HomeMy WebLinkAboutCC Resolution 15336 (Proposed Camping Ordinance Amendment)RESOLUTION NO. 15336
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SAN RAFAEL
APPROPRIATING $2,256,400 FROM THE GRANTS FUND 283 TO SUPPORT THE INITIAL
COSTS AND CONTRACTS ASSOCIATED WITH THE SANCTIONED CAMP AREA AND
AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACTS IN THE AMOUNT OF
$2,002,400 FOR THE FIRST PHASE OF THE ENCAMPMENT RESOLUTION FUND ROUND
3 (ERF3) GRANT PROGRAM AND OTHER HOMELESSNESS PROGRAM SERVICES
WHEREAS, Homelessness remains a significant challenge across the United States
and San Rafael is no exception; and
WHEREAS, the City Council through their Fiscal Year 2023-24 and 2024-25 Goals and
Objectives has made Housing and Homelessness one of their top priorities; and
WHEREAS, The California lnteragency Council on Homelessness (Cal ICH) established
the Encampment Resolution Funding, Third Round (ERF3) Program to increase collaboration
between itself, local jurisdictions, and continuums of care for the purposes of (1) Assisting local
jurisdictions in ensuring the wellness and safety of people experiencing homelessness in
encampments, including short-term needs arising from their unsheltered homelessness and
their long-term needs through a path to safe and stable housing; (2) Providing grants to local
jurisdictions and continuums of care to support innovative and replicable efforts to resolve
critical encampment concerns, and to support individuals in accessing safe and stable housing,
using Housing First approaches; and (3) Encouraging a data-informed, coordinated approach to
addressing unsheltered homelessness at encampments; and
WHEREAS, The City and the County of Marin partnered on an ERF3 grant application
earlier this year. In April, Cal ICH announced its intent to award the County of Marin and the City
a total of $5,999,241 in funding; and
WHEREAS, the City and County proposed utilizing the funds to address San Rafael’s
largest encampment, and Marin County’s largest urban encampment, known as the Mahon
Creek Area encampment, in two phases; and
WHEREAS, the first phase, the City will sanction an area for camping and make
safety/sanitation improvements to the encampment area. This phase will operate as a low-
barrier, housing-focused safe sleeping site, and is discussed in the staff report accompanying
this resolution; and
WHEREAS, once it becomes feasible, the City will replace the sanctioned camp with a
non-congregate, housing-focused, interim shelter program at a site still to be identified within the
City; and
WHEREAS, the first phase requires several contractors to support the development and
operation of the sanctioned camping site and issued and completed a Request for Proposals
process to solicit and identify potential contractors to provide these services; and
WHEREAS, the City has identified Defense Block Security to sanctioned camp area
provide security services in an amount not to exceed $850,000 as detailed in Exhibit A to this
Resolution; and
WHEREAS, The City has identified the Other Junk Company to provide sanctioned
camp area and encampment waste hauling services in an amount not to exceed $165,000 as
detailed in Exhibit B to this Resolution; and
WHEREAS, the City has identified WeHope to provide shower services for the
sanctioned camp area and in accordance with services provided through the Community
Homeless Fund in an amount not to exceed $112,400 as detailed in Exhibit C to this Resolution;
and
WHEREAS, the City has identified FS Global to provide sanctioned camping area
program and property management services in an amount not to exceed $675,000; and
WHEREAS, the City funds additional annual Homelessness Program Services through a
contract with the Downtown Streets Team in an amount not to exceed $200,000 as detailed in
Exhibit D to this Resolution.
NOW, THEREFORE BE IT RESOLVED, the City Council of the City of San Rafael does hereby
appropriate and allocate $2,256,400 from the Grants Fund 283 to support the initial costs and
contracts associated with the Sanctioned Camp Area, and
FURTHER BE IT RESOLVED, that the City Council hereby authorizes the City Manager to
execute and enter into agreements for services referenced in this Resolution and attached
hereto as Exhibits A through D in the cumulative amount not to exceed $2,002,400 for the first
phase of the Encampment Resolution Fund Round 3 (ERF3) grant program and other
homelessness program services as detailed in the accompanying staff report to this resolution.
I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the foregoing resolution
was duly and regularly introduced and adopted at a regular meeting of the City Council of said
City on the 19th day of August 2024, by the following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Kertz, Llorens Gulati & Mayor Kate
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Hill
Lindsay Lara, City Clerk
AGREEMENT FOR PROFESSIONAL SERVICES
BY AND BETWEEN
THE CITY OF SAN RAFAEL
AND
DEFENSE BLOCK SECURITY
FOR SECURITY SERVICES IN SANCTIONED CAMPS
This Agreement is made and entered into as of Sep 512024 (the "Effective
Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation
(hereinafter "CITY"), and DEFENSE BLOCK SECURITY, a California corporation (hereinafter
"CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or
collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. CITY desires to secure professional services more fully described in this
Agreement, at Exhibit A, entitled "SCOPE OF SERVICES"; and
B. CONSULTANT represents that it, and its subcontractors, if any, have the
professional qualifications, expertise, and necessary licenses and desire to provide certain goods
and/or required services of the quality and type which meet objectives and requirements of CITY;
and
C. The Parties have specified herein the terms and conditions under which such
services will be provided and paid for.
NOW, THEREFORE, the parties hereby agree as follows:
AGREEMENT
SERVICES TO BE PROVIDED.
Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall
furnish all technical and professional services, including labor, material, equipment,
transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily
complete the work required by CITY at its sole risk and expense. Services to be provided to CITY
are more fully described in Exhibit A entitled "SCOPE OF SERVICES." CONSULTANT
acknowledges that the execution of this Agreement by CITY is predicated upon representations
made by CONSULTANT in that certain proposal ("Proposal") set forth in Exhibit A, which
constitutes the basis for this Agreement.
2. COMPENSATION.
In consideration for CONSULTANT's complete performance of Services, CITY shall pay
CONSULTANT for all materials provided and services rendered by CONSULTANT at the unit
rates and rates per hour for labor, as set forth in Exhibit ;k, for a total amount not to exceed
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$850,000. This amount includes contingency funds in the amount of $52,328, which would not be
used without written authorization from the CITY.
CONSULTANT will bill City on a monthly basis for Services provided by
CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay
CONSULTANT within thirty (30) days of City's receipt of invoice.
TERM OF AGREEMENT.
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently
modified by a written amendment to this Agreement, the term of this Agreement shall begin on
the Effective Date of this Agreement and terminate one (1) year from the Effective Date.
4. PROJECT COORDINATION.
A. CITY'S Project Manager. Homelessness and Housing Analyst, Mel Burnette 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. CONSULTANT'S Project Director. CONSULTANT shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONSULTANT. Denise Little is hereby designated as the PROJECT DIRECTOR
for CONSULTANT. Should circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall
notify the CITY within ten (10) business days of the substitution.
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 fifteen (15) 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, to the reasonable satisfaction of the party giving such notice,
within such fifteen (15) day time period.
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 CONSULTANT and any and all of CONSULTANT's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after termination.
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6. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONSULTANT 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.
INSPECTION AND AUDIT.
Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONSULTANT in connection with
its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY
or its agent in any such audit or inspection.
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.
INSURANCE REQUIREMENTS.
During the term of this Agreement, and for any time period set forth in Exhibit B,
CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance
policies with respect to employees and vehicles assigned to the performance of Services under this
Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage
verifications as defined in Exhibit B.
10. INDEMNIFICATION.
A. Except as otherwise provided in subparagraph B of this section, CONSULTANT
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 CONSULTANT'S performance of its
obligations or conduct of its operations under this Agreement. The CONSULTANT'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 CONSULTANT' 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
CONSULTANT's work or work product by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the
event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from CONSULTANT'S performance of or operations under this Agreement,
CONSULTANT 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. Where the services to be provided by CONSULTANT under this Agreement are
design professional services to be performed by a design professional as that term is defined under
Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil
Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the
CITY and its officers, officials, and employees (collectively City Indemnitees) from and against
damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney's fees
as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in
connection therewith and costs of investigation) to the extent they are caused by the negligence,
recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor
or anyone directly or indirectly employed by them, or anyone for whom they are legally liable
(collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not
apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct
of such City Indemnitee.
C. 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.
11. NONDISCRIMINATION.
CONSULTANT 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.
12. COMPLIANCE WITH ALL LAWS.
CONSULTANT 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. CONSULTANT shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONSULTANT 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.
13. NO THIRD PARTY BENEFICIARIES.
CITY and CONSULTANT 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.
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14. 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's Project Manager:
Mel Burnette
Homelessness and Housing Analyst
1400 Fifth Avenue
San Rafael, CA 94901
15. INDEPENDENT CONTRACTOR.
To CONSULTANT's Project Director:
Denise Little, Director of Operations
9238 Old Redwood Hwy Ste 202
Windsor, CA 95492
For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees of
the CITY. CONSULTANT and CITY expressly intend and agree that the status of
CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
16. 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 CONSULTANT 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 CONSULTANT 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.
