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HomeMy WebLinkAboutAgreement - Victory Outreach - Late Night Gym Morgan Hill YouthCity of Gilroy Service Agreement / Contract Tracking Today’s Date 1/7/25 Your Name Trish Vigil Contract Type Phone Number 316 Contract Effective Date January 1, 2025 Contract Expiration Date June 30, 2025 Contractor/Consultant Name Victory Outreach Contract Subject Late Night Gym Morgan Hill Youth Contract Amount $47,355 FY Budget Amount $47,355 Org/Object Code 2283000-51630 BSCC Title II Grant Funds Contract Number (Assigned by City Clerk) Routing Steps for e-signature Risk Manager City Attorney Approval as to Form City Administrator or Department Head City Clerk Attestation Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 25PD0003 Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 CITY OF GILROY 7351 ROSANNA ST GILROY, CA 95020 07/25/2024Effective Date: Name of Additional Insured Person(s) Or Organization(s): POLICY NUMBER:NPP1622021A COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 Of 1 Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. However: The insurance afforded to such additional insured only applies to the extent permitted by law; and 1. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: B. Required by the contract or agreement; or1. Available under the applicable Limits of Insurance shown in the Declarations; 2. whichever is less. If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. In the performance of your ongoing operations; or1. In connection with your premises owned by or rented to you. 2. Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 Victory Outreach- Gilroy 7401 Hanna St Gilroy, CA 95020 Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 0 Berkshire Hathaway Direct Insurance Company 10391 01/06/2025 A N9WC675585 01/07/2025 01/07/2026 City of Gilroy 7351 Rosanna St Gilroy, CA 95020 X 1,000,000 1,000,000 1,000,000 N 0 0 0 0 0 Victory Outreach- Gilroy 7401 Hanna St Gilroy, CA 95020 BIBERK P.O. Box 113247 Stamford, CT 06911 Professional Liability (Errors & Omissions): Claims-Made Per Occurrence/ Aggregate 203-654-3613844-472-0967 customerservice@biBERK.com Policy #N9WC675585 contains a blanket Waiver of Subrogation therefore the insurer agrees to waive its right to recover from the certificate holder to the extent required by written contract. Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 27th day of December, 2024, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Victory Outreach, having a principal place of business at 8401 Hanna Street, Gilroy, CA 95020. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on January 1, 2025 and will continue in effect through June 30, 2025 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. Bo th 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: 944B133C-7B5F-4801-9027-72D59C951187 -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 $47,355. 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. Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -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 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 Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -4- 4835-2267-0361v1 LAC\04706083 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. Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -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 a nd 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 Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -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. 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 Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -7- 4835-2267-0361v1 LAC\04706083 attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -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 invali d, 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: Victory Outreach CITY OF GILROY By: By: Name: Jesse Jimenez Name: Pedro Espinoza Title: CEO Title: Police Chief, City of Gilroy Social Security or Taxpayer Identification Number Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 77-0283714 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -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 Lisa Jimenez, 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”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -2- 4835-2267-0361v1 LAC\04706083 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 t he 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 Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -3- 4835-2267-0361v1 LAC\04706083 other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. H. NOTICES. Notices are to be sent as follows: CITY: Sandra Cruz, SCYTF Coordinator City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -4- 4835-2267-0361v1 LAC\04706083 CONSULTANT: Jesse Jimenez Victory Outreach 8401 Hanna Street, Gilroy, CA 95020 I. FEDERAL FUNDING REQUIREMENTS. If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES CONSULTANT will coordinate and provide services, outlined and specified in reporting data outlined below, necessary for program evaluation: ie. monthly progress and quarterly financial reporting