unified School District (MHUSD) schools, as needed/ recommended by MHUSD and SCYTF. A minimum of 6 unduplicated clients per group. A minium of 45 unduplicated individuals served. 2. Restorative Justice Framework and Leading Circles - To support development of circles for youth, school, community-based, government staff and/or parents (i.e. relationship building, introduction or values circles, healing, trauma-informed, restorative justice, etc.) using evidence- based practices and curricula for youth, staff, community who have a desire for additional support, build rapport and/or are in need of a safe space. A minimum of 45 individuals to be served. 3. Case Management (Life Coaching) and Intervention Support Services of referred youth. A minimum 10 unduplicated clients. Clients will receive weekly sessions up to 6 months. Telehealth and/or face to face. 4. Provide Linkage and Referral to other community and county assets and resources. 5. Secondary Crisis Response and Intervention Support – when schools re-open, have an office space at identified school sites to support SCYTF MHUSD school partners and maintain a positive, restorative and safe school culture as referred by SCYTF, school personnel and by self- referral. Crisis Response and Intervention Support can happen before, during or after school, and/ or in the community. As a way to encourage, youth attend and engage in distant learning, contractor will support youth and monitor youth with attendance and/or class and homework assignments. Contractor shall check attendance records and/or class and homework assignment logs for identified at risk youth that are part of groups, restorative circles and for all case management 1:1 services, minimally once a month, through the duration of the services and based on school representative follow-up of two months following the service. Contractor will DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -2- 4835-2267-0361v1 LAC\04706083 help encourage and support communication between youth and their family and the school, should the youth or family have additional needs. 6. Conduct Outreach and Engagement Activities in Morgan Hill/San Martin schools located in identified hot spot schools and/or feeding neighborhoods: -To build rapport with youth in identified neighborhoods with higher disparities, to introduce services, opportunities for self-referral, and invitation to participate in SCYTF services/activities. - Outreach includes Telehealth/face-to-face introductions, ‘get-to-know you’ activities before/after school, during lunch breaks, and if the school allows, during class time, and during relatable late evening pro-social activities, as deemed appropriate 7. Participate in Monthly Technical Team, Multi-Disciplinary Team (MDT) meetings and lead or co-chair one or more Tech Team subcommittees. 8. A total of 100+ unduplicated youth to be served through programming utilizing Units of Service (UOS) workbooks. CONSULTANT Community Solutions shall in Gilroy: 1. Implementation of minimally three (3) cultural program groups utilizing: The National Compadres Network Curriculums, such as 12-week El Joven Noble, Xinachtli Rights of Passage and/or Cara Y Corazon; and/or Life Skills Programs, such as Why Try or BOTVIN support groups. In selected Gilroy Unified School District (GUSD) schools, as needed/ recommended by GUSD and SCYTF. A minimum 6 unduplicated clients per group. A minium of 45 unduplicated individuals to be served. 2. Restorative Justice Framework and Leading Circles - To support the development of circles for youth, staff, community-based, government staff and/or parents (i.e. relationship building, introduction or values circles, healing, trauma-informed, restorative justice, etc.) using evidence- based practices and curricula for youth, staff, community who have a desire for additional support, build rapport and/or are in need of a safe space. A minium of 45 unduplicated individuals to be served. 3. Case Management (Life Coaching) and Intervention Support Services of referred youth. A minimum 10 unduplicated clients. Each client will receive weekly sessions up to 6 months. Teleheath and/or face to face 4. Provide Linkage and Referral to other community and county assets and resources. 5. Secondary Crisis Response and Intervention Support – Have an office space at identified school sites to support SCYTF GUSD school partners and maintain a positive, restorative and safe school culture as referred by SCYTF, school personnel and by self-referral. Crisis Response and Intervention Support can happen before, during or after school, and/ or in the community. Additonally, As a way to encourage, youth attend and engage in distant learning, contractor will support youth and monitor youth with attendance and/or class and homework assignments. Contractor shall check attendance records and/or class and homework assignment logs for DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -3- 4835-2267-0361v1 LAC\04706083 identified at risk youth that are part of groups, restorative circles and for all case management 1:1 services, minimally once a month, through the duration of the services and based on school representative follow-up of two months following the service. Contractor will help encourage and support communication between youth and their family and the school, should the youth or family have additional needs. 