17. SET-OFF AGAINST DEBTS.
CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT
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under this Agreement, any monies which CONSULTANT owes CITY under any ordinance,
agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or
other amounts.
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.
20. CITY BUSINESS LICENSE / OTHER TAXES.
CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code, and CONSULTANT 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 CONSULTANT has provided CITY with a
completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification).
21. 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.
22. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
23. 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.
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[Signatures are on the following page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL:
Cristine Alilovich (Sep 5, 202410:08 PDT)
CRISTfNE ALILOVICH, City Manager
APPROVED AS TO FORM:
Office of the City Attorney
ga/ert P. cAggkiL
Robert F. Epstein (Sep 5, 024092 49 PDT)
By: ROBERT F. EPSTEIN, City Attorney
ATTEST:
City Clerk
61-ehiia Nw-wri &)
&enna Nurm, lfoi. 1 5. 2074 10:b PD J
LINDSAY LARA, City Clerk
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CONSULTANT:
By: Defense Block Security
Name: Denise Little
Title: Director of Security Operation:
[If CONSULTANT is a corporation, add
signature of second corporate officer]
By:
Name:
Title:
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for CITY by CONSULTANT under this Agreement are more
fully described in CONSULTANT's proposal, which is attached to this Exhibit A.
Rev. 08.22 A-1
Defense Block Security (DBS)
9238 Old Redwood Hwy Suite 202
Windsor Ca 95492
707-843-7194
SCOPE OF WORK AND SCHEDULE OF PERFORMANCE
Defense -Block Security will furnish licensed, uniformed, and trained security personnel 24
hours per day (or hours specified by the City), in the amounts requested by the City of San
Rafael. The security guards will conduct random foot patrols of the site and provide security
check -ins to any entrance and exits. Security will work as a team to identify suspicious and/or
illegal behavior and report potential criminal behavior to the City and San Rafael Police
Department when appropriate. The primary function of unarmed security is to deter criminal
acts or behavior and observe and report. Security guards will be responsible for assisting in
any emergency situation and observe and report criminal acts to Public Safety.
The security guards shall perform services to include: reporting any suspicious or criminal activity
to City and/or Public Safety personnel, deterring loiterers or individuals in violation of city
ordinances, and reporting any and all vandalism and safety/hazardous conditions (to include
dangerous drug paraphernalia, hazardous material or weapons). The guards shall be available for
security escorts for the City or staff to and from their parked vehicles when security staffing
allows.
Defense Block Security has extensive and unique experience in facilitating a safe and organized
transitional living site. Defense Block Security is experienced in customer service, de-escalation
communication techniques, and firm, fair and compassionate security services. DBS will conduct
walking patrols in the encampment on a regular basis, interacting with residents and maintain
perimeter security of the encampment fencing; perform inspection, detection, and investigation of
all security- related incidents, violation of rules and regulations, and matters of public safety and
report the same to the appropriate authorities or designated personnel; prepare and submit written
reports as directed by the City of San Rafael; respond promptly and appropriately to all
security -related emergencies and assist service providers and the City with escorts on site and
general security issues while personnel are on site.
The City reserves the right to request a change in staffing level at any time during this contract. If
the City wishes to request a reduction in security staffing level, the City Project Manager will
provide Defense Block> Security notice in writing at least 15 business days before the change
would take effect. Whenever possible, the City Project Manager will provide additional notice of
change in staffing level.
General Duties:
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Security staff will provide on uniformed security of the site through the duration of all shifts;
guards should be on foot patrol for their shift. Guards will enforce all site rules as posted. Security
will keep track of residents who are on site via a method designed and implemented by the City.
Security staff will maintain the confidentiality of all residents and on these sites. Security will brief
with City and/or service providers at beginning and end of shift to share any and all pertinent
information.
Required Duties:
• Frequent foot patrols of the entire site (guards will be recommended to work in pairs for
first 90 days), provide a visible presence to discourage vandalism, unauthorized entry, and
personal threats between residents, staff, and community members. Encourage the "good
neighbor" philosophy within the site and surrounding neighbors.
• Make scheduled and unscheduled rounds within the site, ensuring general order and
safety.
• Notify appropriate law enforcement immediately of serious offenses.
• Interface immediately with law enforcement and be a good witness.
• Appear for work promptly, in uniform, and on time.
• Wear uniform and badges to easily identify themselves as an unarmed security
professional.
• Drive safely and slowly onto the site and in designated parking areas
• Be equipped with portable radios communication devices so security may speak to each
other throughout the camp.
• Visual searches of resident property will be conducted upon every entry.
Unauthorized/prohibited items will not be allowed on site and resident will be denied
entry if in possession of "weapon" as defined by the posted rules. All residents will be
asked to submit to searching with a security wand. Security will document and report all
search refusals and notify provider for follow up.
Reports:
• Defense Block Security (DBS) shall complete reports for all incidents or significant
interactions with residents, community or staff members as well as unusual or general
emergency situations. Reports will be made available to designated City staff.
Personnel:
Unarmed security guards assigned to perform work under this Agreement shall wear
uniforms at all times. The uniform will clearly identify the Contractor and the name of the
individual working. The unarmed security professional employed by the Contractor under
this Agreement shall:
o Be able to communicate effectively in both written and oral English.
o Possess a valid California Driver's License.
o Have successfully completed the educational requirements and successfully passed
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the examinations required by the State of California, Department of consumer
Affairs, including the Power of Arrest course
Equipment:
Contractor shall furnish all equipment agreed upon necessary to perform the assigned and agreed
upon duties. Guards will have access to:
• Flashlights
• Portable Radios
• Basic First Aid Kit
• Security Wand ( for searching)
• All reporting and documentation supplies ( cellular phones, digital reporting and
scheduling system)
• All PPE necessary; sanitation and cleaning supplies
• 2 portable guard shacks leased to the City of San Rafael
• Narcan units at each guard shack
Pricine/Equipment/Staffine Recommendations: Budget $850,000 for 1 year
Staffinz recommendationsTricing:
During build of fencing and encampment: first 30 days
Month 1 (30 days) (if less than 10 residents on site)
Hourly: $36.50/hr per guard
Dayshift: 2 guards
Swingshift: 2 guards
Graveshift: 2 guards
48 hours of security service daily
Cost: $36.50/hr per guard
Monthly approximate cost: $54,330.00 ( with 2% ins fee and PPE/Shack rental)
k1milhs 2-4 (90 da%s)
Hourly: $36.50 per guard
Hourly: $33.00 per hour for Covershift #2
Dayshift: (2 guards)
Day/swing Covershift: (# 1); 1 guard
Swingshift:2 guards
Swing/Grave Covershift: (#2); 1 guard
Graveshift: 3 guards
64 hours of service per day @$36.50
8 hours per day @ $33.00/hr
Monthly approximate Cost: $80,279.00 (with 2% ins fee and PPE/shack rental)
_Months 5-10 (180 days)
Hourly: $36.50/hr
Dayshift: 2 guards
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Swingshift: 2 guards
Covershift: 1 guard
Graveshift: 3 guards
64 hours of security service daily
@$36.50/hr
Monthly approximate cost: $74, 583.00 (with 2% ins fee and PPE/guard shack rental)
Months 1 1-12 (last 60 days of proiect through closure)
Hourly : $36.50/hr
Dayshift: 2 guards
Swingshift: 2 guards
Graveshift: 3 guards
56 hours of security service daily
@$36.50/hr
Monthly approximate cost: $63,265.50 (with 2% ins fee and PPE/guard shack rental)
Annual approximate cost:
Month 1: $54, 330.00
Months 2-4: $240,837.00
Months 5-10: $ 372,915.00
Months 11-12: $ 126,530.00
Holiday pay: (July 4, Thanksgiving, Christmas, New Years Day)
@$45/hr : add'l cost approximately: $3,060.00
Total: $ 797672.00 ( for 1 year, 12 calendar months); leaves excess in "bank" for
extension of up to 1 month during closure ($52,328.00)
Care Provider staffing suggestions:
With this staffing model through the entire 1 year of the site, the concern over care provider
coverage being 24 hours per day can be alleviated some.
Suggestions for care provider scheduling:
Daytime coverage (for provider) is the least critical timeframe. Scheduling a care provider daily
is optimal during hours of. 2pm-6am... leaving 8hours daily vacant of a service provider to
assist with costs. Most residents are gone during these hours ( 6am-2pm), or sleeping. Any issue,
problem, or question that may come up that is not immediate and/or meet the threshold of police
or emergency services can be reported and followed up when service provider is on site.
Additionally, City or County social service or mental health services are open and an option
during business hours.
Optimal schedule for provider:
7 days per week, 2pm-6am
Power/Electricity issues:
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Power source and PGE partnerships can be difficult. Defense Block Security can start a project
prior to PGE electrical foundations with generator power sources. Generators would be required
for proper lighting at search entrance areas, and power to the guard shacks.
