SERVICES AGREEMENT BETWEEN THE CITY OF SUNNYVALE AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
THIS SERVICES AGREEMENT (“Agreement”) dated ____________________________ is by and between the City of Sunnyvale, a California public agency ("CITY"), and HOMEFIRST SERVICES OF SANTA CLARA COUNTY, and non- profit 501 (c)(3) organization ("CONTRACTOR") (collectively, “the Parties”).
WHEREAS, CITY desires to secure services necessary to facilitate a n outreach and shelter program to temporarily relocate residents currently residing on CITY-owned property (“Project”); and
WHEREAS, CONTRACTOR represents that it, and its sub- contractors, if any, possess the professional qualifications and expertise to provide the required services; NOW, THEREFORE, THE PARTIES ENTER INTO THIS AGREEMENT.
1. S ervices by CONTRACTOR
For thi
s Project, CONTRACTOR shall provide services in accordance with Exhibit "A" entitled “Scope of Work.” All exhibits referenced in this Agreement are attached hereto and are incorporated herein by reference. To accomplish this end, CONTRACTOR agrees to assign Rene Ramirez, Chief Operating Officer, to this Project, to act in the capacity of Project Manager and personally direct, oversee, manage the delivery of services to be provided by CONTRACTOR.
Except as specified in this Agreement, CONTRACTOR shall furnish all technical services, including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to satisfactorily complete the services required in this Agreement.
2. Agreement T
erm
The te rm of this Agreement shall be from June 1, 2022 through June 30, 2023 unless terminated earlier pursuant to this Agreement. This Agreement may be renewed for an additional two (2) months at the sole option of CITY, upon the delivery of written notice to CONTRACTOR prior to the expiration of the term.
3. P ayment of Fees and Expenses
CITY agr
ees to pay CONTRACTOR the amount of three hundred eighty thousand three hundred twenty-nine dollars ($380,329) as set forth in Exhibit "B". Total compensation shall not exceed three hundred eighty thousand three hundred twenty nine dollars ($380,329) unless upon written modification to this Agreement signed by both parties. CITY shall submit an initial payment of 20% of the agreed upon fee and CONTRACTOR shall submit payment invoices, thereafter, to CITY not more frequently than monthly to be paid in accordance with the budget as set forth in Exhibit "B" attached and incorporated by reference.
All invoices, including detail ed backup, shall be sent to CITY , attention Teri Silva, Assistant City Manager, via email/mail at [email protected]/457 W. Olive Avenue, Sunnyvale, CA 94086.
Payment shall be made within thirty (30) days following CITY’s receipt of a complete and accurate invoice together with all supporting documentation.
Attachment 1
CITY OF SUNNYVALE | Homelessness Services Agreement, page 2
4. Independent Contractor
CONTRA
CTOR is not an agent or employee of CITY but is an independent contractor with full rights to manage its employees subject to applicable legal requirements. “CONTRACTOR Parties” means CONTRACTOR and its employees, agents, volunteers, consultants and independent contractors, including, without limitation, its subcontractors. CONTRACTOR agrees that neither CONTRATOR nor any CONTRACTOR Party shall represent itself as the agent, employee or legal representative of CITY for any purpose. CONTRACTOR shall be solely liable for the remuneration of CONTRACTOR Parties and any claims of CONTRACTOR Parties. All persons employed by CONTRACTOR in connection with this Agreement will be employees of CONTRACTOR and not employees of CITY in any respect. CONTRACTO R is responsible for obtaining statutory Workers' Compensation coverage for its employees.
5. Standard of Workmanship
CONTRA
CTOR represents and maintains that it is skilled in the professional calling necessary to perform the services , duties and obligations, expressed and implied, contained herein, and CITY is expressly relying upon CONTRACTOR's representations regarding its skills, knowledge and capabilities to perform the services se t forth in this Agreement. CONTRACTOR shall perform such services and duties in conformance to and consistent with the best practices and standards generally recognized as being employed by professionals in the same discipline in the State of California.
6. Re sponsibility of CONTRACTOR
CONTRA
CTOR shall be responsible for the professional quality, technical accuracy, and the coordination of services furnished by it under this Agreement. Neither CITY’s review, acceptance, nor payment for any of the services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’s negligent performance of any of the services furnished under this Agreement.
