HomeMy WebLinkAboutAgreement - Empowering Our Community for Success - Contract No. 24PD1290 - Part-Time Diversion Program Coordinator - Signed 2023-09-01City of Gilroy
Agreement/Contract Tracking
Today’s Date:
November 9, 2023 Your Name: Trish Vigil
Contract
Type:
Services over $5k - Consultant Phone Number: 846-0316
Contract Effective Date:
(Date contract goes into effect)
9/1/2023
Contract Expiration Date: 1/31/2024
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
Empowering Our Community for Success
Account Code: 2283000-51630 BSCC Title II
Contract Subject:
(no more than 100 characters)
Part Time Diversion Program Coordinator
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
25000
By submitting this form, I confirm
this information is complete:
Date of Contract
Contractor/Consultant name and complete address
Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
Taxpayer ID or Social Security # and Contractors License # if
applicable
Contractor/Consultant signer’s name and title
City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
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AGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 1 day of September, 2023, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Empowering Our Community For Success, having a principal place of
business at 1711 Warburton Ave Suite 5, Santa Clara, California, 95050, .
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on September 1, 2023 and will continue in effect through
January 31, 2024 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 sh all
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.
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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 $25,000.
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 Cit y 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.
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ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services und er
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; provided however,
Professional Liability Insurance written on a claims made basis must comply with the requirements
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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:
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.
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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 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
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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.
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
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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.
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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:
Empowering Our Community for Success CITY OF GILROY
By: By:
Name: Daniel Chavez Name: Pedro Espinoza
Title: CEO Title: Police Chief, City of Gilroy
Social Security or Taxpayer
Identification Number 47-2643930
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Approved as to Form ATTEST:
City Attorney City Clerk
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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 Dominic Goldamez, 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 fort h in the attached
Exhibit “C”.
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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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.
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
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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 resul t 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.
H. NOTICES.
Notices are to be sent as follows:
CITY: Sandra Cruz, SCYTF Coordinator
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
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CONSULTANT: Daniel Chavez, CEO-E.O.C.S. 1711 Warburton
Ave Suite 5, Santa Clara, California, 95050
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.
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EXHIBIT “B”
SCOPE OF SERVICES
CONSULTANT Daniel Chavez shall perform the following services and duties that pertain to the
interim Part-Time Diversion Program Coordinator (DPC) position for the Project II THRIVE
(Transformation and Hope, Resiliency, Integrity, Voice & Engagement) South County Restorative
Justice Youth Diversion Program (RJYDP), a programmatic initiative which aims to support youth
and families through a restorative justice framework while improving public and youth safety by
reducing youth-led citation and violence within South Santa Clara County. This is a part-time
position under the State of California Title II Grant for three (3) calendar years beginning January
1, 2023 to December 31, 2025. This interim DPC position runs five months, between September
1, 2023 through January 31, 2024.
PROGRAM REVIEW: The Project II THRIVE RJYDP provides an opportunity for South Santa
Clara County youth who engage in alleged harmful or citable conduct to come together with
impacted community members and collectively address the incident as a circle, while s upporting
and respecting youth as valuable community members. Completion of the voluntary program
diverts youth away from the Juvenile Justice System by striving to decrease historical and
systematic inequities and barriers by removing the citation. This program is also meant to provide
local supports that youth and families feel they need to heal and thrive, while shifting the law
enforcement and juvenile justice system away from first time citations of specific offenses.
Based on Restorative Justice (RJ) framework, RJYDP operates through a trauma-informed lens
and seeks to address root causes of harmful behaviors through program milestones. Youth voice
alongside local community will create solutions needed to cultivate positive opportunities and
pathways. By way of the Title II grant funded, the pilot program will expand the number of youth/
families served and expand referring agency capacity.
CONSULTANT EOCS shall complete the following services:
1. WORK ACTIVITIES:As a part-time interim DCP, the CONSULTANT will fulfill all
coordination and logistic roles of the RJYDP program, to include but not limited to:
•Overseeing, coordinating and supporting youth referrals and referral processing from acceptance
to program completion to program model fidelit y, to include preparing youth and their support
systems for the Restorative Justice Circle (RJ Circle),
•Supporting monthly collaborative meeting with team members;
•Ensuring Team Members follow the South County RJYDP Guide and practices developed by the
RJYDP.