6. Conduct Outreach and Engagement Activities in Gilroy schools located in identified hot spot schools and/or feeding neighborhoods: -To build rapport with youth in identified neighborhoods with higher disparities to introduce services, opportunities for self-referral, and invitation to participate in SCYTF services/activities. - Outreach includes Telehealth and/or face-to-face introductions, ‘get-to-know you’ activities before/after school, during lunch breaks, and if the school allows, during class time, and during relatable late evening pro-social activities, as deemed appropriate. 7. Participate in Monthly Technical Team, Multi-Disciplinary Team (MDT) meetings and lead or co-chair one or more Technical Team subcommittees. 8. A total of 100+ unduplicated youth to be served through programming utilizing Units of Service (UOS) workbooks. A. Due to COVID-19, the delivery and implementation of programs and services will be adapted to follow the current Santa Clara County Health Order and Mandated Directives until it is lifted. Services may include supporting the SCYTF emergency response and coordination of services and needs under COVID-19. B. Quarterly invoicing will include direct expenses for reimbursement, such as allowable overhead and supervision, direct expenses, i.e. cell phone and mileage reimbursement for positions, wages, supplies, training, costs for pro-social activities and healthy food expenses. Any additional direct expenses will not be reimbursed by the CITY. C. Case Management services: Must provide a client list (First Initial and Last Initial) that includes the following: i. Name of youth served; ii. Include assigned Probation File Numbers for Youth (if applicable); iii. Date of birth of youth served; iv. Start date of when youth started receiving services; v. End date of when youth stopped receiving services; vi. ZIP Code of youth served (if available); vii. Ethnicity of youth served (if available); and DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -4- 4835-2267-0361v1 LAC\04706083 viii. Hours of service per youth by activity type. D. Groups: Use of Sign-In sheets to track participation, Units of Service Reports, and prepost surveys. E. Will partner with the City of Gilroy, the South County Technical Team and local community partners to further the goal and efforts of building a restorative community and preventing and de-escalating youth violence and anti-social behaviors in South County; F. Population to be served: Children, youth and families of, all genders, in the following overlapping categories: i. At-risk (At-promising) youth, defined as youth who live in or attend schools in “Hot Spots” low socio-economic areas and have some gang/violence-risk characteristics, ii. High-risk (High-promising) of violence and gang-impact (this category distinguishes from “at-risk” population by generating additional characteristics demonstrating social-risk factors and level of intensity), iii. Youth violence/ gang impacted (Youth exhibiting high-risk behaviors related to gang lifestyles), and/or iv. Youth who demonstrate to be violence/gang intentional (social circle is integrated into intergenerational gang environment; youth are identified and/or arrested for gang related incidents or acts of gang violence through the justice system. G. Case Management: Maintain a written and/or electronic individualized file for services regarding each client, document client's progress, assessment/service plan, within assigned service/program. Utilize retrospective surveys to measure effectiveness, and notify the City of problems encountered within assigned service/program. H. Have the needed level of flexibility to attend necessary meetings, including monthly South County Leadership Meetings, Technical Team meetings and impromptu climate and crisis meetings; and have ability to work weekends for important or large events and evenings as deemed necessary to carry out successful coordination of project services; staying within a 40 hour work week. J. Complete Service Delivery Calendars: To help maximize collaborative efforts with all South County agencies, the Consultant will submit calendars documenting services being rendered at different time frames, location(s) and service day(s), to the City by the 7th of each month (no need to resend if there are no new changes). K. Transport of Clients: Transportation can only occur after all necessary insurance(s) have been completed and insurances and waivers meet all necessary insurance guidelines. One-to-one driving is not allowed. Staff and youth in transport must be of the same gender, or there may be another staff member in the car of the opposite gender. This may include City of Gilroy staff. A guardian/parental permission slip must be signed each time a youth enters a Contractor’s vehicle. DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -5- 4835-2267-0361v1 LAC\04706083 If transportation occurs under life coaching/case management, all intake paperwork must be up to date and the two-to-one ratio must be enforced. a. Locations of services will occur at the identified schools, community