Loading...
HomeMy WebLinkAbout2017 CON Alpha Project - Homeless Outreach ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ALPHA PROJECT FOR THE HOMELESS THIS AGREEMENT is entered into on this 2nd day of March, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Alpha Project for the Homeless, a nonprofit corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide outreach services for the homeless and intervention services. WHEREAS, the CITY has determined that the CONSULTANT is a nonprofit corporation and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide outreach services for the homeless and intervention services, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on December 1, 2016. The duration of this Agreement is for the period of 7 months through June 30, 2017. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. Alpha Project will commit two full-time outreach workers to deploy a two -person team five times per week, eight hours per day to provide homeless outreach services. Outreach teams will respond to referrals and requests for contact from the National City Police Department's PERT team, Patrol Units, Neighborhoods Services Department, as well as businesses/residents, city departments and agencies affect by homelessness throughout the city. By providing direct interaction with the homeless, the Homeless Outreach teams are able to effectively reduce the number of homeless men, women and children on the street and direct these individuals to care and service that best serve those individual's needs, as well as the needs of the affected communities. Services will include; family reunification, rental assistance, security deposits, bus tickets, housing placements and transportation. Monthly statistical reporting of all services provided and contacts will be kept. The scope of services to be provided is more fully described in Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Armando Vergara hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Amy Gonyeau thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "B" shall not exceed $50,000 for the duration of this Agreement, a period of 7 months, December 1, 2016 through June 30, 2017. The compensation for the CONSULTANT'S work shall not exceed $7,140 per month. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. Outreach to Homeless and Page 2 of 11 City of National City and Intervention Services (March 2017) Alpha Project for the Homeless 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY Outreach to Homeless and Page 3 of 11 City of National City and Intervention Services (March 2017) Alpha Project for the Homeless wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include Outreach to Homeless and Page 4 of 11 City of National City and Intervention Services (March 2017) Alpha Project for the Homeless but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall Outreach to Homeless and Page 5 of 11 City of National City and Intervention Services (March 2017) Alpha Project for the Homeless indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY' S Risk Manager. In the event coverage is provided by non -admitted Outreach to Homeless and Intervention Services (March 2017) Page 6 of 11 City of National City and Alpha Project for the Homeless "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a Outreach to Homeless and Intervention Services (March 2017) Page 7 of 11 City of National City and Alpha Project for the Homeless reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Armando Vergara Director of Neighborhood Services Neighborhood Services Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Amy Gonyeau Chief Operating Officer Alpha Project for the Homeless 3737 Fifth Ave, Suite 203 San Diego, CA 92103 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, Outreach to Homeless and Page 8 of 11 City of National City and Intervention Services (March 2017) Alpha Project for the Homeless process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. Outreach to Homeless and Page 9 of 11 City of National City and Intervention Services (March 2017) Alpha Project for the Homeless G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. Outreach to Homeless and Page 10 of 11 City of National City and Intervention Services (March 2017) Alpha Project for the Homeless IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY ALPHA PROJECT FOR THE HOMELESS (Corporation — striatum of two corporate officers required) (Partnership or Sole proprietorship — one signature) B. Leslie Deese, City Manager APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney Outreach to Homeless and Intervention Services (March 2017) By: By: Page 11 of 11 Bob McElroy President Amy Gonyean Chief Operating Officer City of National City and Alpha Project for the Homeless EXHIBIT A SCOPE OF SERVICES CITY OF NATIONAL CITY SERVICES Alpha Project will commit two full-time outreach workers, dedicated to National City, to connect with prospective unsheltered participants and to begin the process of rapport building that will lead to their inclusion in