Loading...
HomeMy WebLinkAboutAgreement - Carry the Vision - South County Restorative Justice Youth Diversion Program - Signed 2021-11-15 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 15 day of November, 2021, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Carry the Vision, having a principal place of business at 7365 Monterey Road #3 Gilroy CA 95020. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on November 15, 2021 and will continue in effect through June 30, 2022 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: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -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 $43,565. 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: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -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 omissio ns 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, los ses, 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: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -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 emplo yees 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:  CITY will not withhold FICA (Social Security) from CONSULTANT’S payments;  CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf;  CITY will not withhold state or federal income tax from payment to CONSULTANT;  CITY will not make disability insurance contributions on behalf of CONSULTANT;  CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -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 fo r 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 have 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: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -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: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -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 th e 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 an y 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: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -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 inval id, 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: Carry the Vision CITY OF GILROY By: By: Name: Shelley Swan Name: Pedro Espinoza Title: Executive Director Title: Chief of Police Social Security or Taxpayer Identification Number 01-0952753 DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -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 Shelley Swan, 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 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: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -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 av ailable to CITY at the CITY’s offices within five (5) business days after CITY’s request. DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -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 m aterial 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: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -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: Shelley Swan, Executive Director Carry the Vision 7365 Monterey Road, Suite 203 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, comm ission, percentage, brokerage fee, gift or contingent fee. DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES CONSULTANT Carry the Vision 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), Program Narrative Report, Units of Service Workbook (OUS) report and invoicing format, to the City of Gilroy in a timely manner. The Youth Thrive Diversion Program (YTDP) (a.k.a. South County Restorative Justice Youth Diversion Program, a.k.a. Diversion Program) provides an opportunity for youth who engaged in conduct that harms others and themselves to come together with those who have been impacted by the behavior, including victims and community members, to collectively address the harm that occurred at a community level. 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. The service delivery time frame is: November 15, 2021 - June 30, 2022. Population to be served: youth that are referred from a South County law enforcement agency whom are under the age of 18 years old at the time of the incident in question, of all genders, and their families. CONSULTANT Carry the Vision shall complete the following services: 1. CONSULTANT will fulfill the South County Restorative Justice Youth Diversion Program Diversion Program Coordinator (DPC) position, which includes duties and responsibilities as outlined below. 2. DPC coordinates the Diversion Program’s logistics including but not limited to: - Oversees program fidelity, - Follows and ensures Diversion Program Partner Agencies and Team Members follow the South County Restorative Justice Youth Diversion Program Guide and practices developed by the Diversion Program, - Facilitates communication among Diversion Program Team Members and troubleshoot conflicts with Diversion Program Team Members, - Facilitates monthly collaborative meetings among Diversion Program Team Members, - Coordinates the referral process and process of youth progressing through the Diversion Program, assists youth in progressing through the Diversion Program, including preparation for the Restorative Justice Circle (RJ Circle), - Coordinates RJ Circles, and may participate in the RJ Circles when available, appropriate, or needed. DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -2- 4835-2267-0361v1 LAC\04706083 - Assists youth with completing their Restorative Agreement (RA) through check-ins, referrals, or in any way that DPC deems appropriate for the specific youth, and, - Tracks, collects and analyzes data for the Diversion Program. 3. DPC coordinates 1 to 4 days of restorative justice circles per month. 4. DPC maintains a Performance Activity Report (PAR) that tracks youth progress through the Diversion Program that tracks client information such as: name of youth served, date of birth, start and end date for when youth received services, zip code of youth served, ethnicity of youth served, and hours of service per youth by activity type. 5. DPC oversees, coordinates, and tracks the restitution process for youth where restitution is a part of a RA (which is created by a RJ Circle). 6. DCP coordinates or assists with coordinating trainings for the Diversion Program Team Members, volunteers, and others who participate in the Diversion Program. 7. DPC provides or facilitates providing youth and/or youth's family with linkage or referral to community, local, or county assets and resources, as needed. 8. DPC is able to conduct outreach or engagement activities with youth and families for the Diversion Program in Morgan Hill, San Martin, and Gilroy when needed, appropriate, available, or requested. Outreach or engagement activities is to be interpreted broadly and can include, but is not limited to, tabling at events, attending at meetings, participating in pro-social activities; having conversations with youth, community members, volunteers, agencies and government entities, and others that seek to promote or encourage participation in the Diversion Program, and engaging in any activity, in the community or school, that seeks to promote, encourage participation and educate others in the Diversion Program. 9. Subject to DPC's availablity, hours, and other duties and responsibilities, DPC is encouraged to attend and participate in the monthly South County Youth Task Force (SCYTF) Technical Team meetings and SCYTF Multi-Disciplinary Team (MDT) meetings. A. Sign-In sheets to track participation, Units of Service Reports, and pre/post surveys. B. 