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EXHIBIT B
INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth below,
CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance
policies with respect to employees and vehicles assigned to the performance of Services under this
Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage
verifications as defined in this Exhibit B.
A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall
maintain, at no expense to CITY, the following insurance policies:
1. Commercial general liability. 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. Automobile liability. An automobile liability (owned, non -owned, and hired
vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per
occurrence.
3. Professional liability. 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 CONSULTANT's performance of
services under this Agreement. Where CONSULTANT is a professional not required to have a
professional license, CITY reserves the right to require CONSULTANT to provide professional
liability insurance pursuant to this section.
4. Workers' compensation. If it employs any person, CONSULTANT shall
maintain workers' 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. CONSULTANT's workers' compensation
insurance shall be specifically endorsed to waive any right of subrogation against CITY.
B. Other Insurance Requirements. The insurance coverage required of the
CONSULTANT in subparagraph A of this section above shall also meet the following requirements:
1. Except for professional liability insurance or workers' 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 CONSULTANT'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 CONSULTANT'S policies shall be at least as broad as
Rev 08 22 B-1
ISO form CG20 0104 13.
3. Except for professional liability insurance or workers' 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, CONSULTANT hereby grants to CITY
a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against
CITY by virtue of the payment of any loss under such insurance. CONSULTANT 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 obligations of the
CONSULTANT under this Agreement.
9. CONSULTANT agrees to ensure that subcontractors, and any other party
involved with the Services, who is brought onto or involved in the performance of the Services by
CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT,
except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage
and assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all
agreements with, and insurance compliance documents provided by, such subcontractors and
others engaged in the performance of Services will be submitted to CITY for review.
10. CONSULTANT agrees to be responsible for ensuring that no contract used
by any party involved in any way with the Services reserves the right to charge CITY or
CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any
08 22 B-2
such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse
any third party for the cost of complying with these requirements. There shall be no recourse
against CITY for payment of premiums or other amounts with respect thereto.
C. Deductibles and SIR's. Any deductibles or self -insured retentions in
CONSULTANT's insurance policies must be declared to and approved by the CITY 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 CONSULTANT shall
procure a bond guaranteeing payment of losses and related investigations, claims administration,
attorney's fees and defense expenses.
D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER
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
CONSULTANT. 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 the CITY.
08 22 B-3
CONTRACT
BY AND -BETWEEN
THE CITY OF SAN RAFAEL
AND
THE OTHER JUNK CO. LLC
FOR ENCAMPMENT TRASH REMOVAL SERVICES
This contract ("Contract") is entered into by and between the City of San Rafael ("City") and The
Other Junk Co. LLC ("Contractor"), a California Limited Liability Company, for work on the City's
Encampment Trash Removal ("Project") and is effective on Oct17,202a ("Effective Date").
The parties agree as follows:
1. Scope of Work. Contractor will perform and provide all labor, materials, equipment, supplies,
transportation, and any and all other items or services necessary to perform and complete the work
required for the Project ("Work"), as specified in Exhibit A, Scope of Work and Bid Proposal, and
according to the terms and conditions of this Contract, including all attachments to the Contract and any
other documents and statutes incorporated by reference. To the extent that any attachment contains
provisions that conflict or are inconsistent with the terms set forth in the body of this Contract, the
Contract terms will control.
1.1 Subcontractors. Contractor acknowledges that it has listed all subcontractors it will
subcontract with to complete the Work in Exhibit B, Subcontractor List.
2. Contract Documents. The Contract Documents incorporated into this Contract include and are
comprised of all of the documents listed below:
2.1 Contract;
2.2 Addenda, if any;
2.3 Exhibit A — Scope of Work and Bid Proposal;
2.4 Exhibit B — Subcontractor List;
2.5 Exhibit C — Insurance Requirements.
3. Contract Price. As full and complete compensation for Contractor's timely performance and
completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City
will pay Contractor a not to exceed amount of $165,000 (the "Contract Price"), for all of Contractor's direct
and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes,
insurance, bonds and all overhead costs, in accordance with Contractor's Bid Proposal set forth in
Exhibit A and the payment provisions contained herein. This amount includes a 10% contingency, in the
amount of $15,000, which would not be used without written authorization from City.
3.1 Payment. Contractor will bill City on a monthly basis for Services provided by Contractor
during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days
of City's receipt of invoice.
4. Contract Term. Unless otherwise set forth in this Contract or unless this paragraph is
subsequently modified by a written amendment to this Contract, the term of this Contract shall begin on
July 1, 2024 and terminate on June 30, 2025.
5. Standard of Care. All Work must be provided in a manner that meets or exceeds the standard of
care applicable to the same type of work in the City of San Rafael. Contractor must promptly correct, at
Contractor's sole expense, any Work that the City determines is deficient or defective.
City Attorney Form, July 2023 Page 1
6. Permits and Licenses. Contractor, at its sole expense, must obtain and maintain during the term
of this Contract, all appropriate permits, certificates and licenses including, but not limited to, the required
California contractor's license provided in Section 1, and a City business license.
7. Indemnification. Contractor will indemnify, defend with counsel acceptable to City, and hold
harmless to the full extent permitted by law, City, its governing body, officers, agents, employees, and
volunteers (the "Indemnitees") from and against any and all liability, demands, loss, damage, claims,
settlements, expenses, and costs (including, without limitation, attorneys' fees, expert witness fees, and
costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with the
acts or omissions of Contractor, its employees, subcontractors, representatives, or agents in performing
the Work or failing to comply with any obligation of Contractor under this Contract, except such Liability
caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. This
indemnification obligation is not limited by any limitation on the amount or type of damages or
compensation payable under Workers' Compensation or other employee benefit acts, or by insurance
coverage limits, and will survive the expiration or early termination of this Contract.
8. Insurance. Contractor will, at all times under this Contract, procure and maintain in full force and
effect the insurance coverage provided in Exhibit C, Insurance Requirements, at no cost to City.
9. Labor Code Compliance. Unless the Contract Price is $1,000 or less, the Contract is subject to
all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, beginning at section
1720, and the related regulations, including but not limited to requirements pertaining to wages, working
hours and workers' compensation insurance. Contractor must also post all job site notices required by
laws or regulations pursuant to Labor Code section 1771.4.
9.1 Prevailing Wages. Each worker performing Work under this Contract that is covered under
Labor Code section 1720 or 1720.9, must be paid at a rate not less than the prevailing wage as defined in
sections 1771 and 1774 of the Labor Code. The prevailing wage rates are on file with the City Engineer's
office and are available online at http://www.dir.ca.gov/DLSR. Pursuant to Labor Code section 1775,
Contractor and any subcontractor will forfeit to City as a penalty up to $200 for each calendar day, or
portion of a day, for each worker paid less than the applicable prevailing wage rate, in addition to paying
each worker the difference between the applicable wage rate and the amount actually paid.
9.2 Working Day. Pursuant to Labor Code section 1810, eight hours of labor consists of a legal
day's work. Pursuant to Labor Code section 1813, Contractor will forfeit to City as a penalty the sum of
$25 for each day during which a worker employed by Contractor or any subcontractor is required or
permitted to work more than eight hours during any one calendar day, or more than 40 hours per
calendar week, unless such workers are paid overtime wages under Labor Code section 1815. All Work
must be carried out during regular City working days and hours unless otherwise specified in Exhibit A or
authorized in writing by City.
9.3 Payroll Records. Contractor and its subcontractors must maintain certified payroll records in
compliance with Labor Code sections 1776 and 1812, and all implementing regulations promulgated by
the Department of Industrial Relations ("DIR"). For each payroll record, Contractor and its subcontractors
must certify under penalty of perjury that the information in the record is true and correct, and that it has
complied with the requirements of Labor Code sections 1771, 1811, and 1815. Unless the Contract Price
is under $25,000, Contractor must electronically submit certified payroll records to the Labor
Commissioner as required under California law and regulations.
9.4 Apprentices. If the Contract Price is $30,000 or more, Contractor must comply with the
apprenticeship requirements in Labor Code section 1777.5.
9.5 DIR Monitoring, Enforcement, and Registration. This Project is subject to compliance
monitoring and enforcement by the DIR pursuant to Labor Code section 1725.5, and, subject to the
exception set forth below, Contractor and any subcontractors must be registered with the DIR to perform
City Attorney Form, July 2023 Page 2
public works projects. The registration requirements of Labor Code section 1725.5 do not apply if the
Contract Price is for under $25,000.
10. Workers' Compensation Certification. Under Labor Code section 1861, by signing this
Contract, Contractor certifies as follows: "I am aware of the provisions of Labor Code section 3700 which
require every employer to be insured against liability for workers' compensation or to undertake self-
insurance in accordance with the provisions of that code, and I will comply with such provisions before
commencing the performance of the Work on this Contract."
