HomeMy WebLinkAbout17 C40920 Addlt Info and Replacement of AgreementCITY OF PALM DESERT
CITY MANAGER'S OFFICE
INTEROFFICE MEMORANDUM
To: Honorable Mayor and City Council
From: Christopher Gerry, Management Analyst
Date: December 10, 2020
Subject: Agenda Item 17 — Request for approval of an agreement with the
Riverside University Health System for local homelessness services
from January 1, 2021, through June 30, 2022, in the amount of $254,940
(Contract No. C40920).
In order to continue this partnership with the Riverside University Health System, City staff
had recommended approval of an agreement not -to -exceed approximately $255,000 for the
next 18 months.
However, earlier this week it was identified that the contract amount was slightly above the
authority of the Director of Behavioral Health. Therefore, City staff recommends the revised
agreement (Attachment A) to serve as a bridge for six months while the County obtains
additional contract authority.
Following the County's actions, City staff will place an additional agreement on the City
Council's agenda with the same terms and conditions for the remaining agreement.
Attachments
A. Professional Services Agreement (Revised)
CITY OF PALM DESERT
PROFESSIONAL SERVICES AGREEMENT
PARTIES AND DATE.
This Agreement is made and entered into this 10th day of December, 2020, by and
between the City of Palm Desert, a municipal corporation organized under the laws of the State
of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert,
California 92260-2578, County of Riverside, State of California ("City") and the County of
Riverside, Riverside University Health System -Behavioral Health, with its principal place of
business at 4080 Lemon Street, 5th Floor, Riverside, California 92501-3609, County of Riverside,
State of California ("County"). City and County are sometimes individually referred to herein as
"Party" and collectively as "Parties."
2. RECITALS.
2.1 County.
County desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this Agreement.
County represents that it is experienced in providing professional homeless outreach services.
2.2 Homeless Outreach Program.
City desires to engage County to render such professional services for homeless outreach
('Program") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services, Term, and Extension.
3.1.1 General Scope of Services. County promises and agrees to furnish to the
City all labor, materials, tools, equipment, services, and incidental and customary work necessary
to fully and adequately supply homeless outreach services necessary for the Program
("Services"). The Services are more particularly described in Exhibit A attached hereto and
incorporated herein by reference. All Services shall be subject to, and performed in accordance
with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from January 1, 2021, to June
31, 2021, unless earlier terminated as provided herein. County shall complete the Services within
the term of this Agreement, and shall meet any other established schedules and deadlines.
3.1.3 [Reserved]
3.2 Responsibilities of County.
3.2.1 Indeoendent Contractor: Control and Pavment of Subordinates. The
Services shall be performed by County or under its supervision. County will determine the means,
methods and details of performing the Services subject to the requirements of this Agreement.
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City retains County on an independent contractor basis and not as an employee. County retains
the right to perform similar or different services for others during the term of this Agreement. Any
additional personnel performing the Services under this Agreement on behalf of County shall also
not be employees of City and shall at all times be under County's exclusive direction and control.
Neither City, nor any of its officials, officers, directors, employees or agents shall have control
over the conduct of County or any of County's officers, employees, or agents, except as set forth
in this Agreement. County shall pay all wages, salaries, and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required by law.
County shall be responsible for all reports and obligations respecting such additional personnel,
including, but not limited to: social security taxes, income tax withholding, unemployment
insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. County shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit B attached hereto and incorporated herein by reference. County represents that it has the
professional and technical personnel required to perform the Services in conformance with such
conditions. In order to facilitate County's conformance with the Schedule, City shall respond to
County's submittals in a timely manner. Upon request of City, County shall provide a more detailed
schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Aoolicable Reauirements. All work prepared by County
shall be subject to the approval of City.
3.2.4 Substitution of Kev Personnel. County has represented to City that certain
key personnel will perform and coordinate the Services under this Agreement. Should one or
more of such personnel become unavailable, County may substitute other personnel of at least
equal competence upon written approval of City. In the event that City and County cannot agree
as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause.
As discussed below, any personnel who fail or refuse to perform the Services in a manner
acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Program or a threat to the safety of persons or
property, shall be promptly removed from the Program by the County at the request of the City.
The key personnel for performance of this Agreement are as follows: Marcus Cannon, Behavioral
Health Services Supervisor.
3.2.5 Citv's Representative. The City hereby designates Christopher Gerry,
Management Analyst, or his/her designee, to act as its representative in all matters pertaining to
the administration and performance of this Agreement ("City's Representative"). City's
Representative shall have the power to act on behalf of the City for review and approval of all
products submitted by County but not the authority to enlarge the scope of work or change the
total compensation due to County under this Agreement. The City Manager shall be authorized
to act on City's behalf and to execute all necessary documents which enlarge the scope of work
or change the County's total compensation subject to the provisions contained in Section 3.3 of
this Agreement. County shall not accept direction or orders from any person other than the City
Manager, City's Representative or his/her designee.
3.2.6 Countv's Representative. County hereby designates Marcus Cannon,
Behavioral Health Services Administrator, or his/her designee, to act as its representative for the
performance of this Agreement ("County's Representative"). County's Representative shall have
full authority to represent and act on behalf of the County for all purposes under this Agreement.