•Will approximately oversee 25 new youth referrals, as assigned referrals from LEAs, within the
service agreement time frame, along with maintaining and closing currently open cases.
•Offer ongoing support to all youth referred to the diversion program and who want to participate.
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•Ensuring all youth referred, who agree to participate in the program, complete an intake
interview/assessment within 2 weeks of the CBO receiving the referral.
•Connecting youth and family to a CBO partner for intake and assessment, and assisting youth
with completing their Restorative Agreement (RA) through check-ins, referrals, or in any way the
CONSULTANT deems appropriate for the specific youth, and,
•Conducting youth entrance and exit surveys.
•Preparing and ensuring all youth who participate in a restorative justice circle receive proper
explanation, support and preparation so they feel safe for their circle.
•Coordinating 2-4 Restorative Justice Circles per month, ensuring the proper personnel to be there
(i.e. Circle Keeper, family, youth supporters, community members, school personnel, etc.).
CONSULTANT may participate in the Circles when available, appropriate, or needed.
•Making referrals to local CBOs and agencies for evidence-based programs based on assessment,
intake interview and needs identified through the restorative circle.
•Overseeing, coordinating, and tracking the restitution process for youth where restitution is a part
of a RA (which is created by a RJ Circle).
•Working with the City and law enforcement agencies to ensure they review all citations to
determine eligibility for referral to the Diversion Program.
•Attending necessary RJTDP meetings and activities and attending necessary meetings and
activities as they arise, which may occur outside of traditional 8:00 a.m. to 5:00 p.m., Monday
through Friday work hours. CONSULTANT may have to work evenings and/or weekends to carry
out successful coordination of the Diversion Program.
•Conducting outreach or engagement activities with youth and families for the Diversion Program
in Morgan Hill, San Martin, and Gilroy when 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 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 leading or engaging in any
activity, in community or school, that seeks to promote, encourage participation and educate others
in the Diversion Program.
•Encouraged to attend and participate in the monthly SCYTF Technical Team meetings and
SCYTF Multi-Disciplinary Team (MDT) meetings.
•Supporting the tracking and collecting of data for the Diversion Program.
2. DATA COLLECTION: The CONSULTANT will help complete required reporting data and
submit it to the City of Gilroy (City) in a timely manner. The CONSULTANT will maintain forms
to help with data tracking, to include sign-in sheets to track participation, help complete monthly
and quarterly BSCC reporting and any additional reporting necessary for program evaluation.
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•The CONSULTANT will maintain a Performance Activity Report (PAR) to co llect and track
youth demographics and progress through the RJYDP with client demographic that BSCC
requests, such as: first and last name initials; date of birth; age; start and end date for services
given, gender (male; female/Agender/Bigender/Cisgender/Non-Binary); Offender Status (at-risk
population- no prior offense; first-time offenders; repeat offenders; status offenders; violent
offenders); other factors (mental health; pregnant; substance abuse; truant/dropout); project cost
per youth; zip code of youth served, ethnicity of youth served, and hours of service per youth by
activity type , and the CONSULTANT will need to provide the following project youth
demographics (monthly/ are we using an updated version of UOS report or other tracking tool?).
• The CONSULTANT will maintain Project Assessment data, within the Units of Service
Workbook, to include: Number of project youth served; Number and percent of program youth
who offend or reoffend; Number and percent of program youth completing program requirements;
Number and percent of program youth exhibiting a desired change in targeted behaviors: substance
abuse; school attendance; gangs; employment status; Number and percent of program youth
charged with formal probation violations; Average length of time between intake and referral for
program youth; Number and percent of program youth who are re-victimized or citated for similar
offense and Number and percent of families/youth/victims/staff satisfied with the project.
•CONSULTANT will complete the monthly narrative (Appendix B).
3. PROJECT BOOKS AND RECORDS: The CONSULTANT shall establish an official file for
the project. The file shall contain adequate documentation of all actions taken with respect to the
project, including copies of this Agreement, approved program/budget modifications, financial
records, programmatic information and required reports. These records shall be maintained for a
minimum of three (3) years after the acceptance of the final grant project audit under the Grant
Agreement and shall be subject to examination and/or audit by the BSCC or designees, state
government auditors or designees, or by federal government auditors or designees.
