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, a 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. Services by CONTRACTOR
For this 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 Term
The term 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. Payment of Fees and Expenses
CITY agrees 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 detailed backup, shall be sent to City of Sunnyvale, attention Accounts Payable, P.O. Box 3707, Sunnyvale, CA 94088-3707. Payment shall be made within thirty (30) days upon receipt of an accurate, itemized invoice by CITY’s Accounts Payable Unit. In addition, a copy of all invoices should be emailed to Teri Silva, Assistant City Manager, at [email protected].
DocuSign Envelope ID: 49AF15E1-F184-481F-9FD1-1C6B6541053F 06/14/2022
Attachment 3
CITY OF SUNNYVALE | Homelessness Services Agreement, page 2
4. Independent Contractor
CONTRACTOR 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. CONTRACTOR is responsible for obtaining statutory Workers' Compensation coverage for its employees.
5. Standard of Workmanship
CONTRACTOR 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 set 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. Responsibility of CONTRACTOR
CONTRACTOR 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 C ITY caused by CONTRACTOR’s negligent performance of any of the services furnished under this Agreement.
7. Right of CITY to Inspect 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. No 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. Ownership 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, DocuSign Envelope ID: 49AF15E1-F184-481F-9FD1-1C6B6541053F Attachment 3
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quantities, estimates, specifications, proposals, tests, maps, calcul ations, 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. CONTRACTOR 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 indirectl y 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. This obligation 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, inc lude 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
CONTRACTOR 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 employmen t or an obligation which is inconsistent or incompatible with CONTRACTOR’s obligations under this Agreement.
13. Governing Law, Jurisdiction and Venue
This Agreement 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.
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14. Records, Reports and Documentation
CONTRACTOR 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. Termination of Agreement
A. If CONTRACTOR 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 perc entage 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. Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY also shall have the right to terminate this Agreement for any reason upon ten (10) days' written notice to CONTRACTOR. In the event o f 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 t o terminate. CONTRACTOR shall present CITY with any work product completed at that point in time.
C. If CITY fails to pay CONTRACTOR, CONTRACTOR 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. Compliance with Laws
(a) CONTRACTOR 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, DocuSign Envelope ID: 49AF15E1-F184-481F-9FD1-1C6B6541053F Attachment 3
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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 fede ral, 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, waste 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. Other Agreements
This Agreement shall not prevent either Party from entering into similar agreements with others.
20. Severability Clause
In case 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. Entire Agreement; Amendment
This writing 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. Governing Law, Jurisdiction and Venue
This Agreement shall be governed by and construed in accordance w ith 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
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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
CONTRACTOR 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 s hall 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 benefi t 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. CONTR ACTOR’s obligations under this Section 2 4 shall not af fect CONTR ACTOR’s obligations pursuant to the Confidentiality Agreement and any such agreement shall continue in full force and effect.
25. Non-Disparagement
CONTRACTOR agrees not to engage at any time in any form of conduct or make any statements or repres entations, 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. Code 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement.
ATTEST: CITY OF SUNNYVALE ("CITY")
By___________________________ By
City Clerk City Manager
APPROVED AS TO FORM: HOMEFIRST ("CONTRACTOR")
___________________________ By
City Attorney
Name/Title
DocuSign Envelope ID: 49AF15E1-F184-481F-9FD1-1C6B6541053F René D. Ramirez, Chief Operating Officer
Attachment 3
CITY OF SUNNYVALE | Homelessness Services Agreement, page 8
Exhibit A
Scope of Work
PROJECT. CONTRACTOR 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.
Additionally, 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. SHELTER PLACEMENT
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.
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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.
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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
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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. CONTRACTOR 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-Insured Retentions:
Any de ductibles 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 s elf- 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 Project, the CONTRACTOR’S insurance shall be pr imary. 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 o r 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.
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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 t han 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.