various long-term programs. The target population will include numerous individuals resistant to treatment and reticent about committing to formal service programs. Overcoming these client -specific barriers to participation will involve outreach workers gaining the trust of such individuals and guiding them through a low -demand process to facilitate their placement in appropriate programs. It will also require linguistic, cultural and class sensitivity that accepts and includes each participant's established adaptation to prolonged periods of homelessness and marginalization. In short, outreach efforts to unsheltered clients will meet those clients at their own level and accommodate their own realities to make program placement feasible. For their own sake, reluctance or grudging willingness to accept program services will not constitute barriers to entry. On the contrary, such variables are to be expected and will indicate that outreach is targeting the right individuals. Outreach staff will respond to referrals and requests for contact from the National City Police Department's PERT team, Neighborhood Services Department, as well as companies, city departments and agencies affected by homelessness throughout the city. These often include public libraries, churches, benefits offices, healthcare providers and other service providers. The Homeless Outreach Program benefits the various communities affected by homelessness by sending outreach teams into those neighborhoods to directly impact the number of homeless men and women on the streets. By providing direct interaction with the homeless, and in collaboration with NCPD's PERT team, the Homeless Outreach teams are able to effectively reduce the number of homeless men and women on the street and direct these individuals to care and services that best serve those individual's needs, as well as the needs of the affected communities. Service Provider: Alpha Project 1 of 2 Services shall include: 1. Produce monthly statistical reporting and record keeping of housing placements, services provided and numbers of contacts 2. Deploy outreach teams 5 days per week to provide homeless outreach services 3. Transportation will be provided upon client's request 4. Outreach teams will work closely with National City businesses to educate and assist in homeless related issues 5. Outreach teams will be available on an on call basis as well (during working hours), when requested 6. Rental assistance, security deposits and bus tickets home for family reunification 7. Receive and follow-up with residents' regarding the city's homeless population within 72 hours (as documented in contact log). 8. Conduct outreach to homeless individuals, to connect them with appropriate services available within the community (as documented in contact log and intake forms). 9. Provide information and facilitate referrals to homeless individuals, including information on obtaining public benefits and other services and programs available in the community such as shelter and long-term housing, food programs, medical services, drug and alcohol treatment programs, domestic violence programs, and other programs as needed (as documented in contact log and case files). 10. Provide one-on-one crisis intervention, assessment and case management for homeless clients (as documented in case files). 11. Participate in ride-alongs, as determined by the City, with National City Police Officers to provide homeless outreach and assistance (documented in Alpha Weekly Reports). 12. Participate in regular coordination meetings such as National City's Homeless Committee Meeting and the South Bay Homeless Advocacy Coalition to ensure that referrals are current and services are coordinated with regional efforts. 13. Networking with other community homeless group for the purpose of examining best practices and sharing & receiving information in meeting program objectives. 14. Provide weekly reports on program activities and outcomes to the National City Homeless Committee Chair. 15. Provide monthly statistics as determined by the Homeless Committee Chair. 16. Review weekly reports to ensure objectives are being addressed. 17. Homeless Outreach workers will assist in notification of shopping cart retrieval when associated with homeless activities. 18. Assist with documentation of stored homeless property after storage time has expired per City abatement procedures and the donation of such items not recovered. 19. Provide outreach to community and assistance with "No -Trespass" notification notices when dealing with a homeless project site/location. Service Provider: Alpha Project 2 of 2 DELIVERABLES Monthly report on homeless counts along pre -determined zones. Report to include total count, total assessed, males vs. female, count per city beats, and count of placement or service. Reports to contain detail information from field data collected as a result of outreach and case management Service Provider: Alpha Project 3 of 2 EXHIBIT B COMPENSATION & INVOICING CITY OF NATIONAL CITY COMPENSATION For the satisfactory performance and completion of the services under this Agreement, the City shall pay Service Provider compensation as set forth hereunder. 