CONTRACTOR AND PROFESSIONAL SERVICES AGREEMENT
This Contractor and Professional Services Agreement ("Agreement") is made at East Palo Alto, California, dated for reference this first (1st) day of April, 2020, by and between the City of East Palo Alto, a municipal corporation ("City"), and Nuestra Casa de East Palo Alto, a non-profit organization, Youth United for Community Action, a non-protit organization, and Community Legal Services in East Palo Alto, Inc., a non-profit organization, hereinafter jointly referred to as "Contractor", who agree as follows:
Contractor shal provide the forty professional senis as specied in it are a "Scope of Work."
Payment. City shall pay Contractor for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled "Compensation." The payments specified in Exhibit B shall be the only payments to be made to Contractor for services rendered pursuant to this Agreement.
Term. The term of this Agreement shall commence on April 1, 2020 and shall continue in full force and effect until March 31, 2021.
Facilities and Equipment. Contractor shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.
5. Indemnification. Contractor shall indemnify, defend (with independent counsel approved by the City), and hold harmless the City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney's fees, Contractor's fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Contractor's operations, or any subcontractor's operations, to be performed under this Agreement, for the fullest extent permitted by law, with the exception of the sole active negligence or willful misconduct of the City.
The provisions of this section shall survive the expiration or termination of this Agreement and are not limited by any provisions relating to insurance in this Agreement.
6. Insurance Requirements. Contractor agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled "Insurance Requirements for Contractor." Failure to maintain required insurance at all times shall constitute a default and material breach.
Accident Reports. Contractor shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, Contractor and Professional Services Agreement Page 1 of 8 (Rev. 10-11-18)
and telephone numbers of the persons involved, (b) the names, addresses and telephone numbers of any known witnesses, (c) the date, time and description of the accident or other occurrence.
Conflict of Interest. Contractor warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Contractor's family, business, real property or financial interests and the services to be provided under this Agreement. Contractor shall comply with the City of East Palo Alto Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Contractor's family, business, real property or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Contractor shall disclose such conflict in writing to City.
9. Independent Contractor. Contractor is an independent contractor. Neither Contractor nor any of Contractor's officers, employees, agents or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Contractor accomplishes services pursuant to this Agreement.
10. Licenses, Permits, Etc. Contractor represents and warrants to City that all Contractor services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Contractor has all the permits, qualifications and approvals of whatsoever nature required for Contractor to practice its profession.
11. Business License. Contractor, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City's Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Contractor until such business license(s) has been obtained.
Standard of Performance. Contractor shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Contractor's profession currently practicing in California.
Contractor is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.
Contractor and Professional Services Agreement Page 2 of 8 (Rev. 10-11-18)
Contractor's responsibilities under this section shall not be delegated. Contractor shall be responsible to City for acts, errors, or omissions of Contractor's subcontractors.
Contractor is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred or, beyond a project budget approved or amended by the City Manager or his or her designee.
Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Contractor is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Contractor of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Contractor.
13. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by any cause by circumstances beyond either party's reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.
In the event that the Contractor is unable to meet the completion date or schedule of services, Contractor shall inform the City Representative of the additional time required to perform the work and the City Representative may adjust the schedule.
14. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.
15. Personnel. Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.
The payment made to Contractor pursuant to this Agreement shall be the full and Aroman Neto contact no Contact are employe eate any,
salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor.
Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor's compensation hereunder, including estimated taxes, and shall provide City Contractor and Professional Services Agreement Page 3 of8 (Rev. 10-11-18)
with proof of such payments upon request.
16. Prevailing Wages for Public Works Projects. For public works projects, Contractor shall comply with all provisions of California laws dealing with prevailing wages, apprentices, and hours of work. Contractor shall also comply with provisions of Labor Code section 1720 as applicable. Contractor shall maintain certified payroll records evidencing such payment of prevailing wages as required by law.
17. Contractor Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Contractor shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.
18. Termination or Abandonment by City. The City has the right, at any time and in Its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Contractor. Upon receipt of a notice of termination, Contractor shall perform no further work except as specified in the notice. Before the date of termination, Contractor shall deliver to City all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.
The City shall pay Contractor for services performed in accordance with this Agreement task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Contractor for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Contractor for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.
19. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Contractor resulting from services rendered pursuant to this Agreement, shall become the property of City.
Contractor agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.
Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office format as appropriate for the particular work product or, it directed by the City Representative in Adobe Acrobat PDF format.
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20. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Contractor in the performance of Contractor's services hereunder.
21. Assignment and Subcontracting. Contractor shall not subcontract, assign or transter voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect If subcontracting of work is permitted, Contractor shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Contractor. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Contractor to use subcontractors for performance of any service under this Agreement.
The City is an intended beneficiary of any work performed by Contractor's subcontractor for purposes of establishing a duty of care between the subcontractor and City.
22. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.
23. Non-Discrimination/Fair Employment Practices. Contractor shall comply with all applicable federal, state and local laws, rules and regulations in regard to nondiscrimination and non-harassment in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, sexual orientation, medical condition or physical handicap. Contractor agrees to abide by the City's Policy Against Discrimination, Harassment and Retaliation as set out in attached Exhibit D.
24. Official Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:
If to City: City of East Palo Alto
Attn: City Manager
2415 University Avenue, Second Floor
East Palo Alto, CA 94303
If to Contractor: Miriam Yupanqui
Executive Director
Nuestra Casa de East Palo Alto
2396 University Avenue
East Palo Alto, CA 94303
Ofelia Bello
Contractor and Professional Services Agreement Page 5 of 8 (Rev. 10-11-18)
Executive Director
2135 Clarke Avenue
East Palo Alto, CA 94303
Phil Hwang
Executive Director
1861 Bay Road
East Palo Alto, CA 94303
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.
Routine administrative communications shall be made pursuant to section 1 of Exhibit A.
Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.
26. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.
27. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of San Mateo County in the State of California or in the United States District Court, Northern District of California, San Francisco/Oakland Division, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.
28. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.
29. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.
30. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neutral, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.
31. Headings. The section headings contained in this Agreement are inserted for Contractor and Professional Services Agreement Page 6 of 8 (Rev. 10-11-18)
convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
32. Compliance with Laws. Contractor will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.
33. Confidentiality. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Agreement as confidential and shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City records on information to any third party, other than its own employees, agents or subcontractors who have a need for the City records or information for the performance of services under this Agreement. A violation by Contractor of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.
Contractor agrees and acknowledges that this confidentiality provision does not limit the City's disclosure as required by law, pursuant to a subpoena, the California Public Records Act, or Order of the Court.
34. News and Information Release. Contractor agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.
35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.
36. Authority. The person signing this Agreement for Contractor hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Contractor.
37. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A, entitled "Scope of Work," including any attachments.
Exhibit B, entitled "Compensation," including any attachments.
Exhibit C, entitled Insurance Requirements," including any attachments.
Exhibit D, entitled "Policy Against Discrimination, Harassment and Retaliation" •
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.
NUESTRA CASA YOUTH UNITED FOR COMMUNITY
ACTION
By:_ By:
Miriam Yupanqui Ofelia Bello
Executive Director Executive Director
DATE: DATE:
COMMUNITY LEGAL SERVICES IN
EAST PALO ALTO
By:_
Phil Hwang
Executive Director
DATE:
CITY OF EAST PALO ALTO, 51, 08
a municipal corporation
By:
By/. ar n Walfred Solorzane, City/Clerk
Jaime M. Fontes
City Manager
APPROVED AS TO CONTENT:
DATE: 4/24/2020
Victor Ramirez, Administrator
Rent Stabilization Program
APPROVED AS TO FORM:
or 2 for
Rafael E. Alvarado Jr.
City Attorney
Contractor and Professional Services Agreement Page 8 of 8 (Rev. 10-11-18)
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.
NUESTRA CASA YOUTH UNITED FOR COMMUNITY
ACTION
By:_ Mm By:_
Miriam Yupanqui Ofelia Bello
Executive Director Executive Director
DATE: 6/1/20 DATE:
COMMUNITY LEGAL SERVICES IN
EAST PALO ALTO
By:
Phil Hwang
Executive Director
DATE:
CITY OF EAST PALO ALTO, ATTEST:
a municipal corporation
By:
By: Walfred Solorzano, City Clerk
Jaime M. Fontes
City Manager
APPROVED AS TO CONTENT:
DATE:
Victor Ramirez, Administrator
Rent Stabilization Program
APPROVED AS TO FORM:
Rafael E. Alvarado Jr.
