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ED Homeless Volunteer Work Program 2014AGREEMENT FOR IMPLEMENTATION AND MANAGEMENT OF A VOLUNTEER WORK PROGRAM SERVING THE HOMELESS This Agreement is made and entered into this _'5iA— day of July_, 2014, 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 entered into an agreement with the CONTRACTOR in June 2013 to implement and manage a volunteer work program for persons experiencing homelessness; and WHEREAS, the 2013 agreement had a termination date of June 30, 2014 and a not to exceed compensation amount of $272,000, $ 47,000 to be paid by the CITY and $143,000 from contributions from other sources including the County of Marin; and WHEREAS, the CITY now desires to put in place an agreement for a short term while awaiting decision on the 2014-2015 funding. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement, 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. 1 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. Z DUTIES OF CONTRACTOR CONTRACTOR shall perform all the duties and/or provide services, and undertake all the responsibilities, as described under Attachment A attached hereto: 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 $ 35,000 for the term of the agreement including the cost of local business license taxes as described in Section 20. Payment will be made upon receipt by PROJECT MANAGER of an invoice submitted by CONTRACTOR. 5. TERM OF AGREEMENT The term of this Agreement shall commence on July 1, 2014 and end on September 30, 2014 or until such time a new agreement is put in place, 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. 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 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 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 and shall not call upon City'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, 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, 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 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, 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 harmles's CITY, 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 Manager City of San Rafael 1400 Fifth Avenue, P.O. Box 151560 San Rafael CA 94915-1560 5 TO CONTRACTOR: Ms. Eileen Richardson, Executive Director Downtown Streets, Inc., dba Downtown Streets Team 555 Waverly Street Palo Alto, CA 94301 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. 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. 0 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. 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 )�4 AY4 City Manager/ ATTEST: ONTRACTOR By: Name: Title: c, w -A A -i City Clerk APPROVED AS TO FORM: City Attorney I ATTACHMENT A SCOPE OF SERVICES FOR JULY THROUGH SEPTEMBER 2014 Programs and Services covered under this contract: Formation and 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 specifies. 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 at least twelve (12) homeless persons annually (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. fl. Contractor will conduct outreach to businesses in order to expedite hiring processes for Team Members. Downtown Streets Teanr Program Obieetives: 1) Improve self sufficiency of Team Members, as measured by a Self -Sufficiency Matrix. a. Contractor will develop a Self -Sufficiency Matrix assessment tool. b. Contractor will continue to administer the Self -Sufficiency Matrix assessment to all Team Members who have been in the program for at least one month. c. Contractor will continue to administer follow-up assessments with the same tool every six (6) months and upon program exit. d. 'Team members will demonstrate improvement between initial and subsequent assessment(s). 2) Permanent Employment Placements. a. At least 8 Team Members will obtain permanent employment during 2014. b. 100% of such Team Members will retain employment for at least three (3) months. 3) Downtown Clean Up. a. Team Members will perform 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 a. Contractor will work to improve business and community perceptions of homeless persons. ARE � S ¥ c @ 0()co e 0 co 1/%R eGmQ @m®r-- m@%k k0kF- 3@0& \$O/ r Q -o f y CU � co my, o«f m / ƒU e Q $ .g eO% gyU) 5' m �=o U) � \ ®�/ / a o LL C14 ® 0 m / ¥ @ E \ «t— G co CO �£ 0 @/k oom@ g3R»m k � � Memorandum To: Nancy Mackle From: Stephanie Lovette Date: 7/30/2014 Re: Downtown Streets Team Agreement — July through September 2014 Attached please find a short-term agreement for the period of July 1 through September 30, 2014 which allows you to authorize the purchase of services up to $35,000, per SRMC Section 2.55.080(A). This agreement is for a period of just three months until we can get the full new agreement in place. The prior agreement with the Downtown Streets Team expired on June 30th, 2014. We anticipate taking the new agreement to City Council for approval on August 18th, 2014. We are also asking approval of the waiver of bidding under SRMC Section 2.55.070(D). The waiver is based upon the prior experience that the Downtown Streets Team gained in San Rafael over the last year and their ability to seamlessly continue to operate during the summer pending the completion of the 2014-15 agreement. As well as the lack of other qualified organizations that could quickly and effectively operate a similar program. Approved By: City of San Rafael, City Manager Dater/IZI Of