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ED Homeless Volunteer Work Program 2013AGREEMENT FOR IMPLEMENTATION AND MANAGEMENT OF A VOLUNTEER WORK PROGRAM SERVING THE HOMELESS This Agreement is made and entered into this Vrwl day of June , 2013, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Downtown Streets, Inc., dba the Downtown Streets Team, a 501(c)(3) organization, (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the 2011 County homeless count indicated there were 1,220 homeless persons in the County and 4,179 precariously housed persons, including 255 homeless people in San Rafael; and WHEREAS, the CITY, the Downtown Business Improvement District and other members of the community desire to assist persons experiencing homelessness to rebuild their lives and engage in a meaningful contribution to the San Rafael community; and WHEREAS, the CONTRACTOR has the experience and expertise to implement and manage a volunteer work experience program in partnership with the CITY, the San Rafael business community and local non profits that serve the homeless; and WHEREAS, the CITY desires to utilize the services of the CONTRACTOR to implement and manage a volunteer work program for persons experiencing homelessness; and WHEREAS, the CITY has entered into an agreement with the County of Marin, dated June 18, 2013, for the implementation and management of a volunteer work program for persons experiencing homelessness, a copy of which is attached hereto as Attachment "I"; WHEREAS, the County of Marin has approved the City's subcontracting its duties under the Agreement attached as Attachment "I" to CONTRACTOR. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. Acting Economic Development Manager, Stephanie Lovette, is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Andrew Hening is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason; the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. ARID 2. DUTIES OF CONTRACTOR CONTRACTOR shall perform all the duties and/or provide services, and undertake all the responsibilities, assigned to CITY under the Agreement between CITY and the County of Marin, attached hereto as Attachment I including Exhibits A, B, C, D, and M thereto; 3. DUTIES OF CITY CITY shall cooperate with CONTRACTOR in his performance under this agreement and shall compensate CONTRACTOR as provided herein. 4. COMPENSATION For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR a total amount NOT to exceed $272,000, including the cost of local business license taxes as described in Section 20. Payment will be made monthly upon receipt by PROJECT MANAGER of an invoice submitted by CONTRACTOR. 5. TERM OF AGREEMENT The term of this Agreement shall commence upon the date of execution of this agreement and shall end on June 30, 2014, unless such Agreement is terminated before such date as provided in Paragraph 6. 6. TERMINATION A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon ten (10) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination notice, to the reasonable satisfaction of the party giving such notice, within thirty (30) days of the receipt of said notice. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of Contractor's documents described in paragraph 7 below, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 2 7. OWNERSHIP OF DOCUMENTS The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT Upon reasonable notice, CONTRACTOR shall make available to CITY and/or the County of Marin, or their agents, for inspection and audit, all documents directly related to Contractor's performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY and County or their agent in any such audit or inspection. 9. ASSIGNABILITY The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A comprehensive general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence; 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the Contractor's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 10. A. shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY or the County of Marin and shall not call upon City's or the county of Marin's insurance or coverage for any contribution; 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury; 3 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY and the County of Marin, their officers, agents, employees and volunteers as additionally named insureds under the policies; 4. CONTRACTOR shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, and the County of Marin, their officers, agents, employees and volunteers as additional insureds under the policies; 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER; 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years; 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. PROJECT MANAGER and the City Attorney shall approve the insurance as to form and sufficiency. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect CONTRACTOR, CITY and the County of Marin against all liability for injuries to CONTRACTOR's officers and employees. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 11. INDEMNIFICATION CONTRACTOR shall indemnify, release, defend and hold harmless CITY, and the County of Marin, their officers, agents, employees and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. 12. NONDISCRIMINATION CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY and the County of Marin', their officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Ms. Stephanie Lovette, Economic Development Manger City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael CA 94915-1560 TO CONTRACTOR: Ms. Eileen Richardson, Executive Director Downtown Streets, Inc., dba Downtown Streets Team 555 Waverly Street Palo Alto, CA 94301 16. INDEPENDENT CONTRACTOR For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. WAIVERS The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 6 20. CITY BUSINESS LICENSE/OTHER TAXES CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification) 21. APPLICABLE LAW The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL City Manager i ATTEST: /PZS*-X City Clerk pm'Z4 rr-.c - APPROVED AS TO FORM: City Attorney CONTRACTOR By:�' Name: Title: A, s ( � 7 Form —9 Request for Taxpayer Give Form to the (Rev.December 2Identification Number and Certification requester. Do not Department o`theTreasreasury send to the IRS. Int emal Revenue Service Name (as shown on your income tax return) Downtown Streets, Inc. N Business name/disregarded entity name, if different from above m C3) W a Check appropriate box for federal tax classification: c ❑ Individual/sole proprietor✓❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate N CL c 41 1 El payee 0 ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) 10, o-------------------------------- C N CL o ❑ Other (see instructions) ► Address (number, street, and apt. or suite no.) Requester's name and address (optional) u CILN 555 Waverley Street m City, state, and ZIP code Palo Alto, CA, 94301 List account number(s) here (optional) gar-jJ11111 Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line Social security number to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a EE resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a 77N on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. M2O - 5 12 14 2 (3 3 1 0 JjM Certification Under penalties of perjury, I certify that: The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4. _ Sign Signature of Here I U.S. person Do- Date ► O 11 O Z( Zv 13 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (FIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. Cat. No. 10231X Form w-9 (Rev. 12-2011) 0'rY OF�,. 1� u4 --a Agenda Item No: 3. b Meeting Date: June 17, 2013 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Economic Development Prepared by: Stephanie Lovette, Manager Sal. City Manager Approval.'r SUBJECT: RESOLUTION OF THE SAN RAFAEL CITY COUNCIL RATIFYING THE CITY MANAGER'S EXECUTION OF A CONTRACT WITH THE COUNTY OF MARIN PROVIDING $143,000 IN FUNDING FOR THE DOWNTOWN STREET TEAMS PROGRAM, AND AUTHORIZING THE CITY MANAGER TO ACCEPT ADDITIONAL GRANT FUNDS FOR THE DOWNTOWN STREETS TEAM PROGRAM AND TO EXECUTE ANY NECESSARY AGREEMENTS TO RECEIVE SUCH GRANT FUNDING. RECOMMENDATION: Adopt Resolution ratifying the City Manager's execution of an agreement with the County of Marin for $143,000 in funding for the Downtown Street Teams Program and authorizing the City Manager's acceptance of additional grant funds for the Program and execution of any necessary agreements to receive such grant funding. BACKGROUND AND ANALYSIS: On October 15, 2012, staff presented recommendations regarding homelessness and the quality of life in Downtown San Rafael. The staff recommendations were developed from the work of the City Council subcommittee and the community stakeholders group. A multipronged approach is now under way, with short-term and long-term strategies, including approaching issues surrounding mental health, serial inebriates, crime, affordable housing, and public education. These initiatives are summarized in the City's Homeless Action Plan, which was adopted on June 3, 2013. The Homeless Action Plan can be found on the City's website at: httn://docs. c itvofsanrafael.orv/EconDev/l lomeless%2OAction%20Plan%2OJune%202013 .udf One of the strategies in the Plan is to provide an avenue for members of the street population to obtain work experience through cleaning up Downtown. On February 19, 2013, the City Council adopted Resolution No. 13502 authorizing the City Manager to enter into a contract with the Downtown Streets Team organization in an amount not to exceed $272,000 to carry out such a program. FOR CITY CLERK ONLY File No.: Lt-l3—/3o x Council Meeting: Disposition: (�CSoLu 7 ro•v /3S 44h