A. The CONSULTANT will maintain adequate fiscal and project books, records, documents,
and other evidence pertinent to the work on the project in accordance with generally accepted
accounting principles. Adequate supporting documentation shall be maintained in such detail so
as to permit tracing transactions from the invoices and payments to the accounting records, to the
supporting documentation.
B. The CONSULTANT shall establish separate accounting records and maintain documents
and other evidence sufficient to properly reflect the amount, receipt, and disposition of all program
funds, including grant funds and any matching funds by CONSULTANT. Source documentation
to be kept and filed includes copies of all approved modifications, financial records, and progress
reports.
C. Personnel and payroll records shall include the time and attendance reports for all
individuals reimbursed under the Title II grant, whether they are employed full -time or part-time,
and submitted along with Invoice and Reports to the City.
D. The CONSULTANT shall maintain documentation of donated goods and/or services,
including the basis for valuation.
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E. The CONSULTANT agrees to protect records adequately from fire or other damage.
When records are stored away from the CONSULTANT’s principal office, a written index of the
location of records stored must be on hand and ready access must be assured.
F. Access to Books and Records: The CONSULTANT will make such books, records,
supporting documentations, and other evidence available to the City and BSCC or designee, the
State Controller’s Office, the Department of General Services, the Department of Finance,
California State Auditor, and their designated representatives during the course of the project and
for a minimum of three (3) years after acceptance of the final grant project audit. The
Subcontractor shall provide suitable facilities for access, monitoring, inspection, and copying of
books and records related to the grant-funded project.
G. All CONSULTANT records relevant to the program must be preserved a minimum of three
(3) years after closeout of the grant project and shall be subject at all reasonable times to inspection,
examination, monitoring, copying, excerpting, transcribing, and auditing by the BSCC or
designees. If any litigation, claim, negotiation, audit, or other action involving the records has
been started before the expiration of the three (3) year period, the records must be retained until
the completion of the action and resolution of all issues which arise from it or until the end of the
regular three (3) year period, whichever is later.
4. AUDIT: The CONSULTANT must be prepared to complete an annual audit by the BSCC for
each fiscal year/audit period, or fraction thereof, for the entire three-year grant cycle.
CONSULTANT agrees that the awarding department of BSCC, the Department of General
Services, the Bureau of State Audits, or their designated representative shall have the right to
review and to copy any records and supporting documentation pertaining to the performance of
this Agreement. CONSULTANT agrees to maintain such records for possible audit for a minimum
of three (3) years after final payment unless a longer period of records retention is stipulated.
Contractor agrees to allow the auditor(s) access to such records during normal business hours and
to allow interviews of any employees who might reasonably have information related to such
records. Further, CONSULTANT agrees to include a similar right of the State to audit records and
interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7,
Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).
5. CONSULTANT’S GENERAL RESPONSIBILITY: The CONSULTANT agrees to comply
with all terms and conditions of this Service Agreement.
A. The CONSULTANT is responsible for the performance of all project activities identified
in this Scope of Work.
B. The CONSULTANT shall immediately advise the City of any significant problems or
changes that arise during the course of the project through the Monthly Narrative Report and via
monthly check-in meetings.
6. MODIFICATIONS: No change or modification in the project will be permitted without prior
written approval from the BSCC, and therefore the City. The City will request changes to BSCC
and communicate to the CONSULTANT. Request for changes may include modification to project
scope, changes to performance measures, compliance with collection of data elements, and other
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significant changes in the budget or program components contained in this Service Agreement
which is based on the Application for Funding the City submitted to BSCC. Changes shall not be
implemented by the project until authorized by the BSCC and the City will authorize the
CONSULTANT when those changes can or cannot be implemented.
7. REQUIREMENT TO REPORT POTENTIALLY DUPLICATIVE FUNDING: If The
CONSULTANT currently has other active awards of local or federal funds, or if the
CONSULTANT receives any other award of local or federal funds during the period of
performance for this award, the CONSULTANT promptly must determine whether funds from
any of those other local or federal awards have been, are being, or are to be used (in whole or in
part) for one or more of the identical cost items for which funds are provided under this award. If
so, the recipient must promptly notify the City in writing of the potential duplication, and, if so
requested by the City, must seek a budget-modification or change-of-project-scope grant
adjustment notice (GAN) to eliminate any inappropriate duplication of funding.