City Attorney
Contractor and Professional Services Agreement Page 8 of 8 (Rev. 10-11-18)
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.
NUESTRA CASA YOUTH UNITED FOR COMMUNITY
ACTION
By:_
Miriam Yupanqui Ofelia Bello
Executive Director Executive Director
DATE: DATE: 06/10/2020
COMMUNITY LEGAL SERVICES IN
EAST PALO ALTO
By:_
Phil Hwang
Executive Director
DATE:
CITY OF EAST PALO ALTO, ATTEST:
a municipal corporation
By: _
By: Walfred Solorzano, City Clerk
Jaime M. Fontes
City Manager
APPROVED AS TO CONTENT:
DATE:
Victor Ramirez, Administrator
Rent Stabilization Program
APPROVED AS TO FORM:
Rafael E. Alvarado Jr.
City Attorney
Contractor and Professional Services Agreement Page 8 of 8 (Rev. 10-11-18)
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.
NUESTRA CASA YOUTH UNITED FOR COMMUNITY
ACTION
By:_ By:_
Miriam Yupanqui Ofelia Bello
Executive Director Executive Director
DATE: DATE:
COMMUNITY LEGAL SERVICES IN
EAST PALO ALTO
or Pay
Phil Hwang
Executive Director
DATE: 6/1/20
CITY OF EAST PALO ALTO, ATTEST:
a municipal corporation
By: By walted Solorano, Gily Clerk
Jaime M. Fontes
City Manager
APPROVED AS TO CONTENT:
DATE:
Victor Ramirez, Administrator
Rent Stabilization Program
APPROVED AS TO FORM:
Rafael E. Alvarado Jr.
City Attorney
Contractor and Professional Services Agreement Page 8 of 8 (Rev. 10-11-18)
EXHIBIT A
SCOPE OF WORK
Representatives.
City Representative: Contractor's Representative:
Victor Ramirez, Administrator Miriam Yupanqui
Rent Stabilization Program Executive Director
2415 University Avenue Nuestra Casa de East Palo Alto
East Palo Alto, CA 94303 2396 University Avenue
(650) 853-3157 (Phone) East Palo Alto, CA 94303
(650) 853-3115 (Fax) (650) 330-7472
(650) 321-4532
All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission or electronic mail as agreed between the Contractor Representative and City's Representative.
2. Services and Schedule.
The services provided shall be as set forth in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference and performed according to the schedule set forth therein. Contractor will complete all services by March 31, 2021.
3. Phased Performance.
If the schedule calls for the services to be performed in phases or discrete increments, Contractor shall not proceed from one phase or increment to the next without written authorization from the City's Representative.
4. Additional Services. Additional services are those services related to the scope of Services of Contractor as set forth in Exhibit A but not anticipated at the time of execution of this Agreement ("Additional Services"). Additional Services shall be provided only when authorized by an amendment to this Agreement and approved by the City Manager, amendment will not be reimbursed under this Agreement or an amendment.
Contractor's compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable Contractor and Professional Services Agreement Page 1 of 2 Exhibit A (Rev. 10-11-18)
hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual agreement between City and Contractor, compensation to Contractor shall not exceed the fixed fee amount.
5. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below, without written approval of the City Representative. Contractor recognizes that the composition of this team was instrumental in the City's decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City's consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor's obligations under this Agreement and shall be grounds for termination.
Key personnel: Miriam Yupanqui, Julio Garcia, and Housing Coordinator for Nuestra Casa, Ofelia Bello and Kenia Najar for YUCA and Stacy Townsend, Margaret McBride, Jason Tarricone, Fabian Sanchez, and Marco Tovar for CLSEPA] Contractor and Professional Services Agreement Page 2 of 2 Exhibit A (Rev. 10-11-18)
ATTACHMENT 1 OF EXHIBIT A: Anti-Displacement Services Agreement Scope Activity/Strategy Responsible Contractor Deliverables/Objectives Deliverables/Objectives Year 1 Year 2 (if agreement is
extended)
Hire and train YUCA YUCA's and Nuestra Casa's Hire and train new staff. Stavide ongoing training for Organizer and staff and leadership team
Nuestra Casa Housing
Coordinator and staff.
Provide legal workshops CLSEPA will lead workshops. Hold 4 workshops in East Palo Hold 4 workshops in East Palo to City residents and YUCA & Nuestra Casa will provide Alto for 120 residents in year Alto for 120 residents in tenant associations. outreach and host these workshops. one. year two.