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FIRST AMENDMENT TO SERVICES AGREEMENT BETWEEN THE CITY OF
SUNNYVALE AND HOMEFIRST SERVICES OF SANTA CLARA COUNTY
This First Amendment to Services Agreement, dated ______________, is by and between the CITY OF SUNNYVALE ("CITY"), a California public agency, and HOMEFIRST SERVICES OF SANTA CLARA COUNTY, a non- profit 501(c)(3) organization ("CONTRACTOR") (collectively, “the Parties”).
WHEREAS, the CITY and CONTRACTOR entered into an Agreement on June 14, 2022 , whereby CONTRACTOR would provide services necessary to facilitate an outreach and shelter program to temporarily relocate residents currently residing on CITY -owned property (“Project”) services (“Agreement”); and
WHEREAS, the CITY and CONTRACTOR now agree that an Amendment to said Agreement is advisable;
NOW, THEREFORE, THE CITY AND AGENCY ENTER INTO THIS FIRST AMENDMENT TO SERVICES AGREEMENT:
1. S
ection 2 entitled “Agreement Term” is hereby amended to read as follows:
2. A
greement Term
The term of this Agreement shall be from June 1, 2022 through September 30, 2023 unless terminated earlier pursuant to this agreement.
2. Exhibit B to the Agreement, entitled “HOMEFIRST SERVICES AND PRICING,” is hereby replaced with Exhibit “B-1”, attached hereto and incorporated herein.
3. S ection 3 entitled “Payment of Fees and Expenses” is hereby amended, in part, to read as follows:
3. P
ayment of Fees and Expenses
[ Replace the first paragraph of this section with the following:]
CITY agrees to pay CONTRACTOR the amount of four hundred seventy -five thousand five hundred twelve dollars ($475,512) as set forth in Exhibit “B-1”. Total compensation shall not exceed four hundred seventy -five thousand five hundred twelve dollars ($475,512) 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 no t more frequently than monthly to be paid in accordance with the budget set forth in Exhibit “B-1” attached and incorporated by reference.
4. S ect ion 10 entitled “Indemnity” is hereby amended to read as follows:
10. Indemnity
DocuSign Envelope ID: 20318F1B-0D1A-4053-AFD1-4079B2E37C9B 07/17/2023
Attachment 3
To the fullest extent permitted by law, CONTRACTOR shall hold harmless, defend at its own expense, and indemnify the CITY and its officers, officials, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from all acts or omissions of CONTRACTOR or its officers, agents, or employees in rendering services under this Agreement; excluding, however, such liability, claims, losses, damages, or expenses arising from the CITY’S sole negligence or willful acts. The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this agreement. CONTRACTOR’S responsibility for such defense and indemnity obligations shall survive the termination or completion of this agreement.
5. S
ection 11 entitled “Insurance Requirements” is hereby amended to read as follows:
11 . Insurance Requirements
The CITY requires that CONTRACTOR maintain insurance requirements on the Pacific Insurance Network System (PINS). CONTRACTOR shall procure and maintain, at its own expense during the life of this Agreement, policies of insurance as specified in Exhibit “C” attached and incorporated herein by reference and shall provide all certificates and endorsements as specified in Exhibit “C” through PINS for approval by the CITY’s Risk Manager prior to CONTRACTOR (or subcontractor) commencing any work under this agreement.
6. All other terms and conditions remain unchanged and are in effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement Amendment.
CITY OF SUNNYVALE ("CITY") HOMEFIRST SERVICES OF SANTA CLARA COUNTY
(“CONTRACTOR”)
By _____________________________ By _____________________________ City Manager
________________________________
Name and Title
ATTEST:
By _____________________________
By ___________________________
City Clerk ________________________________
Name and Title
APPROVED AS TO FORM:
By ___________________________
City Attorney
DocuSign Envelope ID: 20318F1B-0D1A-4053-AFD1-4079B2E37C9B Kelly Vazquez
Chief Program Officer
Attachment 3
Exhibit B-1
HOMEFIRST SERVICES AND PRICING
DocuSign Envelope ID: 20318F1B-0D1A-4053-AFD1-4079B2E37C9B Attachment 3
Prepared and distributed by the Office of the City Attorney, June 11, 2015
SIGNATURE REQUIREMENTS
When signing documents, it is important that they be properly executed to guarantee their validity and recordation. The following procedures must be followed for all documents p r o c e s s e d b y t h e C i t y o f S u n n y v a l e s u c h a s : S u b d i v i s i o n M a p s , G r a n t s o f E a s e m e n t s , G r a n t Deeds, Agreements, Bonds, etc.