8. TERMINATION FOR CAUSE: The City may terminate the Service Agreement and be relieved
of any payments should the CONSULTANT fail to perform the requirements of this Service
Agreement at the time and in the manner herein provided. In the event of such termination the City
may proceed with the work in any manner deemed proper by the City, as per notification by the
State. All costs to the City shall be deducted from any sum due the Contractor under this
Agreement and the balance, if any, shall be paid to the Contractor upon demand.
9. NON-DISCRIMINATION CLAUSE: During the performance of this Service Agreement, the
CONSULTANT shall not deny the Agreement services and benefits to any person on the basis of
race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, genetic information, marital status, sex, gender, gender identity, gender expression, age,
sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against
any employee or applicant for employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic information, marital
status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and
veteran status. Contractor shall insure that the evaluation and treatment of employees and
applicants for employment are free of such discrimination. Contractor and subcontractors shall
comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.),
the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of
Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-
11139.5), and the regulations or standards adopted by the awarding state agency to implement such
article. Contractor shall permit access by representatives of the Department of Fair Employment
and Housing and the awarding state agency upon reasonable notice at any time during the normal
business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts,
and all other sources of information and its facilities as said Department or Agency shall require
ascertaining compliance with this clause. Contractor and its subcontractors shall give written
notice of their obligations under this clause to labor organizations with which they have a collective
bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.)
The CONSULTANT shall include the nondiscrimination and compliance provisions of this clause
in all subcontracts to perform work under the Agreement.
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9. 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. The CONSULTANT 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 staff. A
guardian/parental permission slip must be signed each time a youth enters the CONSULTANT'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.
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EXHIBIT “C”
MILESTONE SCHEDULE
Management Plan
CONSULTANT will utilize .5 FTE to implement program services. Interim Diversion Program
Coordinator, Dominic Galdamez will have the following 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 community 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 analyzes data, assists with coordinating trainings for the Diversion Program
Team and volunteers. Full list of duties is listed in Exhibit B.
Job duties include but arte not limted to: 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 community
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 analyzes data, assists with
coordinating trainings for the Diversion Program Team and volunteers, bilingual
(English/Spanish).
Diversion Program Coordinator, Dominic Goldamez.
The Diverson Program Coordinator will be supervised by Daniel Chavez, who is the CEO for
EOCS. EOCS mission and vision is Empowering Our Community For Success will empower our
youth and their families to make life affirming choices through early intervention that will lead to
a rewarding a successful future. 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:
September 2023-Janaury 2024
-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
- Supporting monthly team meetings
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EXHIBIT “D”
PAYMENT SCHEDULE
A. Compensation to CONSULTANT Daniel Chavez 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
Empowering Our Community for Success and submitted to the City of Gilroy on or before the 8th 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 forty five (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 $25,000. CONSULTANT to successfully complete the project
within the 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.
All supporting documentation must be submitted for monthly expenditures upon BSCC’s and
therefore, the City’s request. All supporting documentation must be maintained by the grantee on site
and be readily available for review during BSCC site visits.
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 8th day of the next month, as follows or the Friday prior to if the 8th 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
September 1-30, 2023 October 8, 2023
October 1-31, 2023 November 8, 2023
November 1-30, 2023 December 8, 2023
December 1-31, 2023 Janury 8, 2024
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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 - EOCS South County Youth Task Force Diversion Program
Total Program Budget (for the period of September 2023 through Janauary 2024) $25,000
-Personnel Costs Part TimeProgram Coordinator: $15,750
-Payroll Taxes/Employee Fringe and Benefits $ 4,095
SUBTOTAL PERSONNEL COST: $ 19,845
-Professional Fees – Mileage $1,250
SUBTOTAL OPERATING EXPENSES: $ 1,250
-Administrative Overhead $ 3,905
SUBTOTAL INDIRECT COST: $ 3,905
Account Code: BSCC Title II 2283000-51630
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