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HomeMy WebLinkAboutPrado CAPSLO funding Agmt 2010THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this Iq day of RUf'I ASS , 2010 by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and COMMUNITY ACTION PARTNERSHIP OF SAN LUIS OBISPO COUNTY, INC., hereinafter referred to as Contractor. WITNESSETH: WHEREAS, the City has allocated funding for the daily operations of the Prado Day Center facility and maintenance and provision of program activities for the homeless as described in Exhibit A (hereinafter referred to as the "Project "); and WHEREAS, Contractor is qualified to perform this type of service and has operated the Prado Day Center since 1999; and City. WHEREAS, Contractor submitted a proposal to operate the center and said proposal has been accepted by NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered, as first written above, until June 30, 2011. 2. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will pay and Contractor shall receive therefor compensation in a total sum not to exceed $53,700 for operating the project. The City shall pay the Contractor in four payments as follows: September 30, 2010 $13,425 December 31, 2010 $13,425 March 31, 2011 $13,425 June 30, 2011 $13,425 The City shall also provide in -kind bus tokens, not to exceed 750 per month for a total of 9,000 per fiscal year or $11,250 in value, to the Contractor for use with client programs, i.e. transportation to the homeless shelter, medical appointments, social services, etc. If Contractors is in need of more than 750 tokens in any given month, written approval needs to be obtained from City Administration. Agreement — CAPSLO Operation of Prado Day Center 3. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to provide services as set forth in Exhibit A attached hereto and incorporated into this Agreement. Contractor further agrees to the contract performance terms as set forth in Exhibit B attached hereto and incorporated into this Agreement. 4. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the City Manager of the City. 5. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties hereto. 6. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City Brigitte Elke, Principal Administrative Analyst City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Contractor Elizabeth "Biz" Steinberg, Executive Director Community Action Partnership of San Luis Obispo County, Inc. (CAPSLO) 1030 Southwood Drive San Luis Obispo, CA 93401 Any parry may change such address by notice in writing to the other party and therefore notices shall be transmitted to the new address. 7. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTF�$� �� CITY OF SAN LUIS OBISPO, A Municipal Corporation BY: ° Elaina Cann, City Clerk Katie Lic tig, City Manager Agreement — CAPSLO Operation of Prado Day Center Page 3 APPROVED AS TO FO� r tine Dietrick, City Attorney CONTRACTOR B Elizabeth "Biz" Stemberg, Executi irector Exhibit A SCOPE OF SERVICES 1. The Contractor shall carry out the Project to the satisfaction of the City. The Project shall consist of the following: a) Operation of the Prado Day Center for 12 months, providing daytime shelter, lunch, bathrooms, showers and laundry facilities for homeless persons. b) Assisting a daily average of at least 90 homeless persons. c) Scheduling and coordinating a weekly average of at least 20 hours of health care or other services for homeless persons provided by organizations other than the Contractor. d) Providing bus tokens to homeless persons to enable clientele to meet healthcare and other social service programming needs. e) Providing clothing voucher service in coordination with Goodwill and a motel voucher program as agreed on with Sands Motel and Villa Motel. 2. During the term of this agreement, the Contractor shall submit quarterly progress and budget reports to the City Administration Department. Quarterly payments, as specified in the agreement, shall be subject to receipt of the reports. Exhibit B PERFORMANCE TERMS 1. Business Tax & License. Contractor must have a valid City of San Luis Obispo business license & tax certificate prior to execution of the contract. Additional information regarding the City's business tax program may be obtained by calling (805) 781 -7134. 2. Ability to Perform. Contractor warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. 3. Laws to be Observed. Contractor shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. 4. Payment of Taxes. The contract prices shall include full compensation for all taxes that Contractor is required to pay. 5. Permits and Licenses. Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 6. Safety Provisions. Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 7. Public and Employee Safety. Whenever Contractor's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 8. Preservation of City Property. Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Contractor's operations, it shall be replaced or restored at Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor began work. 9. Immigration Act of 1986. Contractor warrants on behalf of itself and all sub - contractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 10. Contractor Non - Discrimination. In the performance of this work, Contractor agrees that it will not engage in, nor permit such sub - contractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 11. Work Delays. Should Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time Exhibit 8: Contract Performance Terms 8 -2 of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. 12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Contractor (Net 30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 14. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 15. Interests of Contractor. Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Contractor further covenants that, in the performance of this work, no sub - contractor or person having such an interest shall be employed. Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that Contractor's duty to indemnify 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 or employees. 17. Contract Assignment. Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 18. Termination. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to Contractor to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities or rights under the contract. In said event, Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Exhibit B: Contract Performance B -3 Termination, minus any offset from such payment representing the City's damages from such breach. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work -in- progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall Contractor be entitled to receive in excess of the compensation quoted in its proposal. 19. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or, services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 20. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City. 21. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what Contractor is required to furnish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 22. Required Deliverable Products. Contractor will provide one copy of the quarterly report that addresses all elements of the workscope. Any documents or materials provided by Contractor will be reviewed by City staff and, where necessary, Contractor will respond to staff comments and make such changes as deemed appropriate. 23. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor at various meetings to present and discuss its program activities, as necessary. Contractor shall attend as many "working" meetings with staff as necessary in performing workscope tasks. 24. Funding for Additional Services. Funding of any programs, projects, or services beyond the term of this Contract, by any new agreement or amendment or extension of this Contract, has not been authorized and will depend upon the City's determination of satisfactory performance of this Contract by the Contractor and upon the availability to the City of additional funds allocated for such purposes. Neither the City nor any employee of the City has made any promise or commitment, expressed or implied, that nay additional funds will be paid or made available to the Contractor for the purpose of this Contract over and above the funds expressly allocated under the terms of this Contract. 25. Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees or sub - contractors. Exhibit B: Contract Performance Terms Page B-4 a. Minimum scope of insurance. Coverage shall be at least as broad as: • Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001, or the exact equivalent). • Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 (any auto). • Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. • Errors and Omissions Liability insurance as appropriate to Contractor's profession. b. Minimum limits of insurance. Contractor shall maintain limits no less than: • General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: $1,000,000 per accident for bodily injury and property damage. If contractor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. • Employer's Liability: $1,000,000 per accident for bodily injury or disease. • Errors and Omissions Liability: $1,000,000 per occurrence. C. Deductibles and self - insured retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its officers, officials, employees and volunteers; or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other insurance provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. For any claims related to this project, Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of Contractor's insurance and shall not contribute with it. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. Exhibit B: Contract Performance Terms B -5 Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. e. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII unless otherwise acceptable to the Risk Manager. f. Verification of coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. However, failure to do so shall not operate as a waiver of these insurance requirements.