Assist residents to form CLSEPA and YUCA will support In Year 1, form tenants In Year 2, support current tenants associations where tenants in forming tenant associations that will benefit all tenants associations. Form new here are building-wide associations. Nuestra Casa will the residents in a building or on tenants associations if needed evictions, rent increases, provide outreach. a property (the number depends (the number depends on how or health and safety many buildings/properties are
issues. buildings/properties are
impacted).
Tenant Advisory Board YUCA and Nuestra Casa will Within 60 days of shelter-in- Convene a minimum of 6 convene a 7-member tenant advisory place order lift, YUCA's board Housing Organizer will convene
a 7-9 member tenant advisory
board of leaders in the
community who will help guide
the City's implementation of
anti-displacement services. The
Board will convene a minimum
of 4 meetings in the first year
where the board will receive
updates, inform implementation
and strategize for sustainability.
Provide leadership YUCA and Nuestra Casa will YUCA and Nuestra Casa will dolores raised provide leadership development provide 3 leadership evelopment deshings 10 7 trainings. development trainings to 75
renters. YUCA and Nuestra Casa will residents in part through Nuestra sa parent at alries, which provide outreach for these trainings. Casa's parent academies, which are split up into 3 Black/African are split up into 3 Black/African American, Pacific Islander, and American, Pacific Islander, and Latinx parent cohorts. Latinx parent cohorts.
Prepare community CLSEPA will provide technical CLSEPA will lead 4 trainings in CLSEPA will lead 4 trainings in partners and tenants for assistance trainings ear one for community partner ear two for community partner effective civic to YUCA & Nuestra Casa n advance of key city council n advance of key city counci engagement by providing Housing staff, as well as planning commission, or other planning commission, or other them with technical affiliated coalitions and public meetings. public meetings. assistance and policy tenant leaders.
analysis in advance of key
public meetings in East
Palo Alto.
Provide trainings on civic
engagement strategies,
including education on
key land use and zoning
tools, to create new
affordable housing and
prevent displacement.
Advocate for tenant YUCA's Housing Organizer and In Year I, YUCA's Housing In Year 2, YUCA's Housing otections, affordabl Nuestra Casa's Housing Organizer and Nuestra Casa's Organizer and Nuestra Casa's niting premention an Coordinator. Housing Coordinator will work Housing Coordinator will work together to attend 10 City together to attend 10 City
policies. Council and Planning Council and Planning
Commission meetings pertaining Commission meetings pertaining to housing and to housing and
anti-displacement. anti-displacement.
Provide education about YUCA's Housing Team and Nuestra Provide tenant education to 100 Provide tenant education to 100 housing law and tenants' residents via one-on-one residents via one-on-one rights to the broader East interactions at community fairs, interactions at community fairs, Palo Alto community. phone banking systems, phone banking systems, mailings, social media mailings, social media
engagement, online videos, engagement, online videos,
door-to-door outreach, farmer's door-to-door outreach, farmer's market, Nuestra Casa's Food market, Nuestra Casa's Food Distribution Program, and Distribution Program, and
community events. community events.
Design educational CLSEPA will provide technical YUCA's Housing Organizer will YUCA's Housing Organizer will literature, know-your- assistance to YUCA's Housing create educational materials and review and update educational rights pamphlets, and Organizer. literature, at minimum in English materials and literature as project development and Spanish, to disseminate necessary in Year 2. YUCA's timelines to disseminate to YUCA's Housing Organizer will during community-wide Housing Organizer will also the broader East Palo Alto create, print and disseminate outreach efforts. YUCA's review and revise the community. literature. Housing Organizer will also presentations and visuals tailored design presentations and visuals to specific objectives for tailored to specific objectives for
trainings.
Maintain communications YUCA's Housing Organizer YUCA's Housing Organizer will YUCA's Housing Organizer will via a bilingual "hotline" receive communications via a continue receiving phone line to which tenants can communications via a phone lin contact with questions regarding to which tenants can contact the Tenant Organizing Project. with questions regarding the While no legal advice can be
offered via this phone line, it While no legal advice can b will continue to serve as a offered via this phone line. i referral to legal services, will continue to serve as a emergency rental assistance referral to legal services, services, and other resources. emergency rental assistance YUCA's Housing Organizer will services, and other resources. also be in charge of expanding
the registry of 70 East Palo Alto
tenants currently in the City's
records through the Tenant
Organizing Project. The Housing
Organizer will expand this list
by 50 people in year one.
