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CM Downtown Streets Team Agr. FY2016-17AGREEMENT FOR IMPLEMENTATION AND MANAGEMENT OF A VOLUNTEER WORK PROGRAM SERVING THE HOMELESS (The Downtown Streets Team) THIS AGREEMENT is made and entered into this 2/s-, da of 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Downtown Streets, Inc., 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, its business community and local non profits that serve the homeless; and WHEREAS, the CITY entered into an agreement with the CONTRACTOR in June 2013 to implement and manage a volunteer work program for persons experiencing homelessness, called "The Downtown Streets Team"; and WHEREAS, the CITY has in subsequent years entered into successive agreements with the CONTRACTOR for management of the Downtown Streets Team program; and WHEREAS, the CITY now desires to enter into an agreement with CONTRACTOR to implement and manage the Downtown Streets Team program for fiscal year 2016-2017; 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. The CITY's Director of Homeless Planning & Outreach 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 L� 3 - 5113 DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Logan McDonnell 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. 2. DUTIES OF CONTRACTOR CONTRACTOR shall perform the duties and/or provide services as described in Exhibit "A" attached and incorporated herein. 3. DUTIES OF CITY CITY shall cooperate with CONTRACTOR in the performance of 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 an amount NOT to exceed $100,000, including the cost of local business license taxes as described in Section 20. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices 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, 2017. 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 2 in paragraph 7 below, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 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, or its agent, for inspection and audit, all documents directly related to CONTRACTOR'S performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its 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/two million ($2,000,000) aggregate, 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: 3 I . 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. 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. 9. 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. 4 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 its officers, agents, employees and/or 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, employees or volunteers, 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. 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: 5 TO CITY: Andrew Hening, Director of Homeless Planning & Outreach 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 Team 1671 The Alameda, Suite 306 San Jose, CA 95126 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. 0 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. 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. CONTRACTOR's taxpayer identification number is 20-52423301 and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 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 Man ge ATTEST: /-S-4 1912q Je.c.t _ City Clerk CONTRACTOR By: Name:Ridlardcervi_ Title:c-e-sic(-evtJ 8- 7 APPROVED AS TO FORM: Cit Attorne Y Y EXHIBIT A SCOPE OF SERVICES FOR FISCAL YEAR 2016-17 Programs and Services covered under this contract: Operation of San Rafael Downtown Streets Team: A. Contractor will continue the Volunteer Work Experience Program, and will coordinate with the City of San Rafael on project specifics. B. Contractor will continue the Downtown Streets Team "Workforce Development Program" launched in 2013 in San Rafael. C. The program will create volunteer work experience opportunities for approximately (25) homeless persons (hereinafter "Team Members"). D. Contractor will provide support services to assist Team Members in transitioning to permanent employment. Such services may include: job search classes and personalized job search support, employment development, developing internship placements, developing mentor opportunities, and case management for employment related activities. E. Contractor will support Team Members to graduate to other community programs, including assisting Team Members to join the Mill Street substance abuse program and graduating from Mill Street to New Beginnings. F. Contractor will work closely with case managers at partner agencies including Ritter Center, St. Vincent's, the Community Action Marin Care Team(s), Homeward Bound, and the Marin Employment Connection to assure services to individual Team Members are coordinated. G. Contractor will continue to strengthen the business advisory committee, initiated in 2013, to assist Team Members to develop marketable job skills. H. Contractor will conduct outreach to businesses in order to expedite hiring processes for Team Members. I. Contractor will provide monthly progress reports using a template provided by the City Downtown Streets Team Program Obiectives: 1) Growth Metrics a. Contractor will work with the Director of Homeless Planning & Outreach to conduct semi-annual anonymous surveying to collect self-reported data from Team Members. i. 75% of Team Members will report improved health outcomes ii. 50% of Team Members with a mental health condition will seek out or remain in treatment iii. 50% of Team Members with a substance abuse issue will seek out or remain in treatment iv. 50% of Team Members who have had an interaction with law enforcement/the criminal justice system will have reduced or zero interactions after joining the team 2) Permanent Employment Placements. a. At least 25 Team Members will obtain permanent employment FY 15-16. b. 100% of such Team Members will retain employment for at least three (3) months. C. 70% of such Team Members retaining employment for at least three (3) months will then retain employment for six (6) months. 3) Downtown Clean Up. a. Team Members will perform 15,000 hours of cleanup work in downtown San Rafael as directed by the CITY. b. Team Members will remove blight from the downtown San Rafael area as demonstrated by before and after photos. 4) Community Relations 7 a. Contractor will work to improve business and community perceptions of homeless persons. 5) Sustainability a. Contractor will secure $35,000 in new earned income opportunities to replace future financial liabilities from the CITY. 10 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager Project Manager: Andrew Hening Extension: 3055 Contractor Name: Downtown Streets Team Contractor's Contact: Elfreda Strydom Contact's Email: Elfreda@streetsteam.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER CONTINUE ROUTING PROCESS WITH HARD COPY DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 7/22/2016 ❑X 6 City Attorney Review and approve hard copy of signed Click here to AH agreement b. Email contract (in Word) & attachments to City enter a date. 7 City Attorney Review and approve insurance in PINS , and bonds Atty c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 City Attorney a. Review, revise, and comment on draft agreement Click here to 9 City Clerk and return to Project Manager enter a date. I U 4— forwards copies to Project Manager b. Confirm insurance requirements, create Job on Clic} e to, �� r!1 PINS, send PINS insurance notice to contractor ent�- irat� El 3 Project Manager Forward three (3) originals of final agreement to 6/14/2016 D contractor for their signature 4 Project Manager When necessary, * contractor-siened agreement r N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑X Public Works Contract> $125,000 Date of Council approval 6/20/2016 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 7/22/2016 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) / 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and U forwards copies to Project Manager 3 . �� ► 7 g '