1. Service Provider shall be compensated and reimbursed by the City on the basis of invoices submitted each month for services performed during the preceding the month. a. Each invoice for work shall include: i. Date work performed ii. Description of the work performed iii. Direct Costs 2. Professional services shall be invoiced in accordance with the following Rate Schedules: a. Homeless Outreach and Intervention Services $7,140/month. b. Total cost of services for the period of December 1, 2016 and June 30, 2017, shall not exceed $50,000. Note: The following shall be considered part of the fully burdened hourly rate state in the Agreement: vehicle expenses, parking, tolls, film, postage, computer usage, printing, normal copying and document reproduction, blue print services, travel, lodging, telecommunications, photography, and all other costs and expenses incurred in completing such services. INVOICING 1. Payment Documentation: As a prerequisite to payment for services, Service Provider shall invoice the City for services performed and for reimbursable expenses authorized by this Agreement, accompanied by such records, receipts and forms as required. 2. Service Provider shall include the following information on each invoice submitted for payment by the City, in addition to the information required in the Compensation Section above: Service Provider: Alpha Project 1 of 2 a. The following certification phrase, with printed name, title and signature of Service Provider's project manager or designated representative: "I certify under penalty of perjury that the above statement is just and correct according to the terms of Document No. and that payment has not been received." b. Dates of service provided c. Date of invoice d. A unique invoice number 3. City shall, at its discretion, return to Service Provider, without payment, any invoice, which has been submitted without the above information and certification phrase. 4. Invoices shall be mailed to the attention of: City of National City 5. Should City contest any portion of an invoice, that portion shall be help for resolution, but the uncontested balance shall be processed for payment. City may, at any time, conduct an audit of any and all records kept by Service Provider for the Services. Any overpayment discovered in such an audit may be charged against the Service Provider's future invoices and any retention funds. 6. Service Provider shall submit all invoices within thirty (30) days of completion of work represented by the request and within sixty (60) days of incurring costs to be reimbursed under the Agreement. Payment will be made to Service Provider within thirty (30) days after receipt by City of a proper invoice. Service Provider: Alpha Project 2 of 2 Client#: 27411 ALPHPROJ ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/27/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. THIS POLICIES IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency LLC Marsh & McLennan Ins Agncy LLC PO Box 85638; CA Lic #0H18131 San Diego, CA 92186 CO ACT PtA!%'E Krista Mitchell rz , No, Ext): 858-750-4425 FAx (com) 858-909-9734 E-MAIL krista.mitchell barne andbarne ADDRESS: Y y INSURER(S) AFFORDING COVERAGE NAIC INsuRERA: Philadelphia Indemnity insuranc 1 18058 INSURED Alpha Project For the Homeless 3737 5th Ave. Suite 203 San Diego, CA 92103 INSURER B : New York Marine And General Ins 16608 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES • • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVEFOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TR TYPE OF INSIIRANCE ADDL fNSR SUBR WVD POLICY NUMBER POL1CY EFF {,Y,IJ DrfYYY) POI� JJCY EXP {WiFiFOD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X PHPK1545202 09/01/2016 09/01/2017 $1,000,000 $100,000 $ 5,000 CLAIMS -MADE [Xi OCCUR pEAACHOCCpURRENCE PKEM!sE`Sg ( aEONCClJrrr nce) MED EXP (Any one person) PERSONAL & ADV INJURY $1,000,000 $ 2,000,000 GEN'L AGGREGATE OTHER: LIMIT APPLIES PRPOLICY JECT X PER:GENERAL LOC AGGREGATE PRODUCTS - COMP/OP AGG $2,000,000 $ A AUTOMOBILELIABIUTY X X ANY AUTO ALL OWNED X SCHEDULED PHPK1545202 09/01/2016 09/01/2017 (EracicltleotslNGLELIMIT $1,000,000 $ BODILY INJURY (Per person) BODILY INJURY (Per accident) $ PROPERTY DAMAGE _IPer accident) $ $ A X UMBRELLA UAB EXCESS LLAP t X OCCUR CLAIMS -MADE PHUB554881 09/01/2016 09/01/2017 EACH OCCURRENCE $5,000,000 AGGREGATE $0,000,000 $ 1 DED X RETENTION $10000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY EXLC UDEEDD7 ECUTNE (Mandatory In NH) If yes, desa.!be street DESCRIPTION OF OPERATIONS below Y / N N / A WC201600011538 (D6/30/2016 06/30/2017 X MUTE STAT OTH- FR E.L. EACH ACCIDENT $i1,00O,000 E.L. DISEASE • EA EMPLOYEE $1,000,000 s1,000,000 E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS t LOCATIONS / VEHICLES IACORD 101, Add!ttonat Remarks Schedule, may be attached If more space Is reaulred) City of National City is Included as