This registry contains mostly
phone numbers and some emails
that can be utilized for the
purpose of such expansion.
Provide legal CLSEPA will provide legal Assist 75 residents in year one Assist 100 residents in year two assistance to individuals. with legal representation, legal o presidents at and advice
advice, or rental assistance,
including: unlawful detainer
(eviction) cases; the Rent (eviction) cases: the Rent
increases, or unsafe YUCA and Nuestra Casa will refer Stabilization Program petition Stabilization Program petition housing conditions. Colmunity members who need legal process to address habitability or process to address habitability or rent overcharge issues; eviction rent overcharge issues; eviction notices; emergency moratorium notices; emergency moratorium violations, and other issues that violations and other issues that threaten the stability of rental threaten the stability of renta housing in lousing in East Palo Alto.
East Palo Alto.
Reporting Service Providers (Nuestra Casa,
quarterly progress reports to the Cit
as well as a midterm and final repor
is extended for a second year
Service Providers will be required to
do the same in the second year. Th
eports will provide quantitative an
EXHIBIT B
COMPENSATION
1. Contractor's Compensation.
City agrees to pay Contractor, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Two Hundred Seventy-Nine thousand and Eighty-Eight dollars ($279,088).
Contractor shall notify City in writing no later than thirty (30) days prior to the estimated date when Contractor will have billed City the maximum payment amount permitted under this Agreement, and Contractor shall provide City with an estimate of the additional compensation required to complete the project.
2. Appropriate Billable Hourly Rates for Services and Additional Services.
Contractor's billable hourly rates shall be as set forth in Attachment 1 of Exhibit B.
Nuestra Casa de East Palo Alto shall be designated as the sole vendor to submit invoices, containing an accounting for all work performed by all parties, to the City under this Agreement, and no other Contractors, including Youth United for Community Action and Community Legal Services in East Palo Alto, may separately bill the City for any work performed.
Nuestra Casa de East Palo Alto shall submit one invoice for all work performed at the end of each calendar quarter, and one check shall be issued by the City for each invoice submitted, and Nuestra Casa de East Palo Alto shall be solely responsible for remitting payments to all vendors for work performed per this Agreement.
Contractor's Reimbursable Expenses.
Reimbursable Expenses shall be limited to actual reasonable expenditures of Contractor for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.
Payments to Contractor.
Payments to Contractor shall be made within a reasonable time after receipt of Contractor's invoice, said payments to be made in proportion to services Contractor and Professional Services Agreement Page 1 of 3 Exhibit B (Rev. 10-11-18)
performed. Contractor may request payment on a monthly basis. Contractor shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.
B. All invoices submitted by Contractor shall contain the following information:
1. Description of services billed under this invoice
2 Date of Invoice Issuance
3. Sequential Invoice Number
4. City's Purchase Order Number (if issued)
5. Social Security Number or Taxpayer Identification Number 6 Amount of this Invoice (Itemize all Reimbursable Expenses") Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses.
Billings that do not conform to the format outlined above shall be returned to Contractor for correction. City shall not be responsible for delays in payment to Contractor resulting from Contractor's failure to comply with the invoice format described above.
Accounting Records of Contractor.
Contractor shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Contractor's direct salary costs for all Services and Additional Services performed under this Agreement and records of Contractor's Reimbursable Expenses, in accordance with generally accepted accounting practices.
Contractor shall keep such records available for audit, inspection and copying by representatives of the City's Finance Department or other government agencies during regular business hours upon twenty-four (24) hour notice.
The obligations of Contractor under this section shall survive this Agreement.
Taxes.
Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor's compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request. Contractor hereby agrees to indemnify and defend City for any claims, losses, costs, fees, liabilities, damages or injuries suffered by City arising out of Contractor's breach of this section pursuant to the Indemnification provisions of this Agreement.
7. Taxpayer Identification Number. Contractor shall provide City with an IRS Form Contractor and Professional Services Agreement Page 2 of 3 Exhibit B (Rev. 10-11-18)
W-9, Request for Taxpayer Identification Number and Certification, containing an original signature and any other State or local tax identification number requested by City.