11. Termination.
11.1 Termination for Convenience. City reserves the right to terminate all or part of the
Contract for convenience upon written notice to Contractor. Upon receipt of such notice, Contractor must:
immediately stop the Work, including under any terms or conditions that may be specified in the notice;
comply with City's instructions to protect the completed Work and materials; and use its best efforts to
minimize further costs. In the event of City's termination for convenience, Contractor waives any claim for
damages, including for loss of anticipated profits from the Project. If City terminates the Contract for
convenience, City will only owe Contractor payment for the Work satisfactorily performed before Contract
termination, as well as five percent of the total value of the Work performed as of the date of notice of
termination or five percent of the value of the Work yet to be completed, whichever is less, which is
deemed to cover all overhead and profit to date.
11.2 Termination for Default. The City may terminate this Contract for cause for any material
default. Contractor may be deemed in default for a material breach of or inability to perform the Contract,
including Contractor's refusal or failure to supply sufficient skilled workers, proper materials, or equipment
to perform the Work within the Contract Time; refusal or failure to make prompt payment to its employees,
subcontractors, or suppliers or to correct rejected work; disregard of laws, regulations, ordinances, rules,
or orders of any public agency with jurisdiction over the Project; lack of financial capacity to complete the
Work within the Contract Time; or responsibility for any other material breach of the Contract
requirements. If City terminates the Contract for cause, City will only owe Contractor payment for the
Work satisfactorily performed before Contract termination.
12. Dispute Resolution. Any dispute arising under or related to this Contract is subject to the dispute
resolution procedures of Public Contract Code sections 9401 and 20104 et. seq., which are incorporated
by reference.
13. Waiver. A waiver by City of any breach of any term, covenant, or condition in this Contract will
not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition
contained herein, regardless of the character of any such breach.
14. Warranty. Contractor guarantees and warrants the Work and the materials used or provided for
the Project for a period of one year, beginning upon City's acceptance of the Work for the Project as
complete ("Warranty Period"). During the Warranty Period, upon notice from the City of any defect in the
Work or the materials, Contractor must, at its sole expense, promptly repair or replace the defective Work
or materials, including repair or replacement of any other Work or materials that is or are displaced or
damaged during the warranty work, excepting any damage resulting from ordinary wear and tear.
15. Worksite Conditions.
15.1 Clean and Safe. Contractor must maintain the Work site and staging and storage areas in a
clean and neat condition and must ensure it is safe and secure. On a daily basis Contractor must remove
and properly dispose of debris and waste materials from the Work site
15.2 Inspection. Contractor will make the Work accessible at all times for inspection by the City
City Attorney Form, July 2023 Page 3
15.3 Hazardous Materials. Hazardous materials handling and disposal shall be as specified in
Exhibit A.
16. Conflicts of Interest. Contractor, its employees, subcontractors and agents, may not have,
maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or
policy or in violation of any California law, including under Government Code section 1090 et seq. and
under the Political Reform Act as set forth in Government Code section 81000 et seq. and its
accompanying regulations. Any violation of this Section constitutes a material breach of the Contract.
17. Non -Discrimination. No discrimination will be made in the employment of persons under this
Contract because of the race, color, national origin, ancestry, religion, gender or sexual orientation of
such person.
18. Independent Contractor. City and Contractor intend that Contractor will perform the Work under
this Contract as an independent contractor. Contractor is solely responsible for its means and methods in
performing the Work. Contractor is not an employee of City and is not entitled to participate in health,
retirement or any other employee benefits from City.
19. Assignment of Unfair Business Practice Claims. Under Public Contract Code section 7103.5,
Contractor and its subcontractors agree to assign to City all rights, title, and interest in and to all causes
of action it may have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the Cartwright
Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions
Code), arising from purchases of goods, services, or materials pursuant to the Contract or any
subcontract. This assignment will be effective at the time City tenders final payment to Contractor, without
further acknowledgement by the parties.
20. Notice. Any notice, billing, or payment required by or pursuant to the Contract documents must
be made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable
overnight delivery service, or by email as a PDF (or comparable) file. Notice is deemed effective upon
delivery unless otherwise specified. Notice for each party must be given as follows:
To CITY's Representative:
Mel Burnette
Homelessness and Housing Analyst
1400 Fifth Avenue
San Rafael, CA 94901
21. General Provisions.
To CONTRACTOR's Representative:
Andrew Salter
Owner
49 Huntington Way
Petaluma, CA 94952
21.1 Compliance with All Laws. Contractor will comply with all applicable federal, state, and
local laws and regulations including, but not limited to, unemployment insurance benefits, FICA laws,
conflict of interest laws, and local ordinances. Work may only be performed by qualified and experienced
workers who are not employed by the City and who do not have any contractual relationship with City,
with the exception of this Contract.
21.2 Provisions Deemed Inserted. Every provision of law required to be inserted in the
Contract is deemed to be inserted, and the Contract will be construed and enforced as though such
provision has been included. If it is discovered that through mistake or otherwise that any required
provision was not inserted, or not correctly inserted, the Contract will be deemed amended accordingly.
21.3 Assignment and Successors. Contractor may not assign its rights or obligations under
this Contract, in part or in whole, without City's written consent. This Contract is binding on Contractor's
and City's lawful heirs, successors and permitted assigns.
21.4 Third Party Beneficiaries. There are no intended third -party beneficiaries to this Contract.
City Attorney Form, July 2023 Page 4
21.5 Governing Law and Venue. This Contract will be governed by California law and venue
will be in the Superior Court of Marin County, and no other place.
21.6 Amendment. No amendment or modification of this Contract will be binding unless it is in a
writing duly authorized and signed by the parties to this Contract.
21.7 Integration; Severability. This Contract and the Contract documents incorporated herein,
including authorized amendments or change orders thereto, constitute the final, complete, and exclusive
terms of the agreement between City and Contractor. If any provision of the Contract documents, or
portion of a provision, is determined to be illegal, invalid, or unenforceable, the remaining provisions of
the Contract documents will remain in full force and effect.
21.8 Authorization. Each individual signing below warrants that he or she is authorized to do so
by the party that he or she represents, and that this Contract is legally binding on that party. If Contractor
is a corporation, signatures from two officers of the corporation are required pursuant to California
Corporation Code section 313.
21.9 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.
[Signatures are on the following page.]
City Attorney Form, July 2023 rage o
The parties agree to this Contract as witnessed by the signatures below:
CITY OF SAN RAFAEL:
Cristine Alilovich (Oct 17, 2024 23:50 PDT)
CRISTINE ALILOVICH, City Manager
APPROVED AS TO FORM:
Office of the City Attorney
R'4erf F. EDsbtirL
Rnbr..: .7r17
By: ROBERT F. EPSTEIN, City Attorney
ATTEST:
City Clerk
Nhenha N40-w &)
Brcnna N,,—, ,fo, I !Oct 21. 2074 073G P
LINDSAY LARA, City Clerk
Exhibit A: Scope of Work and Bid Proposal
Exhibit B: Subcontractor List
Exhibit C: Insurance Requirements
CONTRACTOR:
By:
Name:
Title:
By:
Name:
Title:
Andrew Salter
Owner
City Attorney Form, July 2023 Page 6
Exhibit A
SCOPE OF WORK AND BID PROPOSAL
The Work to be performed by CONTRACTOR under this Agreement is more fully described in this
Exhibit A.
1. Trash, Waste, and Debris Removal: The Contractor shall undertake the proper removal,
separation, and disposal of all trash, waste, and debris as directed by the City of San Rafael, San
Rafael Police Department and San Rafael Community Development Department. This includes
materials present within unhoused encampments within designated areas. The Contractor
acknowledges that removal shall not extend to items considered the property of encampment
residents.
2. Creek Cleanup: The Contractor shall also be responsible for the removal of trash and debris
along the creek in areas designated by the Client, specifically along the Mahone path.
3. Hazardous Waste Handling: All hazardous materials and waste encountered during the
execution of services shall be handled and properly disposed of at the Household Hazardous
Waste facility in compliance with all applicable federal, state and local laws and regulations.
4. Community Engagement: The Contractor shall engage with residents of encampments,
encouraging cooperation in maintaining cleanliness. This may include distributing bags and
essential clothing items to aid in waste containment and hygiene.
5. Reporting: The Contractor shall provide updates to the City detailing the progress of services
rendered, including quantities of waste removed and any notable observations or challenges
encountered.
For the services described above, City will pay Contractor as follows:
$750 per load
$150/hr per crew member
$50 surcharge fee for mattress, large appliance, hazardous waste, concrete, electronic waste,
wood debris, construction site waste, furniture, or any other items deemed as such at
Contractor's discretion. Contractor will notify the City's representative, or their designee, before
removing items where the surcharge fee will apply.
$750 same -day cancellation fee. This fee will apply when City cancels service on the same day it
is scheduled to take place.
City Attorney Form, July 2023 Exhibit A
City Attorney Form, July 2023 Exhibit A
Exhibit B
SUBCONTRACTOR LIST
Contractor hereby certifies that each and every Subcontractor that will perform a portion of the Work in an
amount in excess of one-half of 1 % of the total Contract Price, is provided below along with a description
of the Work, the name of the Subcontractor, its California contractor license number, the location of its
place of business, its DIR registration number, and the portion of the Work that the Subcontractor is
performing based on a percentage of the total Contract Price.