additional insured with respects to General Liability per the attached endorsements. CERTIFICATE HOLDER CANCELLATION City of National City 1243 National City Blvd. National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE lCtiwd'A "YYs 't 1L C 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #5966425/M888655 MITK INSURED: Alpha Project For the Homeless POLICY #: PHPK1545202 POLICY PERIOD: 09/01/2016 TO o9/o1/2017 COMMERCIAL GENERAL LIABILITY CG20120413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ iT CAREFULLY. ADDITIONAL INSURED - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS l his endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: City of National City is included as additional insured with respects to General Liability per the attachedendorsements. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — who is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision shown in the Schedule, subject to the following provisions: 1. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has Issued a permit or authorization. However: a. The insurance afforded to such additional Insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG20120413 2. This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising Injury" arising out of operations performed for the federal government, state or municipality; or b. "Bodily injury" or "property damage'; included within the "products -completed operations hazard". B. With respect to the insurance afforded to these additional insureds, the following Is added to Section Ill — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contraot or agreement, or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance snows in the Decla rations. Insurance Services Office, Inc., 2012 Page 1 of 1 INSURED: A pha Project For the Homeless POLICY #: PHPK1545202 POLICY PERIOD: 09/01f2016 TO 09/01/2017 COMMERCIAL GENERAL LIABILITY CG 25 04 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED LOCATION(S) GENERAL AGGREGATE LIMIT Thls endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Location(s): All locations, other than Construction Projects, occupied by the named Insured Information required to complete this Schedule, if not shown above, will be shown in the Dedarations. A. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section 1— Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which can be attributed only 10 operations at a single designated "loca- tion" shown in the Schedule above: 1. A separate Designated Location General Aggregate Limit applies to each designated "location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Location General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except dam- ages because of "bodily Injury" or "property damage" included in the "products-nor^wlotcd operations hazard", and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "sults" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Loca- tion General Aggregate Umit for that desig- nated "location". Such payments shall not re- duce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Location General Aggre- gate Limit for any other designated "location" shown In the Schedule above. 4. The limits shown In the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown In the Decla- rations, such limits will be subject to the appli- cable Designated Location General Aggre- gate Limit. CG 25 04 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of 2 Wolters Kluwer Financial Services I Uniform Forms'" B. For all Sums which the insured becomes legally obilgated to pay as damages caused by "occur- rences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section 1 — Coverage C, which cannot be attrib- uted only to operations at a single designated "location" shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -completed Operations Aggregate Lin lit whichever Is applicable; and 2. Such payments shall not reduce any Desig- nated Location General Aggregate Limit. Page 2 of 2 C. When coverage for liability_ arising out of the "products -completed operations hazard" is pro- vided, any payments for damages because of "bodily injury" cr "property damage" included in the "products -completed operations hazard" will reduce the Products -completed Operations Ag- gregate Limit, and not reduce the General Ag- gregate Limit nor the Designated Location Gen- eral Aggregate Limit D. For the purposes of this endorsement, the Defi- nitions Section Is amended by the addition of the following definition: 'Location" means premises involving the same or connecting lots, or premises whose connection is interrupted oniy by a street, roadway, waterway or right-of-way of a railroad. E. The provisions of Section i11 — Limits Of Insur- ance not otherwise modified by this endorsement shall continue toapply as stipulated. © Insurance Services Office, Inc., 2008 CG 25 04 05 09 CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk ALPHA PROJECT Homeless Outreach Services — Agreement Extension Dionisia Trejo (Neighborhood Services) Forwarded Copy of Agreement to Alpha Project