hubs, hot-spot parks libraries, and other community locations, as deemed appropriate per client need. Contact of client and transportation must follow County and City procedures. DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE Management Plan CONSULTANT will utilize 1.0 FTE and .75 intern to implement program services. Our current Case Manager/Peer Partner, Saul Gonzalez, Jr., has years of experience with the target population for this program, and is trained and certified in National Compadres Network curriculums, El Joven Noble, Cara y Corazon, RJP and Raising Children with Pride. Job duties include case management, outreach and engagement and facilitation/coordination of curriculum- based groups at identified schools, and Restorative Justice Practices/Circle Dialogues, support positive school campus interactions on school site. THRIVE staff will be supervised by Diana Chavez, MFT Clinical Program Manager for THRIVE who currently represents our agency on the South County Technical Team. Diana will ensure contract compliance and complete the reports. Marianne Marafino, Division Director will oversee the program.. Any youth identified as needing case management or mental health services will be scheduled for a one-on-one meeting with a case manager and the youth's parents, if appropriate. It is projected that eligible youth already receiving case management services from CONSULTANT will be engaged and recruited to participate in THRIVE summer activities during the project performance period. Frequency of case management sessions will be determined based on the youth's needs. Case managers/Peer Partners will make referrals for mental health services and assist the youth in accessing them if needed. Timeline of schedule events may include, but not limited to: Due to COVID-19, the delivery and implementation of programs and services will be adapted to follow the current Santa Clara County Health Order and Mandated Directives until it is lifted. Services may include supporting the SCYTF emergency response and coordination of services and needs under COVID-19. October 2020 - Implementation and on-going curriculum-based groups are held weekly - one in Morgan Hill and one in Gilroy identified school sites. -Individual Case Management services provided - Outreach and Engagement Activity, LATI event - SCYTF Techincal Team Meeting DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -2- 4835-2267-0361v1 LAC\04706083 - SCYTF Multi-Disciplinary Team meeting with MHUSD November 2020 -On-going curriculum-based groups are held weekly in Morgan Hill and Gilroy identified school sites. -Individual Case Management services provided - Outreach and Engagement Activity. Based on program needs/COVID restrictions - SCYTF Technical Team Meeting and Policy Team Meeting - SCYTF Multi-Disciplinary Team meeting with MHUSD - Implementation of Restorative Justice Framework and Leading Circles December 2020 -On-going for curriculum-based groups in Morgan Hill and Gilroy identified school sites. -Individual Case Management services provided - Outreach and Engagement - Christmas Event with Fire Department - SCYTF Technical Team Meeting - SCYTF Multi-Disciplinary Team meeting with MHUSD January 2021 Implementation for two curriculum-based groups are held weekly - one in Morgan Hill and one in Gilroy identified school sites. -Individual Case Management services provided - Outreach and Engagement - Morgan Hill Values Youth Event booth, based on COVID restrictions, may change as deemed needed. - SCYTF Technical Team Meeting and Policy Team Meeting - SCYTF Multi-Disciplinary Team meeting with MHUSD DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -3- 4835-2267-0361v1 LAC\04706083 February 2021 - Implementation for two curriculum-based groups are held weekly in Morgan Hill and Gilroy identified school sites. -Individual Case Management services provided - Implementation of Restorative Justice Framework and Leading Circles - Outreach and Engagement BBQ in the park, based on COVID restrictions, may change as deemed needed. - SCYTF Technical Team Meeting - SCYTF Multi-Disciplinary Team meeting with MHUSD March 2021 -On-going two curriculum-based groups are held weekly in Morgan Hill and Gilroy identified school sites. - Individual Case Management services provided - Outreach and Engagement Activity based on program needs, per COVID restrictions - SCYTF Technical Team Meeting and Policy Team Meeting - SCYTF Multi-Disciplinary Team meeting with MHUSD April 2021 -On-going two curriculum-based groups are held weekly in Morgan Hill and Gilroy identified school sites. -Individual Case Management services provided - Outreach and Engagement Spring Break Party in the Park and Dia del Nino, may change due to COVID restrictions. -- SCYTF Technical Team Meeting - SCYTF Multi-Disciplinary Team meeting with MHUSD DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -4- 4835-2267-0361v1 LAC\04706083 May 2021 -Implementation of two curriculum-based groups are held weekly in Morgan Hill and Gilroy identified school sites. -Individual Case Management services provided - Outreach and Engagement: Based on COVID restrictions and/orprogram need and and Resiliency Festival, - SCYTF Technical Team Meeting and Policy Team Meeting - SCYTF Multi-Disciplinary Team meeting with MHUSD June 2021 - On-going two curriculum-based groups are held weekly in Morgan Hill and Gilroy identified school sites. -Individual Case Management services provided -Outreach and Engagement, based on COVID restrictions and program needs - SCYTF Technical Team Meeting - SCYTF Multi-Disciplinary Team meeting with MHUSD July, 2021 -On-going two curriculum-based groups are held weekly in Morgan Hill and Gilroy identified school sites. -Individual Case Management services provided - Outreach and Engagement: Based on COVID restrictions and/orprogram need and and Resiliency Festival, - SCYTF Technical Team Meeting - SCYTF Multi-Disciplinary Team meeting with MHUSD August, 2021 DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 -5- 4835-2267-0361v1 LAC\04706083 Based on program funding, the following will be determined. Completion of two curriculum-based groups are held weekly in Morgan Hill and Gilroy identified school sites. Individual Case Management services provided - Outreach and Engagement: Based on COVID restrictions and/orprogram need and and Resiliency Festival, - - SCYTF Technical Team Meeting and Policy Team Meeting - SCYTF Multi-Disciplinary Team meeting with MHUSD DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE A. Compensation to CONSULTANT Community Solutions shall be contingent upon successful completion of the services outlined in EXHIBIT B, SCOPE OF SERVICES. A statement of all professional services outlined under this AGREEMENT shall be prepared by CONSULTANT Community Solutions and submitted to the City of Gilroy on or before the eigth (8th) day of the month, following the billing time, following completion of each of the Services identified in EXHIBIT B. If the services have been completed to the satisfaction of the City of Gilroy, the CITY shall make payment to the CONSULTANT within thirty (45) business days after receipt of the statement and approval thereof. B. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT shall not exceed total budget: $89,984. CONSULTANT to successfully complete the project within the 11 month period. Quarterly reimbursement will be based on work completed, per budget specifications. C. Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. All contract deliverables needed for payment are stated in Exhibit B and include the completion of an invoice, with relevent direct expenses back up, monthly narrative and statistical reporting to show measurement for successful targeted youth intervention, groups and pro-social activities in pre-designated areas. Invoices and back up will be submmited to the CITY, by the 8th day of the next month, as follows, with the expection of the City funder requests the final invoice prior to the month's end. If the 8th falls on a weekend, repports and invoices are due the following Monday: Reporting Time Frame Invoice Deadline October 1- October 31, 2020 November 8, 2020 November 1- November 30. 2020 December 1- December 31, 2020 January 1- January 31, 2021 February 8, 2021 February 1- February 28, 2021 March 1-March 31, 2021 April 1- April 30, 2021 May 8, 2021 DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1 4835-2267-0361v1 LAC\04706083 May 1- May 31, 2021 June 1- June 30, 2021 June 8, 2021 July 1 - July 31, 2021 August 1- August 31, 2021 September 8, 2021 Please allow up 45 business days between submittal of invoice and confirmed back up verification for the processing of payment. Invoices will be returned if necessary back up is not attached and timing of check processing will be paused. D. BUDGET - Community Solutions for Children, Families and Individuals Program: South County Youth Task Force Total Project Budget $89,984 $44,992 for Services in Morgan Hill/ San Martin: A C Personnel Costs Case Manager (0.5 FTE) $ 25,340 Intern (0.75 FTE) $ - Payroll Taxes $ 2,027 Employee Benefits $ 6,335 SUBTOTAL PERSONNEL COST: $ 33,702 Professional Fees - Acct/Legal $ 350, Program Supplies $ 1,600, Telephone $ 500, Postage & Shipping $ 100, Occupancy $ 250 Rent $ 2,000, General Insurance $ 400, Utilities $ 500 Rental/Maintenance of Equipment $ 350, Mileage Reimbursement $ 900, Membership Dues $ 100 Licensing Fees $ 150, SUBTOTAL OPERATING EXPENSES: $ 7,200 Administrative Overhead $ 4,090 SUBTOTAL INDIRECT COST: $ 4,090 Grand Total**** $ 44,992 Services in Morgan Hill/ San Martin $44,992 for Services in Gilroy: A C Personnel Costs Case Manager (0.5 FTE) $ 25,340 Intern (0.75 FTE) $ - Payroll Taxes $ 2,027 Employee Benefits $ 6,335 SUBTOTAL PERSONNEL COST: $ 33,702 Professional Fees - Acct/Legal $ 350 Program Supplies $ 1,600 Telephone $ 500 Postage & Shipping $ 100 Occupancy $ 250 Rent $ 2,000 General Insurance $ 400 Utilities $ 500 Rental/Maintenance of Equipment $ 350 Mileage Reimbursement $ 900 Membership Dues $ 100 Licensing Fees $ 150 SUBTOTAL OPERATING EXPENSES: $ 7,200 Administrative Overhead $ 4,090 SUBTOTAL INDIRECT COST: $ 4,090 Grand Total**** $ 44,992 Services in Gilroy EXPENSE ITEMS PREVENTION, EDUCATION AND TRAINING SERVICES Morgan Hill | San Martin Schools Direct Costs* Operating Expenses** Indirect Costs *** ( 7% of budget) DocuSign Envelope ID: 364FE45D-DEA6-4606-88FA-DE64E94B6073DocuSign Envelope ID: DDCC95AF-7445-416C-B4A5-AE4290823EF1