DESCRIPTION
OF WORK
SUBCONTRACTOR
NAME
CALIFORNIA
CONTRACTOR
LICENSE NO.
LOCATION OF
BUSINESS
DIR REG.
NO.
PERCENT
OF
WORK
END OF SUBCONTRACTOR LIST
City Attorney Form, July 2023 Exhibit B
Exhibit C
INSURANCE REQUIREMENTS
Contractor will, at all times under this Contract, procure and maintain in full force and effect the insurance
coverage required in this Exhibit C to cover the activities of Contractor and any subcontractors relating to
or arising from performance of the Work. Each policy must be issued by a company licensed to do
business in California, and with a strength and size rating from A.M. Best Company of A-Vill or better.
Contractor must provide City with certificates of insurance and required endorsements as evidence of
coverage with the executed Contract, or through the PINSAdvantage website
https://www.pinsadvantaoe.com/ upon request by the City, and before the City authorizes Contractor to
proceed with the Work.
1. Workers' Compensation. Statutory coverage is required by the California Workers'
Compensation Insurance and Safety Act. If Contractor is self -insured, it must provide its duly authorized
Certificate of Permission to Self -Insure. In addition, Contractor must provide employer's liability insurance
with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease.
2. Liability. Commercial General Liability ("CGL") insurance issued on an occurrence basis,
including coverage for liability arising from Contractor's or its subcontractor's acts or omissions in
performing the Work, including Contractor's protected coverage, blanket contractual, products and
completed operations, broad form property damage, vehicular coverage, and employer's non -ownership
liability coverage, with limits of at least $1,000,000 per occurrence and $2,000,000 general aggregate.
3. Automotive. Commercial automotive liability coverage for owned, non -owned and hired
vehicles must provide coverage of at least $1,000,000 combined single limit per accident for bodily injury,
death, or property damage.
4. Subrogation Waiver. Each required policy must include an endorsement that the insurer
waives any right of subrogation it may have against the City or the City's insurers.
5. Required Endorsements. The CGL policy and the automotive liability policy must include the
following specific endorsements:
(a) The City, including its Council, officials, officers, employees, agents, volunteers and
consultants (collectively, "Additional Insured") must be named as an additional insured for all
liability arising out of the operations by or on behalf of the named insured, and the policy
must protect the Additional Insured against any and all liability for personal injury, death or
property damage or destruction arising directly or indirectly in the performance of the
Contract.
(b) The inclusion of more than one insured will not operate to impair the rights of one
insured against another, and the coverages afforded will apply as though separate policies
have been issued to each insured.
(c) The insurance provided is primary and no insurance held or owned by City may be
called upon to contribute to a loss ("primary and non-contributory").
(d) Any umbrella or excess insurance must contain or be endorsed to contain a provision
that such coverage will also apply on a primary or non-contributory basis for the benefit of
City before the City's own insurance or self-insurance will be called upon to protect it as a
named insured.
(e) This policy does not exclude explosion, collapse, underground excavation hazard, or
removal of lateral support.
City Attorney Form, July 2023 Exhibit C
SERVICES CONTRACT
BY AND BETWEEN
THE CITY OF SAN RAFAEL
AND
WEHOPE
FOR FY 24-25 MOBILE SHOWER SERVICES
This contract ("Contract") is entered into by and between the City of San Rafael ("City") and
WeHope ("Contractor"), a California nonprofit Corporation, for work on the City's FY 24-25 Mobile Shower
Services ("Project") and is effective on Sep 15, 2024 ("Effective Date")
The parties agree as follows:
1. Scope of Work. Contractor will perform and provide all labor, materials, equipment, supplies,
transportation, and any and all other items or services necessary to perform and complete the work
required for the Project ("Work"), as specified in Exhibit A, Scope of Work and Bid Proposal, and
according to the terms and conditions of this Contract, including all attachments to the Contract and any
other documents and statutes incorporated by reference. To the extent that any attachment contains
provisions that conflict or are inconsistent with the terms set forth in the body of this Contract, the
Contract terms will control.
2. Contract Documents. The Contract Documents incorporated into this Contract include and are
comprised of all of the documents listed below:
2.1 Contract;
2.2 Addenda, if any;
2.3 Exhibit A — Scope of Work and Bid Proposal;
2.4 Exhibit B — Insurance Requirements.
3. Contract Price. As full and complete compensation for Contractor's timely performance and
completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City
will pay Contractor a unit price of $550 per shower session provided, for a total not to exceed amount of
$112,400 (the "Contract Price"), for all of Contractor's direct and indirect costs to perform the Work,
including all labor, materials, supplies, equipment, taxes, insurance, and all overhead costs, in
accordance with the Scope of Work set forth in Exhibit A and the payment provisions contained herein.
3.1 Payment. Contractor will bill City on a monthly basis for Services provided by Contractor
during the preceding month, subject to verification by City. Contractor will submit itemized invoices that
include the number of shower sessions provided and reporting as described in Exhibit A. City will pay
Contractor within thirty (30) days of City's receipt of invoice.
4. Term of Agreement. Unless otherwise set forth in this Agreement or unless this paragraph is
subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin
on July 1, 2024 and terminate on June 30, 2025.
5. Standard of Care. All Work must be provided in a manner that meets or exceeds the standard of
care applicable to the same type of work in the City of San Rafael. Contractor must promptly correct, at
Contractor's sole expense, any Work that the City determines is deficient or defective.
6. Permits and Licenses. Contractor, at its sole expense, must obtain and maintain during the term
of this Contract, all appropriate permits, certificates and licenses including, but not limited to a City
business license.
7. Indemnification. Contractor will indemnify, defend with counsel acceptable to City, and hold
harmless to the full extent permitted by law, City, its governing body, officers, agents, employees, and
City Attorney Form, July 2023 Page 1
volunteers (the "Indemnitees") from and against any and all liability, demands, loss, damage, claims,
settlements, expenses, and costs (including, without limitation, attorneys' fees, expert witness fees, and
costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with the
acts or omissions of Contractor, its employees, subcontractors, representatives, or agents in performing
the Work or failing to comply with any obligation of Contractor under this Contract, except such Liability
caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. This
indemnification obligation is not limited by any limitation on the amount or type of damages or
compensation payable under Workers' Compensation or other employee benefit acts, or by insurance
coverage limits, and will survive the expiration or early termination of this Contract.
8. Insurance. Contractor will, at all times under this Contract, procure and maintain in full force and
effect the insurance coverage provided in Exhibit B, Insurance Requirements, at no cost to City.
9. Termination.
9.1 Termination for Convenience. City reserves the right to terminate all or part of the Contract
for convenience upon written notice to Contractor. Upon receipt of such notice, Contractor must:
immediately stop the Work, including under any terms or conditions that may be specified in the notice;
comply with City's instructions to protect the completed Work and materials; and use its best efforts to
minimize further costs. In the event of City's termination for convenience, Contractor waives any claim for
damages, including for loss of anticipated profits from the Project. If City terminates the Contract for
convenience, City will only owe Contractor payment for the Work satisfactorily performed before Contract
termination, as well as five percent of the total value of the Work performed as of the date of notice of
termination or five percent of the value of the Work yet to be completed, whichever is less, which is
deemed to cover all overhead and profit to date.
9.2 Termination for Default. The City may terminate this Contract for cause for any material
default. Contractor may be deemed in default for a material breach of or inability to perform the Contract,
including Contractor's refusal or failure to supply sufficient skilled workers, proper materials, or equipment
to perform the Work within the Contract Time; refusal or failure to make prompt payment to its employees,
subcontractors, or suppliers or to correct rejected work; disregard of laws, regulations, ordinances, rules,
or orders of any public agency with jurisdiction over the Project; lack of financial capacity to complete the
Work within the Contract Time; or responsibility for any other material breach of the Contract
requirements. If City terminates the Contract for cause, City will only owe Contractor payment for the
Work satisfactorily performed before Contract termination.
10. Dispute Resolution. Any dispute arising under or related to this Contract is subject to the dispute
resolution procedures of Public Contract Code sections 9401 and 20104 et. seq., which are incorporated
by reference.
11. Waiver. A waiver by City of any breach of any term, covenant, or condition in this Contract will
not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition
contained herein, regardless of the character of any such breach.
12. Warranty. Contractor guarantees and warrants the Work and the materials used or provided for
the Project for a period of one year, beginning upon City's acceptance of the Work for the Project as
complete ("Warranty Period"). During the Warranty Period, upon notice from the City of any defect in the
Work or the materials, Contractor must, at its sole expense, promptly repair or replace the defective Work
or materials, including repair or replacement of any other Work or materials that is or are displaced or
damaged during the warranty work, excepting any damage resulting from ordinary wear and tear.