Contractor and Professional Services Agreement Page 3 of 3 Exhibit B (Rev. 10-11-18)
EXHIBIT B
COMPENSATION
ATTACHMENT 1 (CONTRACTOR BUDGETS)
Contractor and Professional Services Agreement Page 1 of 3 Exhibit C (Rev. 10-11-18)
‹ Nuestra Casa
www.natstracauserg
Nuestra Casa's Cost Structure
Expense Hourly Amount
Personnel Expenses
1. Housing Advocacy $30/hour 39,000
Coordinator
(62.5% of FTE Time)
2. Program Director $28/hour 9,000
(15% of FTE Time)
3. Executive Director $43/hour 4,500
(5% of FTE Time)
Personnel Salaries $52,500
Fringe Expenses
Workers Comp./ $4016
Payroll Taxes @0765
Total Personnel Expenses $56,516
Operational Expenses
1. 10% Administrative 25,000
Overhead for Entire
Project
2. Accounting Services $50/hour 1,500
@ 30 hours
3. Printing Costs
1,000
4. Meeting/Program 984
Expenses
5. Rent/Office Space 3,000
Total Operational 31,484
Total Budget for Nuestra $88,000
Casa
VOCA
Youth United for Community Actom
Cost Structure
Expense Hourly Rate Amount
Executive Director $31.25/hour $9,750
(.15 FTE)
Housing Campaign Organizer $28/hour $36,400
(.625 FTE)
Youth Organizers & Contractors (150 hours) $12-$24/hour $3,600 Fringe benefits $5,538
$55,288
7-9 Member Tenant Advisory Board $5,400
Gift Cards for Meeting Attendees/Engagement $5,000
($25 each x 200)
Printing $2,700
Venues for Meetings $1,200
Meeting Supplies (office materials, food, AV, $4,500
etc.)
Tenant Hotline Expenses $1,000
Total Operational Expenses $19,800
Total $75,088
COMMUNITY
LEGAL SERVICES
IN EAST PALO ALTO
Cost Structure
Item Amount
Annual salary
• 0.50 FTE attorne $37,000
Stacy Young Townsen
Annual salary
• 0.50 FTE legal fellow $36,000
• Fabian Sanchez
Annual salary
• 0.10 FTE supervisor $8,700
Margaret McBride, Senior Attorney
Annual salary
• 0.05 FTE supervisor $5,650
Jason Tarricone, Housing Program Director
Annual salary
• 0.20 FTE paralegal support $10,400
• Marco Tovar, Intake & Clinic Coordinator
Fringe benefits (payroll tax, workers' compensation, $18,250 SUI, medical, dental, vision, life, disability, retirement) TOTAL $116,000
EXHIBIT C
INSURANCE REQUIREMENTS
I. TYPES OF INSURANCE
A. Commercial General Liability Insurance: Contractor's General Liability insurance shall include contractual liability coverage. Contractor shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance (Commercial General Liability Insurance) on an occurrence basis as shall protect it while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as claims for property damage which may arise from the Contractor's operations under this Agreement, whether such operations be by Contractor or by any sub-Contractor or by anyone directly or indirectly employed by either of them. The amounts of such insurance shall be not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000), in aggregate or Three Million Dollars ($3,000,000) combined single limit bodily injury and property damage for each occurrence. Contractor shall provide the City with certificates of insurance and copies of additional insured and primary coverage endorsements evidencing the insurance coverage required by this Agreement.
B. Automobile Liability Insurance: Contractor shall take out and maintain during the life of this Agreement such Automobile Liability Insurance in an amount of not less than One Million Dollars ($1,000,000) for each occurrence combined single limit or not less than One Million Dollars ($1,000,000) for any one (1) person, and One Million Dollars ($1,000,000) for any one (1) accident, and Three Hundred Thousand Dollars, ($300,000) property damage. Contractor shall provide the City with certificates of insurance and copies of additional insured and primary coverage endorsements evidencing the insurance coverage required by this Agreement.
C. Worker's Compensation and Employer's Liability Insurance: Contractor shall have in etect during the entire life of this Agreement Worker's Compensation anc Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, Contractor makes the following certification, required by Section 18161 of the California Labor Code: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement".
