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CM Volunteer Work ProgramAGREEMENT FOR IMPLEMENTATION AND MANAGEMENT OF A VOLUNTEER WORK PROGRAM SERVING THE HOMELESS (The Downtown Streets Team) THIS AGREEMENT is made and entered into this 1 day of 3kAIIA 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Downtow Streets, Inc., a 501(c)(3) organization (hereinafter "CONTRACTOR"). RFrITAI S WHEREAS, the 2017 Marin County Homeless Point -in -Time Count indicated there were 1,117 homeless persons in the County, including 318 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 years 2018-2019, 2019- 2020, and 2020-2021; 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 DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Karen Strolia 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 $125,000 in fiscal year 2018-2019, an amount NOT to exceed $100,000 in fiscal year 2019-2020, and an amount NOT to exceed $75,000 in fiscal year 2020-2021, 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 on July 1, 2018 and shall end on June 30, 2021. 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 2 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. 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: A comprehensive general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($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. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation insurance, as required by the State of California, with 3 statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. The insurance coverage required of the CONTRACTOR by section 10. A. shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 0413. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. 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. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 11 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. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. 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. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall 19 provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 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: 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 n 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. 7 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 N, S-� - - City M nad'er ATTEST: �(jK— City Clerk APPROVED AS TO FORM: L/�. .. City Attorney I / Name: CONTRACTOR, DOWNTOWN STREETS, INC. G By: dAj Name:i Title of Corporate Officer: 0,G- L � �?- L and Title of Corporate Officer: 0 EXHIBIT A SCOPE OF SERVICES FOR FISCAL YEAR 2018-2019, FISCAL YEAR 2019-2020, and FISCAL YEAR 2020-2021 Programs and Services covered under this contract: Operation of San Rafael Downtown Streets Team: A. Contractor will continue the Volunteer Work Experience Program and Workforce Development Services launched in 2013 in San Rafael. B. The program will create volunteer work experience opportunities for people experiencing homelessness in San Rafael (hereinafter "Team Members"). C. 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. D. Contractor will support Team Members to graduate to other community programs. E. 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 CareerPoint Marin to assure services to individual Team Members are coordinated. F. Contractor will collaborate with the St.Vincent de Paul Society of Marin to identify opportunities for "Return to Residence" assistance. G. Contractor will conduct outreach to businesses in order to expedite hiring processes for Team Members. H. Contractor will provide monthly progress reports using a template provided by the City. Contractor will coordinate with the City of San Rafael on project specifics, including periodic check -ins with the Director of Homeless Planning and Outreach (quarterly or more frequent), as well as monthly participation with the City of San Rafael's Health and Safety Coordinating Committee, to determine the most appropriate deployment sites for Downtown Streets Team's services (e.g. Downtown, East San Rafael, Davidson Middle School, Mahon Creek Trail). J. Contractor will participate in the City of San Rafael's monthly "By -Name -List" data review meeting. K. Contractor will launch an "East San Rafael" pilot deployment by October of 2018 in coordination with the City of San Rafael and the San Rafael Chamber of Commerce's East San Rafael Working Group. 9 L. Contractor will meet at least once during each fiscal year of this Agreement with the City Council's Homeless Subcommittee, City Manager, and Director of Homeless Planning & Outreach for a performance review and will subsequently provide an update presentation at a regularly scheduled City Council meeting. Downtown Streets Team Program Outcomes & Measures: 1) Employment Outcomes a. 25 Team Members will obtain permanent employment in fiscal year 2018- 2019, 25 Team Members will obtain permanent employment in fiscal year 2019-2020, and 25 Team Members will obtain permanent employment in fiscal year 2020-2021 for 75 total jobs over the three years of this agreement. b. 100% of such Team Members will retain employment for at least three (3) months. C. 75% of such Team Members retaining employment for at least three (3) months will then retain employment for six (6) months. d. 50% such Team Members retaining employment for at least three (3) months will then retain employment for twelve (12) months. 2) Work Experience Outcomes a. Team Members will perform 17,500 hours of cleanup work per year in San Rafael in Fiscal Years 2018-2019, 2019-2020, and 2020-2021 as directed by the City. b. Team Members will remove blight from areas throughout San Rafael as demonstrated by before and after photos. 3) Community Relationship Outcomes a. Contractor will work to improve business and community perceptions of people experiencing homelessness. 4) Team Member Growth Outcomes a. Contractor will conduct quarterly anonymous surveying to collect self- reported data from Team Members. 50% of Team Members with a mental health condition will seek out or remain in treatment. ii. 50% of Team Members with a substance abuse issue will seek out or remain in treatment. iii. 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. iv. 75% of Team Members will feel respected and heard by staff. 10 V. 75% of Team Members will report improved self-esteem and feelings of self-worth. vi. Contractor will provide quarterly housing status data on Team Members. vii. Contractor will provide quarterly residency data on Team Members. b. Contractor will provide monthly data on the number of Team Members connected with the "Return to Residence" program at St. Vincent's. 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's Office / Homelessness Project Manager: Andrew Hening Extension: 3055 Contractor Name: Downtown Streets Team Contractor's Contact: Karen Strolia Contact's Email: karen@streetsteam.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ 1 enter a date. b. Email contract (in Word) & attachments to City 6/3/2018 AH Atty c/o Laraine.Gittens@cityofsanrafael.org ❑X 2 City Attorney a. Review, revise, and comment on draft agreement 6/4/2018 and return to Project Manager Click here to ❑x LG b. Confirm insurance requirements, create Job on enter a date. PINS, send PINS insurance notice to contractor ❑ 3 Project Manager Forward three (3) originals of final agreement to 7/10/2018 ❑X i contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Public Works Contract > $125,000 Or ❑ Date of Council approval 7/16/2018 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 8/3/18 AH City Attorney Attorney with printed copy of this routing form 6 Review and approve hard copy of signed g. f h agreement / 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) w4j Agreement executed by Council authorized official n �� 8 City Manager/ Mayor —._..--, _. .. 9 City Clerk iJ Attest signatures, retains original agreement and forwards copies to Project Manager PP// b �/"