13. Worksite Conditions.
13.1 Clean and Safe. Contractor must maintain the Work site and staging and storage areas in a
clean and neat condition and must ensure it is safe and secure. On a daily basis Contractor must remove
and properly dispose of debris and waste materials from the Work site.
City Attorney Form, July 2023 Page 2
13.2 Inspection. Contractor will make the Work accessible at all times for inspection by the City
13.3 Hazardous Materials. Unless otherwise specified in the Contract documents, this Contract
does not include the removal, handling, or disturbance of any asbestos or other hazardous materials, as
identified by any federal, state, or local law or regulation. If Contractor encounters materials on the Project
site that Contractor reasonably believes to be asbestos or other hazardous materials, and the asbestos or
other hazardous materials have not been rendered harmless, Contractor may continue Work in
unaffected areas reasonably believed to be safe, but must immediately cease Work on the area affected
and report the condition to City. No asbestos, asbestos -containing products or other hazardous materials
may be used in performance of the Work.
14. Conflicts of Interest. Contractor, its employees, subcontractors and agents, may not have,
maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or
policy or in violation of any California law, including under Government Code section 1090 et seq. and
under the Political Reform Act as set forth in Government Code section 81000 et seq. and its
accompanying regulations. Any violation of this Section constitutes a material breach of the Contract.
15. Non -Discrimination. No discrimination will be made in the employment of persons under this
Contract because of the race, color, national origin, ancestry, religion, gender or sexual orientation of
such person.
16. Independent Contractor. City and Contractor intend that Contractor will perform the Work under
this Contract as an independent contractor. Contractor is solely responsible for its means and methods in
performing the Work. Contractor is not an employee of City and is not entitled to participate in health,
retirement or any other employee benefits from City.
17. Assignment of Unfair Business Practice Claims. Under Public Contract Code section 7103.5,
Contractor and its subcontractors agree to assign to City all rights, title, and interest in and to all causes
of action it may have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the Cartwright
Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions
Code), arising from purchases of goods, services, or materials pursuant to the Contract or any
subcontract. This assignment will be effective at the time City tenders final payment to Contractor, without
further acknowledgement by the parties.
18. Notice. Any notice, billing, or payment required by or pursuant to the Contract documents must
be made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable
overnight delivery service, or by email as a PDF (or comparable) file. Notice is deemed effective upon
delivery unless otherwise specified. Notice for each party must be given as follows:
To CITY's Representative:
Mel Burnette
Homelessness and Housing Analyst
1400 Fifth Avenue
San Rafael, CA 94901
19. General Provisions.
To CONTRACTOR's Representative:
Alicia Garcia
Chief Operating Officer
1854 Bay Road
East Palo Alto, CA 94303
19.1 Compliance with All Laws. Contractor will comply with all applicable federal, state, and
local laws and regulations including, but not limited to, unemployment insurance benefits, FICA laws,
conflict of interest laws, and local ordinances. Work may only be performed by qualified and experienced
workers who are not employed by the City and who do not have any contractual relationship with City,
with the exception of this Contract.
City Attorney Form, July 2023 Page 3
19.2 Provisions Deemed Inserted. Every provision of law required to be inserted in the
Contract is deemed to be inserted, and the Contract will be construed and enforced as though such
provision has been included. If it is discovered that through mistake or otherwise that any required
provision was not inserted, or not correctly inserted, the Contract will be deemed amended accordingly.
19.3 Assignment and Successors. Contractor may not assign its rights or obligations under
this Contract, in part or in whole, without City's written consent. This Contract is binding on Contractor's
and City's lawful heirs, successors and permitted assigns.
19.4 Third Party Beneficiaries. There are no intended third -party beneficiaries to this Contract.
19.5 Governing Law and Venue. This Contract will be governed by California law and venue
will be in the Superior Court of Marin County, and no other place.
19.6 Amendment. No amendment or modification of this Contract will be binding unless it is in a
writing duly authorized and signed by the parties to this Contract.
19.7 Integration; Severability. This Contract and the Contract documents incorporated herein,
including authorized amendments or change orders thereto, constitute the final, complete, and exclusive
terms of the agreement between City and Contractor. If any provision of the Contract documents, or
portion of a provision, is determined to be illegal, invalid, or unenforceable, the remaining provisions of
the Contract documents will remain in full force and effect.
19.8 Authorization. Each individual signing below warrants that he or she is authorized to do so
by the party that he or she represents, and that this Contract is legally binding on that party. If Contractor
is a corporation, signatures from two officers of the corporation are required pursuant to California
Corporation Code section 313.
19.9 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.
[Signatures are on the following page.]
City Attorney Form, July 2023 Page 4
The parties agree to this Contract as witnessed by the signatures below:
CITY OF SAN RAFAEL:
/17
CRISTINE ALILOVICH, City Manager
APPROVED AS TO FORM:
Office of the City Attorney
kp&ne �psf�in
By: ROBERT F. EPSTEIN, City Attorney
CONTRACTOR:
By:
Name: Alicia Garcia
Title: Chief Operating Officer
By:
ATTEST: Name:
City Clerk Title:
El-ehha New ff�a-)
Bt enna Nut m i (Foi) (Sep 16, 2024 0122 PST)
LINDSAY LARA, City Clerk
Exhibit A: Scope of Work and Bid Proposal
Exhibit B: Insurance Requirements
City Attorney Form, July 2023 Page 5
Exhibit A
SCOPE OF WORK AND BID PROPOSAL
The Work to be performed for CITY by CONTRACTOR under this Agreement is more fully
described in this Exhibit A.
The Homelessness and Housing Analyst is the PROGRAM MANAGER for the City. Programs
and Services covered under this Agreement:
Operation of Mobile Showers:
A. CONTRACTOR will adhere to the Shower Schedule attached to this Scope; any change
to the Shower Schedule or locations must be approved by PROGRAM MANAGER in writing.
B. In the event of any unexpected schedule change CONTRACTOR will inform PROGRAM
MANAGER and operational contacts at any affected shower location at least 12 hours prior to
change (including reasons for change).
C. CONTRACTOR will provide a report of the number of showers provided (duplicated or
otherwise) with each invoice.
D. CONTRACTOR will regularly coordinate with the City of San Rafael and County of Marin
Health and Human Services Division on program operation.
E. CONTRACTOR will meet with CITY staff for quarterly check -ins.
F. CONTRACTOR will maintain a schedule of all shower sessions provided in Marin
County, distribute this schedule to CITY and collaborative partners, and make this schedule
accessible on its website.
G. CONTRACTOR will encourage all clients to complete Marin County's Coordinated Entry
Assessment (VI-SPDAT and other service assessment tools when adopted by County); if Mobile
Shower services team completes any such assessment with client, CONTRACTOR will notify
PROGRAM MANAGER in monthly report.
H. 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, host site staff, collaborative
partners, and program users. CONTRACTOR will notify CITY PROGRAM MANAGER of any
safety incidents or injuries, complaints or allegations of harassment or discrimination, or other
serious program matters as soon as practical and no less than 24 hours from CONTRACTOR'S
awareness of such incidents or complaints.
CONTRACTOR and CITY agree to the following schedule, which can only be modified in writing
by mutual agreement. For billing purposes, each of the following time entries
comprise one "shower session."
Site
Schedule for FY 2024-25
Ritter Center
Mondays, 1-4 prn
Fairfax Library
Thursdays, 4-7 pm
Mesa Park
Wednesdays, 10 am — 3 pm
Mahon Creek Path
Once a Week
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'SS 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.
City Attorney Form, July 2023
LXnlblt A
Exhibit B
INSURANCE REQUIREMENTS
Contractor will, at all times under this Contract, procure and maintain in full force and effect the insurance
coverage required in this Exhibit B to cover the activities of Contractor and any subcontractors relating to
or arising from performance of the Work. Each policy must be issued by a company licensed to do
business in California, and with a strength and size rating from A.M. Best Company of A-Vill or better.
Contractor must provide City with certificates of insurance and required endorsements as evidence of
coverage with the executed Contract, or through the PINSAdvantage website
https://www.pinsadvantage.com/ upon request by the City, and before the City authorizes Contractor to
proceed with the Work.
1. Workers' Compensation. Statutory coverage is required by the California Workers'
Compensation Insurance and Safety Act. If Contractor is self -insured, it must provide its duly authorized
Certificate of Permission to Self -Insure. In addition, Contractor must provide employer's liability insurance
with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease.
2. Liability. Commercial General Liability ("CGL") insurance issued on an occurrence basis,
including coverage for liability arising from Contractor's or its subcontractor's acts or omissions in
performing the Work, including Contractor's protected coverage, blanket contractual, products and
completed operations, broad form property damage, vehicular coverage, and employer's non -ownership
liability coverage, with limits of at least $1,000,000 per occurrence and $2,000,000 general aggregate.
3. Automotive. Commercial automotive liability coverage for owned, non -owned and hired
vehicles must provide coverage of at least $1,000,000 combined single limit per accident for bodily injury,
death, or property damage.