I. FOR ALL SIGNATURES. The name and title of the signer should be typed or printed beneath the signature. The name must be signed exactly as it is typed or printed.
II. SIGNATURES FOR INDIVIDUALS. The name must be signed exactly as it is printed or typed. The signer's title or interest in the property (e.g. “owner”) must be stated.
III. SIGNATURES FOR PARTNERSHIPS. The signing party must be either a general partner or be authorized in writing to have the authority to sign for and bind the partnership.
IV. SIGNATURES FOR CORPORATIONS. Authorization to sign contracts and other d oc u m en ts on b eh al f of th e c or p or a ti on m us t b e d em on s tr a te d b y on e of th e f ol l owi n g methods. For maps and documents to be recorded, and for sureties signing bonds, the signatures must be notarized as provided in Method 3 and paragraph VI., below.
Method 1 (Two Specified Officers). Authorization may be shown by two officers, one from each of the following groups, signing the instrument. (ref. Corp. Code §312; 5214.) Group A Group B
(i) Chairman of the Board
(ii) President
(iii) Any Vice-President
(i) Secretary
(ii) Any Assistant Secretary
(iii) Chief Financial Officer
(iv) Any Assistant Treasurer
Me t h o d 2 (Certified Board Authorization). Authorization may be shown by providing the City a copy of the corporation’s bylaws, board of directors meeting minutes, or any resolution of corporation’s board authorizing the person signing the instrument to execute i ns trum en ts of th e ty pe i n ques ti on , an d certi fi ed by the Secretary or A s s t. Secre tary of the corporation to be a true copy. (ref. Corp. Code §314; 5215.) Method 3 (Notarized Officer Signature). Authorization may be shown by the signature of either the corporation’s president, vice president, secretary, or assistant secretary accompanied by a notary acknowledgment in the form prescribed by Civil Code §1189. (ref. Civil Code §1190)
V. SIGNATURES FOR LIMITED LIABILITY COMPANIES (LLC’s). Authorization must be demonstrated by providing the portion of the operating agreement authorizing the person signing the instrument to execute instruments of the type in question, and if the LLC does not have an operating agreement, then by providing the articles of incorporation for review by the OCA. (ref. Corp Code §§17151, 17154, 17157.) VI. MAPS AND DOCUMENTS TO BE RECORDED . F o r m a p s a n d d o c u m e n t s t o b e recorded, including all transactions affecting title to real property, all signatures must be properly notarized and accompanied by a certificate of acknowledgement in the form prescribed by Civil Code section 1189. (ref. Gov’t Code §§ 27287, 66436, 66439, 66447) The names and titles of the people signing the documents must be listed on the notary flag.
VII. CHANGES. Should any changes be made to the document once signed, the changes must be initialed by all parties signing the document. Obliteration of any type will not be acceptable.
DocuSign Envelope ID: C93A0D84-2753-45B7-BBE9-D57064B6D90A DocuSign Envelope ID: 20318F1B-0D1A-4053-AFD1-4079B2E37C9B Attachment 3
SECOND AMENDMENT TO SERVICES AGREEMENT BETWEEN
THE CITY OF SUNNYVALE AND HOMEFIRST SERVICES OF SANTA CLARA COUNTY
This Second Amendment to the Services Agreement, dated 10/1/2023, is by and between the CITY OF SUNNYVALE ("CITY"), a California chartered municipal corporation for the state of California, and HOMEFIRST SERVICES OF SANTA CLARA COUNTY, a non -profit 501(c)(3) organization (“CONTRACTOR”) (collectively, “the Parties”).