7. R
ight of CITY to Ins pect Records of CONTRACTOR
CITY,
through its authorized employees, representatives, or agents, shall have the right, at any and all reasonable times, to audit the books and records of CONTRACTOR, including, but not limited to, invoices, vouchers, canceled checks and timecards for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years from the date of final payment to CONTRACTOR or for any longer period required by law, sufficient books and records in accordance with generally accepted accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR. Any expenses not so recorded shall be disallowed by CITY.
8. N
o Pledging of CITY’s Credit
Under no
circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or or incur any obligation in the name of CITY.
9. O wnership of Material
All
material, including information developed on computer(s) or any electronic device(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, Attachment 1
CITY OF SUNNYVALE | Homelessness Services Agreement, page 3 quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared or caused to be prepared, under this Agreement shall be the property of CITY, but CONTRACTOR may retain and use copies thereof for work associated with this Project.
10. Indemnity
A. CON
TRACTOR shall hold harmless, defend, and indemnify CITY and its officers, agents, officials, employees, and volunteers against all claims, losses, damages and/or expenses including attorney fees, costs of litigation and judgement, directly or indirectly arising from or claiming to arise from any injury to any person(s), damage to any property, or any economic loss, arising out of, in whole or in part, (1) by any negligent act or omission of the CONTRACTOR; and/or (2) the CONTRACTOR’S performance or non- performance of its duties under this contract/agreement; and/or (3) any defect in any services provided by the CONTRACTOR. This duty to defend, indemnify, and hold harmless shall include the CONTRACTOR’S responsibility for any and all foregoing claims, even if such claims are groundless, false, and/or fraudulent and any and all equitable relief, damages, costs and attorney fees except those caused by the active negligence, sole negligence, or willful misconduct of CITY.
B. Thi
s obl
igation shall be continuing in nature and extend beyond the term of this contract/agreement. The doctrine of equitable tolling extends the time within which an action for breach of this provision may be filed.
C. CONTRACTOR and City as used in this section, include the employees, agents, sub-contractors, and any other person who are directly employed by or otherwise legally responsible, respectively to each party.
11. Insurance Requirements
CONTRACTOR shall take out and maintain during the life of this Agreement policies of insurance as specified in Exhibit "C” attached and incorporated by reference and shall provide all certificates and/or endorsements as specified in Exhibit "C" to CITY prior to the commencement of any services under this Agreement.
12. Conflict of Interest
CON
TRACTOR shall avoid all conflicts of interest, or appearance of conflict, in performing the services and agrees to immediately notify CITY of any facts that may give rise to a conflict of interest. CONTRACTOR is aware of the prohibition that no officer of CITY shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement, CONTRACTOR shall not accept employment or an obligation which is inconsistent or incompatible with CONTRACTOR’s obligations under this Agreement.
13. G overning Law, Jurisdiction and Venue
This A
greement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law or choice of law principles. Proper venue for legal actions will be exclusively vested in a state court in the County of Santa Clara. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Santa Clara, and waive all venue objections.
Attachment 1
CITY OF SUNNYVALE | Homelessness Services Agreement, page 4
14. R ecords, Reports and Documentation
CONTRA
CTOR shall maintain complete and accurate records of its operation, including all additional records required by CITY in writing. CONTRACTOR shall submit to CITY all reports concerning its performance under this Agreement that may be requested by CITY in writing.
CONTRACTOR agrees to assist CITY in meeting CITY’s reporting requirements to the state and other agencies with respect to CONTRACTOR's work hereunder. All records, reports and documentation relating to the work performed under this Agreement shall be made available to CITY during the term of this Agreement.
15. Ter mination of Agreement
A. If C
ONTRACTOR defaults in the performance of this Agreement, or materially breaches any of its provisions, CITY at its option may terminate this Agreement by giving written notice to CONTRACTOR. In the event of such termination, CONTRACTOR shall be compensated in proportion to the percentage of satisfactory services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONTRACTOR shall present CITY with any work product completed at that point in time.