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; C. Case Files : 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. D. DPC attends necessary Diversion Program meetings and activites and has the flexibility to attend necessary meetings and activities as they arise, which may occur outside of traditional DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -3- 4835-2267-0361v1 LAC\04706083 8:00 a.m. to 5:00 p.m., Monday through Friday work hours. DPC may have to work evenings and/or weekends in order to carry out successful coordination of the Diversion Program. E. 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). F. Transport of Youth: 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. DPC 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 DPC's vehicle. 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. Contact of youth and transportation must follow County and City procedures. DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE Management Plan CONSULTANT will utilize .05 FTE to implement program services (up to 25 hours per week). Diversion Program Coordinator, Mark Segovia, has over 20 years of experience with the target population for this program, and is recently trained and certified in Restorative Justice, Group Facilitation Skills, and Recovery Circles. In addition, Mark is a graduate of the Le Cordon Bleu Texas Culinary Academy, a Certified Executive Chef, and the holder of an Associate of Science Degree in Culinary. Mark has designed and managed over 25 restaurants and kitchens. Job duties include: Oversight of program fidelity, referral process, partner with Community Based Organizations (CBOs) and Youth Support Specialists to ensure consistent practices, troubleshoot conflicts with participants, program team members, and communit y members, facilitate monthly collaborative meetings among Diversion Program Team members and other stakeholders, connect and facilitate communication among Diversion Program Team members, coordinate Restorative Justice Circles, tracks, collects and analyz es data, assists with coordinating trainings for the Diversion Program Team and volunteers, bilingual (English/Spanish). The Diverson Program Coordinator will be supervised by Shelley Swan, who is the Executive Director of Carry the Vision (CTV). CTV's mission and vision is co-creating compassionate communities one person at a time and that lives are transformed through connected and caring communities. Shelley, along with the Diversion Program Cooridnator will ensure contract compliance and complete the reports in a timely manner. 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. November 2021 - Outreach and Engagement Activity. Based on program needs. -SCYTF Diversion Implementation Team Meetings December 2021 - Outreach and Engagement Activity. Based on program needs. -Overseeing youth referrals from the South County Law Enforcement Agencies, and linking them with Community Based Organization partners. DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -2- 4835-2267-0361v1 LAC\04706083 -Coordinating 1 to 4 days of RJ Circles -Supporting youth in preparing for RJ Circles and in completing their Restorative Agreements - RJ Youth Divesion Program Gilroy Community Information Night -Gilroy Rotary Presentation January 2022 -Overseeing youth referrals from the South County Law Enforcement Agencies, and linking them with Community Based Organization partners. -Coordinating 1 to 4 days of RJ Circles -Supporting youth in preparing for RJ Circles and in completing their Restorative Agreements - Facilitating monthly team meetings -Connection Practice Training February 2022 -Overseeing youth referrals from the South County Law Enforcement Agencies, and linking them with Community Based Organization partners. -Coordinating 1 to 4 days of RJ Circles -Supporting youth in preparing for RJ Circles and in completing their Restorative Agreements -Facilitating monthly team meetings March 2022 -Overseeing youth referrals from the South County Law Enforcement Agencies, and linking them with Community Based Organization partners. -Coordinating 1 to 4 days of RJ Circles -Supporting youth in preparing for RJ Circles and in completing their Restorative Agreements -Presentation to Policy Team and Tech Team about the RJ Youth Diversion Program - Facilitating monthly team meetings April 2022 -Overseeing youth referrals from the South County Law Enforcement Agencies, and linking them with Community Based Organization partners. DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 -3- 4835-2267-0361v1 LAC\04706083 -Coordinating 1 to 4 days of RJ Circles -Supporting youth in preparing for RJ Circles and in completing their Restorative Agreements - Facilitating monthly team meetings May 2022 -Overseeing youth referrals from the South County Law Enforcement Agencies, and linking them with Community Based Organization partners. -Coordinating 1 to 4 days of RJ Circles -Supporting youth in preparing for RJ Circles and in completing their Restorative Agreements - Facilitating monthly team meetings June 2022 -Overseeing youth referrals from the South County Law Enforcement Agencies, and linking them with Community Based Organization partners. -Coordinating 1 to 4 days of RJ Circles -Supporting youth in preparing for RJ Circles and in completing their Restorative Agreements - Facilitating monthly team meetings DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE A. Compensation to CONSULTANT Carry the Vision 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 Carry the Vision and submitted to the City of Gilroy on or before the 10th day of the month, following the billing month, 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 $43,565. CONSULTANT to successfully complete the project within the 7.5 month period. 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 a quarterly 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. Monthly 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. Montly invoices and all back up documentation (monhtly RJ calendars, PAR monhtly report, staff timesheets, agency invoice, OUS workbook, and Narrative report) will be submitted to the CITY by the 10th day of the next month, as follows or the Friday prior to if the 10th falls on a weekend. An exception will be the last monhtly invoice as the City funder requests the final invoice prior to the month's end: Months Invoice Deadline Quarter 1: November 15, 2021-December 31, 2021 January 10th, 2022 Quarter 2: January 1- 31, 2022 February 10, 2022 February 1- 28, 2022 March 10, 2022 March 1- 31, 2022 April 10, 2022 Quarter 3: DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2 4835-2267-0361v1 LAC\04706083 April 1-30, 2022 May 10, 2022 May 1-31, 2022 June 20, 2022 June 1-30, 2022 June 20, 2022 Please allow up 45 business days between submittal of invoice and confirmed back up verification for the processing of payment. Back up inclues but it not limited to any of the following: timecard for program coordinator, sign in sheets for services and programs sponsored by this agreement, fliers and brochures, pictures for program activities, meeting agendas and notes, and any other documentaiton related to the any of the diversion program activities. Invoices will be returned if necessary back up is not attached and timing of check processing will be paused. D. BUDGET - Carry the Vision- South County Youth Task Force Total Program Budget $43,565: -Personnel Costs Program Coordinator (0.5 FTE) $ 28,875 -Payroll Taxes/Employee Benefits $ 7,508 SUBTOTAL PERSONNEL COST: $ 36,383 -Professional Fees - Program Supplies $1,500 SUBTOTAL OPERATING EXPENSES: $ 1,500 -Administrative Overhead $ 5,682 SUBTOTAL INDIRECT COST: $ 5,682 DocuSign Envelope ID: 3295D0D1-0934-4860-875D-784D0D83AB7DDocuSign Envelope ID: 56171375-06C7-4CB6-9F98-8E9FDA9D73C2