WHEREAS, the CITY and CONTRACTOR entered into an Agreement on June 14, 2022, whereby CONTRACTOR would provide services necessary to facilitate an outreach and shelter program to temporarily relocate residents currently residing on CITY -owned property (“Project”) services (“Agreement”); and
WHEREAS, the CITY and CONTRACTOR entered into the First Amendment to Services Agreement on July 17, 2023; and
WHEREAS, the CITY and CONTRACTOR now agree that a Second Amendment to said Agreement is advisable;
NOW, THEREFORE, THE CITY AND AGENCY ENTER INTO THI S SECOND AMENDMENT TO SERVICES AGREEMENT:
1. Section 2 entitled “Agreement Term” is hereby amended, to read as follows:
2. Agreement Term
The term of this Agreement shall be from June 1, 2022 to March 31, 2024, unless terminated earlier pursuant to this Agreement.
2. Exhibit B-1 to the Agreement entitled “HOMEFIRST SERVICES AND PRICING” is hereby replaced with Exhibit “B-2”, attached hereto and incorporated herein.
3. Section 3 entitled “Payment of Fees and Expenses” is hereby amended, in part, to read as follows:
3. Payment of Fees and Expenses
[ Replace the first paragraph of this section with the following:]
CITY agrees to pay CONTRACTOR the amount of six hundred seventy seven thousand nine hundred forty two dollars ($677,942) as set forth in Exhibit ”B -2”. Total compensation shall not exceed six hundred seventy seven thousand nine hundred forty two dollars ($677,942) unless upon written modification to this Agreement signed by both parties. CONTRACTOR shall submit payment invoices to CITY not more frequently than monthly to be paid in accorda nce with the budget set forth in Exhibit “B -2” attached and incorporated by reference.
DocuSign Envelope ID: 4278CF64-2A9C-4F56-9F84-078D0B5B31BB Attachment 3
4. All other terms and conditions remain unchanged and are in effect.
IN WITNESS WHEREOF, the parties have executed this Agreement Amendment.
CITY OF SUNNYVALE ("CITY") HOMEFIRST SERVICES OF SANTA CLARA COUNTY (“CONTRACTOR”)
By _____________________________ By _____________________________ City Manager
________________________________
Name and Title
ATTEST:
By _____________________________
By ___________________________
City Clerk ________________________________
Name and Title
APPROVED AS TO FORM:
By ___________________________
City Attorney
DocuSign Envelope ID: 4278CF64-2A9C-4F56-9F84-078D0B5B31BB Chief Program OfficerKelly Vazquez
Attachment 3
Exhibit B-2
HOMEFIRST SERVICES AND PRICING
GRANTEE HomeFirst
NAME OF PROGRAM Sunnyvale Outreach
YEAR OF FUNDING 6 months 10/1/2023 to 3/31/2024
WEBGRANTS #
PROJECT ID #
VENDOR #
AWARD OF CONTRACT (AC) #
Budget Line Item Description Total
Personnel Costs
Personnel 75,370$
Shared Cost Allocations 5,650$
Taxes 8,100$
Employee Benefits 12,150$
Total Personnel Costs 101,270$
Operating Costs
Equpment Rental and Maintenance (auto) 7,800$
Telecom 680$
Taxes and Licenses 750$
Supplies 3,000$
Staff development, training and conferences 500$
Occupancy 10,260$
Non labor shared cost allocations 380$
Finanacial Assistance 4,000$
BRC bed costs 50,960$
Total Non Personnel Operating Costs 78,330$
SUB TOTAL 179,600$
Admin OH Costs 22,830$
Total Admin Costs 22,830$
GRAND TOTAL 202,430$
PROGRAM BUDGET SUMMARY
DocuSign Envelope ID: 4278CF64-2A9C-4F56-9F84-078D0B5B31BB Attachment 3