B. W
it
hout limitation to such rights or remedies as CITY shall otherwise have by law, CITY also shall h ave the right to terminate this Agreement for any reason upon ten (10) days' written notice to CONTRACTOR. In the event of such termination, CONTRACTOR shall be compensated in proportion to the percentage of services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONTRACTOR shall present CITY with any work product completed at that point in time.
C. If C
ITY
fails to pay CONTRACTOR, CON TRACTOR at its option may terminate this Agreement if the failure is not remedied by CITY within (30) days after written notification of failure to pay. CONTRACTOR also shall have the right to terminate this Agreement for any reason upon ten (10) days' written notice to CITY.
16. Subcontracting
None of
the services covered by this Agreement shall be subcontracted without the prior written consent of CITY. This Agreement shall not be assigned by CONTRACTOR without CITY’s prior written consent which may be given in CITY’s sole discretion. Such consent may be issued with notice to proceed if specific subcontractors are listed in the applicable Scope of Work. If any of the services covered by this Agreement are subcontracted, with prior written consent of CITY, CONTRACTOR shall bind any subcontractor(s) to all convenants of this Agreement.
17. C ompliance with Laws
(a) CO
NTRACTOR shall not discriminate against, or engage in the harassment of, any CITY employee or volunteer or any employee of CONTRACTOR or applicant for employment because of an individual’s race, religion, color, sex, gender, gender identity, gender expression, sexual orientation (including heterosexuality, Attachment 1
CITY OF SUNNYVALE | Homelessness Services Agreement, page 5 homosexuality and bisexuality), ethnic or national origin, ancestry, citizenship status, uniformed service member or veteran status, marital status, family relationship, pregnancy, age, medical condition (including cancer or HIV/AIDS - related medical condition), genetic characteristics, and physical or mental disability (whether perceived or actual). This prohibition shall apply to all of CONTRACTOR’s employment practices and to all of CONTRACTOR’s activities as a provider of services to CITY.
(b) CONTRACTOR shall comply with all federal, state and city laws, statutes, ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Agreement (including, without limitation, anti-discrimination, anti -retaliation, and anti-harassment, freedom of association, environmental protection, hazardous substances management, pollution prevention and resource sustainability, was te management, recycling, and anti-corruption). CONTRACTOR will defend and hold CITY and the CITY Parties harmless from any expense or damage resulting from its violation or alleged violation of any such law or regulation in the performance of this Agreement.
18. Changes
CITY or
CONTRACTOR may, from time to time, request changes in the terms and conditions of this Agreement. Such changes, which are mutually agreed upon by CITY and CONTRACTOR, shall be incorporated in amendments to this Agreement.
19. Oth er Agr eements
This A
greement shall not prevent either Party from entering into similar agreements with others.
20. S everability Clause
In c
ase any one or more of the provisions contained herein shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions which shall remain in full force and effect.
21. E ntire Agreement; Amendment
This w
riting constitutes the entire agreement between the parties relating to the services to be performed or materials to be furnished hereunder. No modification of this Agreement shall be effective unless and until such modification is evidenced by writing signed by all parties.
22. G
overning Law, Jurisdiction and Venue
This A
greement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. Proper venue for legal actions will be exclusively vested in a state court in the County of Santa Clara. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Santa Clara, and waive all venue objections.
23. Miscellaneous
Attachment 1
CITY OF SUNNYVALE | Homelessness Services Agreement, page 6 Time shall be of the essence in this Agreement. Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision.
24. Confidentiality
CON
TRACTOR shall keep, and shall cause the CONTRACTOR Parties to keep, confidential any information acquired from or through association with CITY or the CITY Parties, and from inspection of CITY’s property, or otherwise learned through its dealings with CITY relating to the matters covered by this Agreement ("Confidential Information”). All Confidential Information remains the property of CITY, and this Agreement does not grant any license or other right in any such Confidential Information. CONTRACTOR shall not disclose any Confidential Information to any third party or otherwise, and shall take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. CONTRACTOR shall limit its internal distribution of Confidential Information to its employees and agents who have a need to know, and shall take steps to ensure that dissemination is so limited. CONTRACTOR shall not use any Confidential Information for CONTRACTOR’s own benefit or for the benefit of anyone other than CITY. Upon the expiration or termination of this Agreement, or earlier upon CITY's request, CONTRACTOR shall deliver all items containing Confidential Information to CITY. CONTRACTOR’s obligations under this Section 24 shall not affect CONTRA CTOR’s obligations pursuant to the Confidentiality Agreement and any such agreement shall continue in full force and effect.