D. Professional Liability Insurance: Contractor shall take out and maintain during the life of this Agreement a policy of professional liability insurance, protecting it against claims arising out of the acts, errors, or omissions of Contractor pursuant to this Agreement, in the amount of not less than One Million Dollars ($1,000,000) per Contractor and Professional Services Agreement Page 2 of 3 Exhibit C (Rev. 10-11-18)
claim. Said professional liability insurance is to be kept in force for not less than one (1) year after completion of services described herein.
Il. ADDITIONAL REQUIREMENTS
A. Broader Insurance Coverage: In the event that Contractor maintains broader coverage and/or higher limits than the City's minimum requirements, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. The limits of insurance required in this agreement may e satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision tha such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance shall be called upon to protect it as a named insured.
B. Additional Insured Status: The City of East Palo Alto, its subsidiary agencies, directors, officers, employees, agents, independent contractors and volunteers shall be named as additional insureds on any such policies of comprehensive general and automobile liability insurance.
C. Primary and Non-Contributory Coverage: Except for professional liability and worker's compensation insurance, the policies shall also contain a provision that the insurance afforded to the City, its subsidiary agencies, and their directors, officers, employees, agents, independent contractors and volunteers based on additional insured status shall be primary and non-contributory insurance to the full limits of liability of the policy, and that if the City, its subsidiary agencies and their directors, officers, employees, agents, independent contractors and volunteers have other insurance against a loss covered by a policy, such other insurance shall be excess insurance only.
D. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). All certificates and endorsements are to be received and approved by the City Attorney's Office at least five days before Contractor commences work to be performed pursuant to the agreement.
E. Notice of Cancellation: Contractor shall provide thirty (30) days' notice, in writing, to the City, at 2415 University Avenue, East Palo Alto, CA 94303, of any pending change or cancellation of the policy.
F. Deductibles or Self-Insured Retentions: Prior to the execution of this Agreement, any deductibles or self-insured retentions must be declared to and approved by City.
G. Breach: In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be Contractor and Professional Services Agreement Page 3 of 3 Exhibit C (Rev. 10-11-18)
diminished or canceled, City, at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.
Contractor and Professional Services Agreement Page 4 of 3 Exhibit C (Rev. 10-11-18)
EXHIBIT D
CITY OF EAST PALO ALTO'S POLICY AGAINST
DISCRIMINATION, HARASSMENT AND RETALIATION
EFFECTIVE DATE: 12/21/2004
REVISED DATE: 1/12/07
ADOPTED BY CITY COUNCIL: 12/21/2004
1. PURPOSES
The purposes of this policy are to emphasize the City's commitment to keeping its workplace free of harassment, discrimination and retaliation, to define and provide examples of the conduct that is prohibited, to summarize the respective responsibilities for preventing, reporting, investigating, and responding to violations and to give clear warning of the serious consequences that violators will face.
A copy of this policy shall be provided to all persons who are subject to it and shall be posted on City bulletin boards in all City facilities.
Il. POLICY
All of the following are prohibited by this Policy:
• Discrimination or harassment in any aspect of City employment based on any legally protected characteristic or status, including sex, gender, sexual orientation, race, color, national origin, language, ancestry, religion, age, marital status, domestic partner, physical disability, mental disability, or medical condition.
• Retaliation for opposing, filing a complaint about, or participating in an investigation of, any such harassment or discrimination. • Aiding, abetting, inciting, compelling, or coercing or any such discrimination, harassment or retaliation, or attempting to do so.
The City will take all reasonable steps necessary to prevent such misconduct from occurring, and to remedy and punish any occurrence. Any City employee, Council member, member of any advisory body, including any Commissioner, Committee member, or Board member found having engaged in any such misconduct will be subject to disciplinary action up to and including termination or censure or removal and will be deemed to have acted outside the course and scope of his or her employment.
This policy applies to all City employees, volunteers, interns, vendors, and contractors as well as to all applicants for City positions.
Contractor and Professional Services Agreement Page 1 of 4 Exhibit D
The policy shall not be interpreted or applied in any manner that would be inconsistent with any applicable State or Federal law or regulation or increase the legal liability of the III. DESCRIPTION AND EXAMPLES OF PROHIBITED HARASSMENT
Harassment on the basis of sex is unlawful and is prohibited by this policy. Sexual harassment includes unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature, when:
• An individual's submission to such conduct is made explicitly or implicitly, a term or condition of that individual's employment; or,
• An individual's submission to or rejection of such conducts is used as the basis for an employment decision affecting that individual; or, • The conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile, abusive, or offensive work environment.
