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HomeMy WebLinkAboutCM Mobile Shower Services September 2024SERVICES 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 WeHope- San Rafael FY24-25 Services Contract_8.21.24 Final Audit Report 2024-08-27 Created: 2024-08-21 By: Mel Bumette (melanie.bumette@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAFHN4SaGIcerKGJCeJOEemwHJNHK6zmKM "WeHope- San Rafael FY24-25 Services Contract_8.21.24" Hist ory Document created by Mel Burnette(melanie.burnette@cityofsanrafael.org) 2024-08-21 - 5:28:08 PM GMT E-4' Document emailed to Alicia Garcia (agarcia@wehope.org) for signature 2024-08-21 - 5:28:16 PM GMT Email viewed by Alicia Garcia (agarcia@wehope.org) 2024-08-27 - 8:32:13 PM GMT 6© Document e-signed by Alicia Garcia (agarcia@wehope.org) Signature Date: 2024-08-27 - 8:45:05 PM GMT - Time Source: server Agreement completed. 2024-08-27 - 8:45:05 PM GMT Q Adobe Acrobat Sign RAF,q�` i 2 rrY WITH P�� CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager's Office Project Manager: Mel Burnette Extension: 5531 Contractor Name: WeHope Contractor's Contact: Alicia Garcia Contact's Email: agarcia@wehope.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 8/6/2024 Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 8/7/2024 and return to Project Manager 8/7/2024 ❑X NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ❑X NT 3 Department Director Approval of final agreement form to send to 8/19/2024 contractor Forward three (3) originals of final agreement to 4 Project Manager 8/21/2024 Project Manager contractor for their signature 5 When necessary, contractor -signed agreement ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 8/19/2024 Date of City Council approval PRINT Project Manager CONTINUE ROUTING PROCESS WITH HARD COPY 6 Forward signed original agreements to City 8/27/2024 MB City Attorney Attorney with printed copy of this routing form 7 Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized City Clerk official Attest signatures, retains original agreement and 0 P forwards copies to Project Manager Services Contract - WeHope - FY 24-25 Mobile Shower Services Final Audit Report Created: 2024-09-06 By: Nataly Torres(nataly.torres@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAbPHzgsOtDhJSmSC5ZoH3MHavCREXaPKh KINIK11'311 "Services Contract - WeHope - FY 24-25 Mobile Shower Service s" History Document created by Nataly Torres(nataly.trres@cityofsanrafael.org) 2024-09-06 - 9:35:22 PM GMT- IP address: 99.145.194.25 17y Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2024-09-06 - 9:37:24 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-09-06 - 9:45:10 PM GMT- IP address: 104.47.64.254 60 Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2024-09-06 - 9:49:46 PM GMT - Time Source: server- IP address: 199.88.113.8 P'4 Document emailed to rob.epstein@cityofsanrafael.org for signature 2024-09-06 - 9:49:48 PM GMT Email viewed by rob.epstein@cityofsanrafael.org 2024-09-10 - 4:32:56 AM GMT- IP address: 104.28.123.163 6o Signer rob.epstein@cityofsanrafael.org entered name at signing as Robert F. Epstein 2024-09-10 - 4:33:11 AM GMT- IP address: 104.28.123.163 6o Document e-signed by Robert F. Epstein (rob.epstein@cityofsanrafael.org) Signature Date: 2024-09-10 - 4:33:13 AM GMT - Time Source: server- IP address: 104.28.123.163 El Document emailed to city.clerk@cityofsanrafael.org for approval 2024-09-10 - 4:33:15 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-09-10 - 3:22:52 PM GMT- IP address: 104.47.65.254 &SAN RAFAEL Adobe Powered V'" " "`"` Acrobat Sign 69Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi 2024-09-10 - 3:22:59 PM GMT- IP address: 199.88.113.8 6© Document approved by Brenna Nurmi(city.clerk@cityofsanrafael.org) Approval Date: 2024-09-10 - 3:23:01 PM GMT - Time Source: server- IP address: 199.88.113.8 C'y Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-09-10 - 3:23:03 PM GMT '21 Email viewed by cristine.alilovich@cityofsanrafael.org 2024-09-15 - 5:23:13 PM GMT- IP address: 104.47.64.254 6© Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-09-15 - 5:23:27 PM GMT- IP address: 76.103.109.159 6So Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-09-15 - 5:23:29 PM GMT - Time Source: server- IP address: 76.103.109.159 Document emailed to city.clerk@cityofsanrafael.org for signature 2024-09-15 - 5:23:31 PM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-09-16 - 2:21:53 PM GMT- IP address: 104.47.65.254 d© Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-09-16 - 2:22:17 PM GMT- IP address: 199.88.113.8 6Se Document e-signed by Brenna Nurmi (for)(city.clerk@cityofsanrafael.org) Signature Date: 2024-09-16 - 2:22:19 PM GMT - Time Source: server- IP address: 199.88.113.8 Agreement completed. 2024-09-16 - 2:22:19 PM GMT SAN RAFAEL Adobe Adobe "" '` 1"17 " -1m 11­ Acrobat Sign