25. No
n -Dis paragement
CON
TRACTOR agrees not to engage at any time in any form of conduct or make any statements or representations, or direct any other person or entity, including, without limitation any CONTRACTOR Party, to engage in any conduct or make any statements or representations, that disparage, criticize, or otherwise impair the reputation of CITY , any CITY Parties or any of CITY’s contractors. Nothing contained in this Section 21 shall preclude CONTRACTOR from providing truthful testimony or statements pursuant to subpoena or other legal process or in response to inquiries from any government agency or entity.
26. C ode of Conduct
At all times during the term of this Agreement, CONTRACTOR will comply with the CITY Supplier Code of Conduct ("Code of Conduct"), as amended by CITY from time-to-time, available from CITY’s public website at https://sunnyvale.ca.gov.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Attachment 1
CITY OF SUNNYVALE | Homelessness Services Agreement, page 7 IN WITNESS WHEREOF, the parties have executed this Agreement.
HOMEFIRST SERVICES (“CONTRACTOR”): CITY OF SUNNYVALE ("CITY") By: By:
Name: Name:
Its: Its:
APPROVED AS TO FORM:
City Attorney
Attachment 1
CITY OF SUNNYVALE | Homelessness Services Agreement, page 8 Exhibit A
Scope of Work
PROJECT. CONTRACT OR will provider homelessness support services for individuals and households associated with this Agreement in the form of (a) Outreach Services and (b) Shelter Placements.
A. OUTREACH SERVICES
CONTRACTOR shall establish a dedicated outreach team of one (1) Outreach Specialist and one (1) Case Manager and the appropriate oversight personnel resources tasked with supporting unsheltered individuals within the City of Sunnyvale. Outreach activity may include:
1. Outreach on the streets and encampments, including those subject to abatement, and other outdoor locations throughout the City of Sunnyvale as identified or suggested by CITY staff.
2. To build rapport and trust with unsheltered homeless residents with the goal of moving them into interim or permanent housing opportunities.
3. To provide street‐based case management to the unhoused population;
4. To provide an avenue for homeless or at -risk individuals and families to receive resources and services specific to their need;
5. To provide information and/or referrals for service;
6. To support individuals accepting shelter, transition from the street to shelter;
7. To coordinate with other agencies that are proactively engaging with City of Sunnyvale’s homeless population;
8. Offer Housing Problem Solving strategies to unsheltered individuals within the City of Sunnyale.
Addit
ionally, Outreach staff will support pre/post encampment site clean-ups as carried out by the CITY. Support will be provided in the form of information and referrals for additional services, offering supplies, assistance in enrolling individuals in shelter program options, , and coordinating with CITY staff.
B. SHEL TER PLAC EMENT
CONTRACTOR shall allocate and prioritize shelter placements for up to five (5) individuals at the agency’s Boccardo Reception Center (BRC).
Willing participants will be provided a guaranteed bed at the BRC shelter with access to all services and amenities offered at the BRC, free of charge, for up to 60 days at a time, with the opportunity to extend their stay in 60-day intervals for up to six (6) months, during the term of this Agreement.
Attachment 1
CITY OF SUNNYVALE | Homelessness Services Agreement, page 9
REPORTING
CONTRACTOR shall provide biweekly written reports which shall include the stage of progress of the services, the status of the staffing, progress and earned values, any problems or information needed in relation to the services. In addition, CITY may request additional reports from time to time based on operational questions or service delivery, but not limited to these two areas. If CITY specifies a format for the reports, reports shall be provided in such format. If, at any time, CONTRACTOR becomes aware of any occurrence likely to materially and adversely affect its ability to perform its obligations under the Agreement, CONTRACTOR shall promptly notify CITY in writing. In addition, regular meetings between CONTRACTOR and CITY will be scheduled monthly to provide status updates on program progress, and provide an opportunity to discuss any identified issues with either the program services offered or locations for outreach, in addition to any other items that may be identified through the services provided to CITY.