4. Subrogation Waiver. Each required policy must include an endorsement that the insurer
waives any right of subrogation it may have against the City or the City's insurers.
5. Required Endorsements. The CGL policy and the automotive liability policy must include the
following specific endorsements:
(a) The City, including its Council, officials, officers, employees, agents, volunteers and
consultants (collectively, "Additional Insured") must be named as an additional insured for all
liability arising out of the operations by or on behalf of the named insured, and the policy
must protect the Additional Insured against any and all liability for personal injury, death or
property damage or destruction arising directly or indirectly in the performance of the
Contract.
(b) The inclusion of more than one insured will not operate to impair the rights of one
insured against another, and the coverages afforded will apply as though separate policies
have been issued to each insured.
(c) The insurance provided is primary and no insurance held or owned by City may be
called upon to contribute to a loss ("primary and non-contributory").
(d) Any umbrella or excess insurance must contain or be endorsed to contain a provision
that such coverage will also apply on a primary or non-contributory basis for the benefit of
City before the City's own insurance or self-insurance will be called upon to protect it as a
named insured.
(e) This policy does not exclude explosion, collapse, underground excavation hazard, or
removal of lateral support.
City Attorney Form, July 2023
Exhibit B
AGREEMENT FOR PROFESSIONAL SERVICES
BY AND BETWEEN
THE CITY OF SAN RAFAEL
AND
DOWNTOWN STREETS, INC.
FOR IMPLEMENTATION AND MANAGEMENT OF EMPLOYMENT
DEVELOPMENT AND VOLUNTEER WORK PROGRAM SERVING THE HOMELESS
This Agreement is made and entered into as of Sep 15) 2024 (the "Effective
Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation
(hereinafter "CITY"), and DOWNTOWN STREETS, INC., a California Nonprofit Corporation
(hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as
a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. CITY desires to secure professional services more fully described in this
Agreement, at Exhibit A, entitled "SCOPE OF SERVICES'; and
B. CONSULTANT represents that it, and its subcontractors, if any, have the
professional qualifications, expertise, and necessary licenses and desire to provide certain goods
and/or required services of the quality and type which meet objectives and requirements of CITY;
and
C. The Parties have specified herein the terms and conditions under which such
services will be provided and paid for.
NOW, THEREFORE, the parties hereby agree as follows:
AGREEMENT
SERVICES TO BE PROVIDED.
Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall
furnish all technical and professional services, including labor, material, equipment,
transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily
complete the work required by CITY at its sole risk and expense. Services to be provided to CITY
are more fully described in Exhibit A entitled "SCOPE OF SERVICES." CONSULTANT
acknowledges that the execution of this Agreement by CITY is predicated upon representations
made by CONSULTANT in that certain proposal ("Proposal") set forth in Exhibit A, which
constitutes the basis for this Agreement.
2. COMPENSATION.
In consideration for CONSULTANT's complete performance of Services, as further
described in Exhibit A, CITY shall pay CONSULTANT for all materials provided and services
Rev 08 22
rendered by CONSULTANT a total amount not to exceed $200,000.
CONSULTANT will bill City on a monthly basis for Services provided by
CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay
CONSULTANT within thirty (30) days of City's receipt of itemized invoices.
3. TERM OF AGREEMENT.
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently
modified by a written amendment to this Agreement, the term of this Agreement shall begin on
July 1, 2024 and terminate on June 30, 2025.
4. PROJECT COORDINATION.
A. CITY'S Project Manager. Mel Burnette, Homeless and Housing Analyst, 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. CONSULTANT'S Project Director. CONSULTANT shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONSULTANT. Chris Richardson is hereby designated as the PROJECT
DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution
of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT
shall notify the CITY within ten (10) business days of the substitution.
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 fifteen (15) 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, to the reasonable satisfaction of the party giving such notice,
within such fifteen (15) day time period.
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 CONSULTANT and any and all of CONSULTANT's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after termination.
v 08 22 2
OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONSULTANT 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.
7. INSPECTION AND AUDIT.
Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONSULTANT in connection with
its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY
or its agent in any such audit or inspection.
8. 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.
9. INSURANCE REQUIREMENTS.
During the term of this Agreement, and for any time period set forth in Exhibit B,
CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance
policies with respect to employees and vehicles assigned to the performance of Services under this
Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage
verifications as defined in Exhibit B.
10. INDEMNIFICATION.
A. Except as otherwise provided in subparagraph B of this section, CONSULTANT
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 CONSULTANT'S performance of its
obligations or conduct of its operations under this Agreement. The CONSULTANT'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 CONSULTANT'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
CONSULTANT's work or work product by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the
event the City Indem nitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from CONSULTANT'S performance of or operations under this Agreement,
v 08 22
CONSULTANT 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. Where the services to be provided by CONSULTANT under this Agreement are
design professional services to be performed by a design professional as that term is defined under
Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil
Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the
CITY and its officers, officials, and employees (collectively City Indemnitees) from and against
damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney's fees
as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in
connection therewith and costs of investigation) to the extent they are caused by the negligence,
recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor
or anyone directly or indirectly employed by them, or anyone for whom they are legally liable
(collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not
apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct
of such City Indemnitee.
C. 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.
11. NONDISCRIMINATION.
CONSULTANT 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.
12. COMPLIANCE WITH ALL LAWS.
CONSULTANT 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. CONSULTANT shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONSULTANT 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.
13. NO THIRD PARTY BFN .FiCIARIES.
CITY and CONSULTANT 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.
v 08 22 4
14. 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's Project Manager:
Mel Burnette, Homeless and Housing Analyst
1400 Fifth Avenue
San Rafael, CA 94901
15. INDEPENDENT CONTRACTOR.
To CONSULTANT's Project Director:
Zoe Neil, Regional Director
Downtown Streets Team
1671 The Alameda Suite #301
San Jose, CA 95126
For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees of
the CITY. CONSULTANT and CITY expressly intend and agree that the status of
CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
16. 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 CONSULTANT 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 CONSULTANT 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.
17. SET-OFF AGAINST DEBTS.
CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT
v 08 22
under this Agreement, any monies which CONSULTANT owes CITY under any ordinance,
agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or
other amounts.
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.
20. CITY BUSINESS LICENSE / OTHER TAXES.
CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code, and CONSULTANT 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 CONSULTANT has provided CITY with a
completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification).
21. 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.
22. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
23. 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.
v 08 22
[Signatures are on the following page.]
v0822
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL:
Z'—iie .AZ.6111
Cristine Alilovich (Sep 15, 202410:23 PDT)
CRISTINE ALILOVICH, City Manager
APPROVED AS TO FORM:
Office of the City Attorney
Robert-Ir. E fi! ePf z,
Rebr,l f Eparin (Sep 9. 024 21 32 PDTI
By: ROBERT F. EPSTEIN, City Attorney
ATTEST:
City Clerk
Emu Nwwi 6 oy)
Orcnna Nurml (fuU {Sep 16. 2024 0 :22 P TI
LINDSAY LARA, City Clerk
v 08 22 8
CONSULTANT:
,7cdi2 Gadrr2`
Julie Gardner -,24, 1U.4 -111-
By: Downtown Streets, Inc
Name: Julie Gardner
Title: CEO
[If CONSULTANT is a corporation, add
signature of second corporate officer]
14e
By: Downtown Streets Inc
Name: Marina Peterson
Title: Chief Financial Officer
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for CITY by CONSULTANT under this Agreement are more fully
described in CONSULTANT'S proposal, which is attached to this Exhibit A.
A. Program Description
1. Volunteer Work Experience Program: the Streets Team Volunteers Program (STVP), DST's
flagship program, invites people experiencing homelessness to volunteer on teams dedicated to
cleaning streets, parks, encampments, and other public spaces. This program fosters community,
builds confidence, reaffirms dignity, and develops employment soft skills such as punctuality,
cooperation, and personal responsibility. Team Members, who are unhoused neighbors or at risk
of homelessness, receive access to case management, system navigation, and employment
placement services from trained DST Case Managers and Employment Specialists.
2. Workforce development through social enterprise: In 2019, Streets Team Enterprises (STE)
was incorporated into DST as a social enterprise workforce development program. STE's
mission is to help individuals attain permanent employment by providing training and
transitional paying jobs. STE provides a steppingstone of supported employment to people
impacted by homelessness, systemic trauma, and incarceration. Staff earn a wage while gaining
practical employment experiences and are supported with case management, employment
services, and housing linkage. Participation in STE is designed to be temporary, with the end
goal of participant employees achieving self-sufficiency through lasting external employment.