utilizing Program Activity Report (PAR), Units of Service Workbook (OUS) report and invoicing format; as well as ongoing program improvement, to the City of Gilroy in a timely matter. This program is part of the South County Project II THRIVE (Transformation and Hope, Resiliency, Integrity, Voice & Engagement) Project, in effort to prevent and reduce juvenile delinquent behaviors, prevent/ reduce recruitment of youth into gangs and prevent/ reduce youth violence in South Santa Clara County. Service delivery time frame: January 1, 2025- June 30, 2025 at MHUSD's Britton Middle School. CONSULTANT shall complete the following services: 1. Open Gym and Community Building Activities: a. Program Planning and Implementation: Develop and implement an open gym type program that encourages pro-social behavior through sports, arts, and other community-building activities. This gym should be available to all students but will prioritize those who are referred due to behavioral, attendance, and engagement concerns. b. Supervision and Engagement: Oversee the open gym, ensuring the participation of students, staff, and community members. Provide supervision and engage students in activities that promote relationship-building and community cohesion. c. Coordinating Meals and Snacks: Organize and provide one meal per afternoon/evening program, and snacks for participants during the open gym. d. Restorative Practices: Facilitate informal and formal restorative justice and community- building circles and discussions to promote healing, conflict resolution, and relationship-building among students, staff, and parents. e. Frequency and Duration: For each school site, the open gym will take place twice a month after school for three hours, with the potential for expansion based on program success. f. Coordination with Diversion Program Coordinator and School Administration: Work closely with the Diversion Program Coordinator and SVMS and BMS administration to ensure students are appropriately referred to the open gym. 2. Harm Repair Process: a. Eligibility and Intake: Assist in the referral process by id entifying students eligible for the diversion program based on their involvement in behaviors such as aggression, substance use, repeated behavioral issues, or attendance and engagement. Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -2- 4835-2267-0361v1 LAC\04706083 b. Restorative Justice Circles: Facilitate or participate in restorative justice circles to help students understand the impact of their behavior, take responsibility, and develop a Restorative Agreement (RA) outlining steps for harm repair. The RA will include participation in the open gym and possibly other restorative circles or actions, such as community service or counseling. Assisting with outreach and family engagement for youth in the Diversion Program. Participate, when appropriate, in circles where youth are involved in the school-based or citation-based Diversion Program. 3. Coordination with Diversion Program Coordinator and School Administration: Work closely with the Diversion Program Coordinator, SVMS, and BMS administration to ensure students are appropriately referred to the Diversion Program pilots and receive the necessary support for successful completion of the RA Training for Educators and Community: a. Restorative Justice Training: Work closely with the Diversion Program Coordinator to coordinate and offer comprehensive trainings for SVMS and BMS educators, staff, and community volunteers on restorative justice principles and practices. This training will enable participants to use restorative practices in everyday school interactions and as part of the diversion program. Funding for training will be covered by the SCYTF from separate funding. b. On-going Support: Offer additional training and check-ins to support educators and community members in applying restorative practices within the school environment, especially in disciplinary situations. 4. Program Monitoring, Evaluation, Meetings, and Communication: a. Tracking Participation and Outcomes: Monitor student participation in the program, including attendance at open gyms, engagement in restorative justice circles, and completion of Restorative Agreements. Administering pre- and post-participation surveys and data collection. b. Reporting: Provide regular reports on the effectiveness of the program, including metrics such as reductions in suspensions, improvements in student behavior, improvements in attendance and engagement, and feedback from students, parents, and school staff. c. Continuous Improvement: Assess program progress and make adjustments as needed to ensure the program meets its goals of reducing disciplinary actions and fostering a positive school environment. d. Meetings and Communication: Attend Diversion Program meetings, trainings, and other meetings necessary to carry-out the scope of work. Regularly be in communication with SCYTF / Diversion Program administrators and the Diversion Program Coordinator. 