Attachment 1
CITY OF SUNNYVALE | Homelessness Services Agreement, page 10
Exhibit B
HOMEFIRST SERVICES AND PRICING
Sunnyvale Outreach and Shelter Budget
FY 23 Jun-22 Comment
Expenses
Operating Expenses
Labor Costs
Salaries 145,780 11,214 See personnel plan tab Program Support salaries 4,373 336 Allocated salary for facilities, qc, training, etc Payroll Taxes 15,020 1,160 10% of salary Employee Benefits 22,520 1,730 15% of salary Total Labor Costs 187,693 14,440
Non-Labor Expenses
Building and Storage Rent -
Building Repair & Maintenance
Utilities
Cleaning & Janitorial
Transportatin 7,475 623
Fuel 3,900 325 at $300 per month per car IT Equipment 2,600 217
Telecommunications 2,223 185 cell phones @ 75 per month Insurance -
Supplies 2,708 226 Office and outreach supplies Financial Assistance -
Travel -
Conferences, Conventions & Meetings -
Staff Development & Recruitment -
Program Mgmt Shelter Allocation -
Occupancy Allocation 16,416 1,368 $7200 per employee Total Non-Labor Expenses 35,322 2,944
Total Operating Expenses 223,015 17,384
Administrative Allocation-Percentage 13.49% 13.49% HUD rate Total Administrative Allocation-Formula 30,085 2,345 Total Administrative Allocation 30,085 2,345
Boccardo Reception Center Shelter Beds 109,500 - 5 dedicated beds at $60 per bed per night Total Expenses-CASH 362,600 19,729
Attachment 1
- -
T
t t t t I l
CITY OF SUNNYVALE | Homelessness Services Agreement, page 11
Exhibit C
INSURANCE REQUIREMENTS
CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the CONTRACTOR, their agents, representatives, or employees.
Minimum Scope and Limits of Insurance. CON TRACTOR shall maintain limits not less than:
1. Commercial General Liability: coverage written on an occurrence basis with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury and property damage. ISO Occurrence Form CG 0001 or equivalent is required.
2. Automobile Liability: coverage with a combined single limit of not less than $1,000,000 per occurrence applying to all owned, non -owned, or hired vehicles used in conjunction with this contract for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
3. Workers’ Compensation: Statutory Limits and Employer's Liability: $1,000,000 per accident for bodily injury or disease. This policy must be endorsed with a waiver of subrogation in favor of the City of Sunnyvale.
Deductibles and Self-Insur
ed Retentions:
Any deductibles or self -insured retentions must be declared and approved by the City of Sunnyvale, Risk Manager. The CONTRACTOR shall guarantee payment of any losses and related investigations, claim administration and defense expenses within the deductible or self- insured retention.
Other Insurance Provisions:
1. During the term of the contract, the City of Sunnyvale, its officials, employees, agents and volunteers are to be covered as an additional insured in the CONTRACTOR’S commercial general liability policy with respect to liability arising out of activities performed by or on behalf of the CONTRACTOR; products and completed operations of the CONTRACTOR; premises owned, occupied or used by the CONTRACTOR; or automobiles owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall contain no special limitations on the scope of protection afforded to the City of Sunnyvale, its officers, employees, agents or volunteers.
2. For any claims related to this P roject, the CONTRACTOR’S insurance shall be primary. Any insurance or self-insurance maintained by the City of Sunnyvale, its officers, officials, employees, agents and volunteers shall be excess of the CONTRACTOR’S insurance and shall not contribute with it.
3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Sunnyvale, its officers, officials, employees, agents or volunteers.
4. The 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.
5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled 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 of Sunnyvale.
Attachment 1
CITY OF SUNNYVALE | Homelessness Services Agreement, page 12
6. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the CONTRACTOR’S policy limits of coverage.
Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.
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 City of Sunnyvale’s Risk Manager.
Verification of Coverage:
CONTRACTOR shall furnish the City of Sunnyvale with original a Certificate of Insurance effecting the coverage required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates are to be received and approved by the City of Sunnyvale, Risk Manager prior to commencement of work.
The aforementioned insurance requirements can be met through any combination of primary and excess/umbrella policies that fulfill the stipulated coverage as cited above.
Attachment 1