3. Service types and locations:
a. Mahon Creek Path encampment:
DST has been operating throughout all facets of DST Marin County's programming to serve
residents at the Mahon Creek Path Encampment in San Rafael since its inception. Since July
2023, our STVP Team has removed 24,500 gallons of debris from the Mahon Creek trail, and
our case management staff have been the primary support in permanently housing 8 Mahon
Creek residents. Furthermore, our bilingual outreach staff have been successfully building
rapport and trust with the monolingual Spanish-speaking undocumented community members
residing on Mahon Creek Trail and the surrounding areas, connecting them with vital services.
b. Downtown Business District
c. Canal Neighborhood
4. Program staffingoffered: ffered: the following DST Staff are employed under this City of San Rafael
contract:
• STVP & STE Program Manager (DST Marin Staff)
Manages the STVP and STE programs, ensuring alignment with programmatic and
organizational goals. Directly supporting our STVP & STE Housing Case Manager, our STVP &
STE Employment Specialist, and STE Participant Employees.
• STVP & STE Housing Case Manager (DST Marin Staff)
Provides housing case management services for both STVP and STE participants and alumni,
Rev 08 22 A-1
assisting them in removing clients' barriers to self-sufficiency with the ultimate goal of securing
stable housing.
• STVP & STE Employment Specialist (DST Marin Staff): Provides employment services
for both STVP and STE participants and alumni, assisting them in removing clients' barriers to
self-sufficiency with the ultimate goal of securing employment placements.
• STVP Lead (STVP Participant Employee)
Supervises Teams of volunteers under our City of San Rafael contract conducting debris removal
and beautification projects as well as administering peer -to -peer street outreach with individuals
experiencing homelessness in efforts to increase volunteership as well as connect them to other
services.
B. Operational Standards
Consultant will meet the following requirements in operations of the Downtown Streets Team's
Volunteer Work Experience Program in San Rafael:
1.Consultant will continue the Volunteer model and Workforce Development Services
launched in 2013 in San Rafael.
2. Consultant will provide at least two full-time staff members (1 FTE Project Manager and 1
FTE Case Manager/Employment Specialist) to supervise and administer the Volunteer Program
and Workforce Development Services in San Rafael. Consultant will submit payroll summaries
with monthly invoicing.
3. Consultant will provide a minimum of 10,000 hours of community cleanup services through
the Street Beautification Program. A minimum of 15 and up to 20 individuals will be involved in
the program at one time, with those individuals being people experiencing homelessness and/or
people who are facing imminent housing insecurity (hereinafter referred to as "Team
Members"). Consultant must maintain backup documentation, including but not limited to, a
reconciliation of volunteer hours to stipends issued.
4. Consultant will continue operations of the Volunteer Work Experience Program in Downtown
San Rafael, the Canal Neighborhood, as well as targeted "hot spots" and encampments as
determined by the City of San Rafael within city limits.
5. Consultant will conduct outreach to individuals residing in encampments in San Rafael in
preparation of encampment closures. Team Members may choose not to be present during
encampment closure activities to maintain trusted relationships between Team Members and
their peers residing in encampments. If additional cleanup is deemed necessary after
encampment closure, Consultant may conduct debris removal at closed encampment site after
closure has completed.
6. Consultant will operate the Volunteer Work Experience Program five days a week in agreed
upon project areas. Team Members may not volunteer in inclement weather because of the
increased health risk due to lack of housing. Inclement weather includes rain, extreme heat or
cold, snow, or air quality. Team Members also do not volunteer during observed holidays.
7. Consultant will coordinate with the City of San Rafael on special projects including
quarterly check -ins to determine the most appropriate deployment sites for Downtown Streets
Team's services (e.g., Mahon Path, Canal Marsh, etc.).
8. Consultant will provide transportation for Team Members to deploy to cleanup sites
throughout San Rafael when necessary.
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9. Consultant will work closely with staff from City of San Rafael Community Development,
San Rafael Police Department, and San Rafael Business Improvement District to identify
encampments and other priority outreach and cleanup locations.
10. Consultant will provide workforce development services to assist Team Members
transitioning to permanent employment. Such services may include job search classes and
personalized job search support, resume and interview prep, developing internship placements,
and developing mentor opportunities.
11. Consultant will conduct outreach to businesses to expedite hiring processes for Team
Members.
12. To the extent possible, consultant will make general employment services, such as job search
classes and employment leads, available to all persons experiencing homelessness in San Rafael,
as well as people recently housed or sheltered in local programs.
13. Consultant will provide support services to assist Team Members with barriers to stable
housing and employment. Such services may include enrolling in County benefits, record
expungement, securing identification documents, completing work histories, providing
transportation, referrals to hygiene services, and other similar support services.
14. Consultant will work collaboratively with case managers at partner agencies including, but
not limited to, SAFE Team, St. Vincent de Paul Society of Marin, Community Action Marin,
Homeward Bound of Marin, Ritter Center, Marin Community Clinics, and the County of Marin
to provide wraparound support and care for Team Members.
15. Consultant 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 staff members and Team Members.
C. Impact measures and deliverables for FY 24-25:
DST will achieve the following outcomes for the Volunteer Work Experience and Workforce
Development Services, reporting progress to the City monthly or quarterly on impact measures
as described below.
• At least 50 STVP volunteers served
• At least 4 STE Participant Employees hired
• At least 15 Jobs secured
• At least 100,000 gals of debris removed
Downtown Streets Team Program Outcomes and Measures. Consultant
1. Consultant will maintain a Team size of 20 Team Members, with at least 10 based in
Downtown and 6 based in the Canal neighborhood, 4 Team Members will target "hotspots" and
encampment areas deemed by City of San Rafael Staff.
2. Consultant will remove a minimum of 100,000 gallons of blight from areas throughout
San Rafael as demonstrated by before and after photos and quantified trash statistics.
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3. Consultant will continue weekly collaboration with SAFE Team to ensure street
outreach needs are being met throughout San Rafael.
4. Consultant will assist at least 15 Team Members in obtaining employment. Consultant
will measure and report on employment retention and strive to achieve that 75% of such Team
Members will retain employment for at least (3) months.
5. Consultant will assist 15 Team Members in finding secured housing placements.
6. Consultant will assist Team Members in removing at least 500 barriers to self-
suf'ficiency (i.e. retrieving vital documents, completing resumes, accessing healthcare, enrolling
in substance abuse treatment programs, record expungement, etc.)
7. Consultant will conduct quarterly anonymous surveys to collect self -reported data from
Team Members:
a. Goal: 50% of Team Members with a mental health condition will seek out or
remain in treatment.
b. Goal: 50% of Team Members with a substance use disorder will seek out or
remain in treatment.
c. Goal: 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.
d. Goal: 75% of Team Members will feel respected and heard by staff.
e. Goal: 75% of Team Members will report improved self-esteem and feelings of
self-worth.
9. Consultant will provide monthly progress reports using a template provided by the City
of San Rafael.
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EXHIBIT B
INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth below,
CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance
policies with respect to employees and vehicles assigned to the performance of Services under this
Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage
verifications as defined in this Exhibit B.
A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall
maintain, at no expense to CITY, the following insurance policies:
1. Commercial general liability. 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. Automobile liability. An automobile liability (owned, non -owned, and hired
vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per
occurrence.
3. Professional liability. 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 CONSULTANT's performance of
services under this Agreement. Where CONSULTANT is a professional not required to have a
professional license, CITY reserves the right to require CONSULTANT to provide professional
liability insurance pursuant to this section.
4. Workers' compensation. If it employs any person, CONSULTANT shall
maintain workers' 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. CONSULTANT's workers' compensation
insurance shall be specifically endorsed to waive any right of subrogation against CITY.
B. Other Insurance Requirements. The insurance coverage required of the
CONSULTANT in subparagraph A of this section above shall also meet the following requirements:
1. Except for professional liability insurance or workers' 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 CONSULTANT'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 CONSULTANT'S policies shall be at least as broad as
Rev 0822 B-1
ISO form CG20 0104 13.
3. Except for professional
insurance, the insurance policies shall include,
contractual liability and personal injury.
liability insurance or workers' compensation
in their text or by endorsement, coverage for
4. By execution of this Agreement, CONSULTANT hereby grants to CITY
a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against
CITY by virtue of the payment of any loss under such insurance. CONSULTANT 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. Ifthe 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 obligations of the
CONSULTANT under this Agreement.
9. CONSULTANT agrees to ensure that subcontractors, and any other party
involved with the Services, who is brought onto or involved in the performance of the Services by
CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT,
except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage
and assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all
agreements with, and insurance compliance documents provided by, such subcontractors and
others engaged in the performance of Services will be submitted to CITY for review.
10. CONSULTANT agrees to be responsible for ensuring that no contract used
by any party involved in any way with the Services reserves the right to charge CITY or
CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any
08 22 B-2
such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse
any third party for the cost of complying with these requirements. There shall be no recourse
against CITY for payment of premiums or other amounts with respect thereto.
C. Deductibles and SIR's. Any deductibles or self -insured retentions in
CONSULTANT's insurance policies must be declared to and approved by the CITY 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 CONSULTANT shall
procure a bond guaranteeing payment of losses and related investigations, claims administration,
attorney's fees and defense expenses.
D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER
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
CONSULTANT. 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 the CITY.