5. Partner, Community and Family Engagement and Collaboration: a. Parent Involvement: Involve parents and guardians in the restorative process, especially when students are referred to the diversion program. Ensure parents are informed and encouraged to participate in restorative circles, family meetings, and the open gym program. Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -3- 4835-2267-0361v1 LAC\04706083 b. Community Collaboration: Work with local community organizations to provide additional resources and support for students in the Diversion Program, including mental health services, academic support, and mentorship. c. Bilingual (English/Spanish) capacity encouraged. d. Ability to clear FBI and State of California background check. e. Ability to enter into a Memorandum of Understanding (MOU) with Gilroy Unified School District (GUSD) and Morgan Hill Unified School District (MHUSD). 6. Personnel Requirements: a. For each open gym session, two staff members are expected to be present for each three- hour session at each school site. b. Additional time will be required for program outreach, preparation time and engagement in other scope of work responsibilities that can be distributed among the lead and/or a support staff on a weekly basis. Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE Victory Outreach of Gilroy, CA, possesses extensive expertise in providing direct support and intervention for at-risk youth. Our team specializes in using evidence-based strategies to prevent negative behaviors and promote positive youth development. Our Intervention Specialists utilize a comprehensive approach through mentorship, one-on-one meetings, pro-social activities house visits, and provision of basic needs such as food and clothing. We actively engage with youth in goal setting and teaching essential life skills. Within the framework of the diversion program, Our staff personally case manage at-risk youth who have committed their first offense. After completing three steps of the program, these offenses can be nullified, allowing youth the opportunity to learn and grow without the stigma of a referral to the juvenile justice system. Our services include conducting initial intakes, participating in restorative justice circles, assisting youth in locating community service opportunities, and keeping them accountable for their actions. We help youth write reflection letters, build rapport, and provide mentoring while ensuring that their families receive necessary support through house visits and group prosocial activities. Victory Outreach has been a vital resource in serving the at-risk youth in the Gilroy community for the past 33 years. Timeline of schedule events may include, but not limited to: January 1, 2025-June 30, 2025 • Administration of youth surveys (Jan 2025 & June 2025) • Deliver 1 LNG and other services every other week at Britton Middle School as per Scope of Work. • Provide crisis support to site partners. • SCYTF Technical Team Meeting, MDT, subcommittee meeting(s), monthly Leadership Team meeting with the school district and other SCYTF or client-based meetings requested by the SCYTF administration team Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE EXHIBIT “D” PAYMENT SCHEDULE A. Compensation to CONSULTANT 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 and submitted to the City of Gilroy on or before the 10th day of the month, followi ng 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 (30) 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 $47,355 CONSULTANT to successfully complete the project within the 6 month period. Reimbursement will be based on work completed, per budget specifications. 10% of contract price ($4,735) will be provided as upfront payment for initial outreach services. 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 monthly 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. Monthly invoices and all back up documentation (monthly calendars, PAR monthly 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, the invoice is due the following Monday, no later than 12:00 PM. An exception will be the last monthly invoice as the City funder requests the final invoice prior to the month's end: Months Invoice Deadline January 1-31, 2025 February 8, 2025 February 1-29, 2025 March 8, 2025 March 1-31, 2025 April 8, 2025 April 1-30, 2025 May 8, 2025 Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187 4835-2267-0361v1 LAC\04706083 May 1-31, 2025 June 8, 2025 June 1-30, 2025 June 20, 2025 Please allow up to 30 business days between submittal of invoice and confirmed back up verification for the processing of payment. Back up includes 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 documentation 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. BUDGET Personnel Program Specialist $ 18,000.00 $ 37.50 per hour To implement the project Youth Specialist 13,500.00 $37.50 per hour Support Staff Non‐personnel Program Supplies $1,250.00 Supplies for the program Payroll taxes $3,500.00 Agency Costs Participant food $3,500.00 Participant food and snacks Van Rentals $1,800.00 Two rentals per month Insurance $750.00 Partial insurance cost Admin 10% $5,055.00 Indirect cost Total $ 47,355.00 Funding Source: 2283000-51630 Docusign Envelope ID: 944B133C-7B5F-4801-9027-72D59C951187