Sexual harassment need not be motivated by sexual desire or gratification and may include nonsexual conduct motivated by the violator's hostility towards the victim's gender, or towards the victim's nonconformity to gender stereotypes. Sexual harassment includes not only conduct motivated by gender, but also by pregnancy, childbirth, or a related condition. A harasser may be either male or female, and the victim may either be the same sex or the opposite sex. Even a person who is not the intended target of harassment may be harassed by it if he or she witnesses it.
Sexual harassment may be verbal, visual, or physical. For example:
• Verbal harassment may consist of derogatory, threatening, or intimidating comments, epithets, slurs or jokes; references to gender, physical appearance, attire, sexual prowess, marital status, or pregnancy; or sexual advances, propositions, or demands.
• Visual harassment may consist of displaying or circulating derogatory or offensive posters, cartoons, drawings, photographs, pin-ups, computer images, or electronic media transmissions.
• Physical harassment may consist of assault, battery, or unwelcome, unnecessary and offensive touching (kissing, hugging, patting, rubbing, pinching, brushing Blocking movement, or physical interfering with normal work or movemen.? Contractor and Professional Services Agreement Page 2 of 4 Exhibit D
In addition to prohibiting harassment based on sex or gender, this policy also prohibits harassment based on sexual orientation, or upon any other legal protected characteristic or status, such as race, religion, creed, color, national origin, language, ancestry, physical disability, mental disability, medical condition, marital status, domestic partner, or age.
Harassment on the basis of such factors is subject to the principles applicable to sexual harassment, as stated above.
IV. REPORTING DISCRIMINATION, HARASSMENT OR RETALIATION Any City employee, volunteer, intern, vendor, contractor, or applicant who becomes aware of any discrimination, harassment or retaliation prohibited by this policy shall report it immediately to their immediate supervisor, or higher-ranking supervisor, or the Assistant City Manager. Under no circumstances shall such a report be required or expected to be made to the person who engaged in the misconduct that is subject to this report.
The responsibility to report conduct prohibited by this policy arises even if the conduct is directed toward someone else and even if the person toward whom it is directed does not want it reported.
Reports may be made orally or in writing, free of requirements as to form.
Because reports of conduct prohibited by this policy will be treated as serious charges, the making of a deliberately false report, or a report made with reckless disregard for its truth or falsity, may subject the maker to disciplinary action.
V. INVESTIGATION AND RESOLUTION
The City of East Palo Alto will investigate all reported violations of this policy. All employees, volunteers, interns, vendors and contractors, members of the City Council, or members of a City advisory body shall cooperate with any such investigation.
Any supervisor, manager department head, member of the City Council, or member of a City advisory body who receives a report of, or who becomes aware of, conduct prohibited by this policy shall promptly report it to the Personnel Officer. Upon receiving the report, the Personnel Officer shall direct any report that accuses a City Council member or appointee to the City Council for investigation and resolution. The City Council shall delegate the responsibility to conduct a prompt, full, and fair investigation to the qualified private investigator. Upon receiving a report regarding a non-City Council member or appointee, the Personnel Officer shall conduct a prompt, full, and fair investigation, or delegate that responsibility to a qualified City employee or private investigator. The person performing the investigation shall:
Contractor and Professional Services Agreement Page 3 of 4 Exhibit D
• Interview the complainant, the accused, and anv other person the investigator believes to have knowledge relevant to the charges
• Gather and review any documentary, electronic, or physical evidence relevant to the charges;
• Consult with legal counsel as needed;
• Determine whether the charges can or cannot be substantiated; and • Develop recommendations for appropriate remedial and/or disciplinary action, if VI. OUTSIDE ADMINISTRATIVE AGENCIES
In addition to the remedies described in this Policy, the U.S. Equal Employment Commission and the California Department of Fair Employment and Housing provide administrative complaint and investigation processes as to harassment, discrimination or retaliation on the basis of a protected status. The toll-free telephone number for such office is listed below:
California Department of Fair Employment and Housing 1.800.233.3212 U.S. Equal Employment Opportunity Commission 1.800.669.4000 Contractor and Professional Services Agreement Page 4 of 4 Exhibit D