HomeMy WebLinkAboutCM Mobile Shower Services 2022AGREEMENT
FOR MOBILE SHOWER SERVICES
THIS AGREEMENT is made and entered into this _ �� day of
2022, by and between the CITY OF SAN RAFAEL (hereinafter "CITY'), and WEHOPE, a
California nonprofit corporation (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the 2019 Marin County Homeless Point -in -Time Count indicated there were
1,034 people experiencing homelessness throughout the County, including 255 people
experiencing homelessness in San Rafael; and
WHEREAS, the CITY, and other members of the community desire to assist persons
experiencing homelessness to have regular access to shower services; and
WHEREAS, the CONTRACTOR has the experience and expertise to implement and
manage a mobile shower program in partnership with the CITY, its business community and local
non -profits that serve the homeless; and
WHEREAS, the CITY now desires to enter into an agreement with CONTRACTOR to
implement and manage the mobile shower services for the time period of August 1, 2022 -October
31, 2022.
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 homelessness program manager 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. Alicia Garcia is hereby designated as the PROJECT DIRECTOR for
CONTRACTOR. Should circumstances or conditions after 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. Services will be provided by CONTRACTOR over
the three-month term of this Agreement, set forth in paragraph 5.
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 $53,775.
CONTRACTOR will submit a monthly invoice that will include $3,333.00 per month
to cover start up costs associated with this project. The total start- up cost will not exceed
$10,000.00.
CONTRACTOR will submit a monthly invoice that will include direct services costs
associated with this project. This amount is a total not to exceed amount of $43,775. This amount
is calculated based on the unit price of $515 per shower session multiplied by the number of
shower sessions to be provided over the term of this Agreement.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized
invoices (detailed numbers of shower sessions actually provided) submitted by CONTRACTOR.
5. TERM OF AGREEMENT
The term of this Agreement shall commence on August 1, 2022 and shall end on
October 31, 2022.
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.
K,
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. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall
maintain, at no expense to CITY, the following insurance policies:
1. A commercial 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 dollars ($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 dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to
cover any claims arising out of the CONTRACTOR's performance of services under this
Agreement. Where CONTRACTOR is a professional not required to have a professional license,
CITY reserves the right to require CONTRACTOR to provide professional liability insurance
pursuant to this section.
4. If it employs any person, CONTRACTOR shall maintain worker's
compensation insurance, as required by the State of California, with 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.
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B. Other Insurance Requirements. The insurance coverage required of the
CONTRACTOR in subparagraph A of this section above shall also meet the following
requirements:
1. Except for professional liability insurance or worker's compensation
insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers,
agents, employees, and volunteers, as additional insureds (for both ongoing and completed
operations) under the policies.
2. The additional insured coverage under CONTRACTOR'S insurance policies
shall be "primary and noncontributory" 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 04 13.
3. Except for professional liability insurance or worker's compensation
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.
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. No representation is
made that the minimum Insurance requirements of this agreement are sufficient to cover the
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obligations of the CONTRACTOR under this agreement.
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
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.
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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 VViTH 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, its 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: Homeless Services
c/o City Manager Office
City of San Rafael
1400 Fifth Avenue
San Rafael CA 94901
TO CONTRACTOR: Alicia Garcia
Chief Operating Officer
WeHope / Dignity on Wheels
1854 Bay Road
East Palo Alto, CA 94303
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. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR
under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance,
agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid
checks or other amounts.
19. 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.
20. COSTS AND ATTORNEY'S FEES.
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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.
21. 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).
22. SURVIVAL OF TERMS.
Any terms of this Agreement that by their nature extend beyond the term (or termination)
of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective
successors and assigns.
23. APPLICABLE LAW
The laws of the State of California shall govern this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURE,
This Agreement may be executed by electronic signature and in any number of
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one document. Counterpart signature pages may be delivered by telecopier, email or other
means of electronic transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
JIM CHU , City Mantr
ATTEST:
A . , U..>PiVht.1
- -
C f LINDSAY LARA, City Clerk
CONTRACTOR
By:
Name:
Title: �' 3 lizle i IG
[If CONTRACTOR is a corporation,
add signature of second corporate officer]
and
0
APPROVED AS TO FORM:
ROBEFJ F. EPSTEI ,City Attorney
By:. Cit�L
Name: a rou
Title: (-hie�O t: Iy70► (9_' r[�.1�
EXHIBIT A
SCOPE OF SERVICES
Programs and Services covered under this Agreement:
Operation of Mobile Showers:
A. CONTRACTOR will adhere to the Shower Schedule attached to this Scope.
B. In the event of any schedule change CONTRACTOR will inform all shower
locations Program Manager at least 12 hours prior to change (including reasons
for change)
C. CONTRACTOR will document the number of showers provided (duplicated or
otherwise) by October 15th, 2022
D. CONTRACTOR will regularly coordinate with the City of San Rafael on program
operation, including one check-in by September 15th, 2022, with CITY staff.
E. CONTRACTOR will encourage all clients to complete the VISPIDAT and provide
a list of clients who completed the VISPIDAT through the Mobile Shower services
team.
G. CONTRACTOR will ensure it is complying with state and federal policies,
guidance, and laws regarding Human Resource best practices and requirements
for creating a safe and professional workplace for CONTRACTOR'S staff
members and Team Members.
Organizational Performance:
A. CONTRACTOR will develop a process to ensure all CONTRACTOR'S
employees, including management, acknowledge the employee handbook
annually.
B. CONTRACTOR will have a policy in place to address any potential conflicts of
interest among CONTRACTOR'S staff, particularly among family members, and
will provide employees with instructions on how to file a complaint or report
inappropriate behavior related to these key management employees.
C. CONTRACTOR will have an investigative procedure policy.
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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 Office
Project Manager: Marc Sabin Extension: 650 333 9581
Contractor Name: Dignity on Wheels
Contractor's Contact: Alicia Garcia Contact's Email: agarcia@wehope.org
❑ FPPC: Check if Contractor/Consultant must file Form 700
RESPONSIBLE DESCRIPTION
Step
COMPLETED
REVIEWER
DEPARTMENT
Project Manager a. Email PINS Introductory Notice to Contractor
DATE
Check/Initial
1
b. Email contract (in Word) and attachments to City
8/1/2022
Attorney c/o Laraine.Gittens@citvofsanrafael.or
c. Check with City Attorney re Insurance
Requirements for extra small or large projects
City Attorney a. Review, revise, and comment on draft agreement
2
8/29/22
❑X GC
and return to Project Manager
8/29/22
X❑ GC
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
Department Director Approval of final agreement form to send to
3
Click or tap
X _
contractor
to enter a
Project Manager Forward three (3) originals of final agreement to
date -
4
contractor for their signature
Project Manager When necessary, contractor -signed agreement
5
® N/A
agendized for City Council approval *
*City Council approval required for Professional Services
❑X
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Date of City Council approval
PRINT CONTINUE ROUTING PROCESS WITH HARD COPY
Project Manager Forward signed original agreements to City
9/21/22
6
MS
-4 Attorney with printed copy of this routing form
City Attorney Review and approve hard copy of signed
7
2`-
agreement
8
City Attorney
Review and approve insurance in PINS, and bonds
�J
(for Public Works Contracts)
9
City Manager/ Mayor
Agreement executed by City Council authorized
n
h�-
official
Attest signatures, retains original agreement and
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City Clerk
-Z&
forwards copies to Project Manager
_ Q 7
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