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The County's Representative shall supervise and direct the Services, using his/her best skill and
attention, and shall be responsible for all means, methods, techniques, sequences, and
procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
3.2.7 Coordination of Services. County agrees to work closely with City staff in
the performance of Services and shall be available to City's staff, consultants and other staff at
all reasonable times.
3.2.8 Standard of Care: Performance of Emolovees. County shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. County represents and maintains that it is skilled in the professional calling necessary
to perform the Services. County warrants that all employees and subconsultants shall have
sufficient skill and experience to perform the Services assigned to them. Finally, County
represents that it, its employees and subconsultants have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, and that such
licenses and approvals shall be maintained throughout the term of this Agreement. As provided
for in the indemnification provisions of this Agreement, County shall perform, at its own cost and
expense and without reimbursement from the City, any services necessary to correct errors or
omissions which are caused by the County's failure to comply with the standard of care provided
for herein. Any employee of the County or its sub -consultants who is determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Program, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services
in a manner acceptable to the City, shall be promptly removed from the Program by the County
and shall not be re-employed to perform any of the Services or to work on the Program.
3.2.9 Period of Performance. County shall perform and complete all Services
under this Agreement within the term set forth in Section 3.1.2 above (Term). County shall also
perform the Services in strict accordance with any completion schedule or Program milestones
described in Exhibits A or B attached hereto, or which may be separately agreed upon in writing
by the City and County (Performance Milestones).
3.2.10 Laws and Reaulations: Emolovee/Labor Certification. County shall keep
itself fully informed of and in compliance with all local, state and federal laws, rules and regulations
in any manner affecting the performance of the Program or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. County shall be liable for all violations of
such laws and regulations in connection with Services. If County performs any work knowing it to
be contrary to such laws, rules and regulations, County shall be solely responsible for all costs
arising therefrom. County shall defend, indemnify and hold City, its officials, directors, officers,
employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions
of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply
with such laws, rules or regulations.
3.2.10.1 Emolovment Eligibility: Countv. By executing this Agreement,
County verifies that it fully complies with all requirements and restrictions of state and federal law
respecting the employment of undocumented aliens, including, but not limited to, the Immigration
Reform and Control Act of 1986, as may be amended from time to time. Such requirements and
restrictions include, but are not limited to, examination and retention of documentation confirming
the identity and immigration status of each employee of the County. County also verifies that it
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has not committed a violation of any such law within the five (5) years immediately preceding the
date of execution of this Agreement, and shall not violate any such law at any time during the
term of the Agreement. County shall avoid any violation of any such law during the term of this
Agreement by participating in an electronic verification of work authorization program operated
by the United States Department of Homeland Security, by participating in an equivalent federal
work authorization program operated by the United States Department of Homeland Security to
verify information of newly hired employees, or by some other legally acceptable method. County
shall maintain records of each such verification, and shall make them available to the City or its
representatives for inspection and copy at any time during normal business hours. The City shall
not be responsible for any costs or expenses related to County's compliance with the
requirements provided for in Section 3.2.10 or any of its sub -sections.
3.2.10.2 Emolovment Eligibility: Subcontractors. Consultants. Sub -
subcontractors and Subconsultants. To the same extent and under the same conditions as
County, County shall require all of its subcontractors, consultants, sub -subcontractors and
subconsultants performing any work relating to the Program or this Agreement to make the same
verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Emolovment Eliaibilitv: Failure to Comolv. Each person
executing this Agreement on behalf of County verifies that they are a duly authorized officer of
County, and understands that any of the following shall be grounds for the City to terminate the
Agreement for cause: (1) failure of County or its subcontractors, consultants, sub -subcontractors
or subconsultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2;
(2) any misrepresentation or material omission concerning compliance with such requirements
(including in those verifications provided to the County under Section 3.2.10.2); or (3) failure to
immediately remove from the Program any person found not to be in compliance with such
requirements.
3.2.10.4 Eaual O000rtunity Emolovment. County represents that it is an
equal opportunity employer and it shall not discriminate against any subconsultant, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex
or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination. County shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in
effect or hereinafter enacted.
3.2.10.5 Safety. County shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the County shall at all
times be in compliance with all applicable local, state and federal laws, rules and regulations, and
shall exercise all necessary precautions for the safety of employees appropriate to the nature of
the work and the conditions under which the work is to be performed. Safety precautions, where
applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving
equipment and procedures; (B) instructions in accident prevention for all employees and
subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
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3.2.11 Insurance.
3.2.11.1 Minimum Reauirements. Without limiting County's
indemnification of City, and prior to commencement of work, County shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form that is satisfactory to City.
(A) General Liabilitv Insurance. County shall maintain
commercial general liability insurance with coverage at least as broad as Insurance Services
Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must include
contractual liability that has not been amended. Any endorsement restricting standard ISO
"insured contract" language will not be accepted.
(B) Automobile Liability Insurance. County shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering
bodily injury and property damage for all activities of the County arising out of or in connection
with work to be performed under this Agreement, including coverage for any owned, hired, non -
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident. The City's Risk Manger may modify this requirement if it is determined that County will
not be utilizing a vehicle in the performance of his/her duties under this agreement.
(C) Workers' Compensation Insurance. County shall maintain
Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with
limits of at least $1,000,000). County shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers, agents,
employees and volunteers.
(D) Umbrella or Excess Liabilitv Insurance. County may opt to
utilize umbrella or excess liability insurance in meeting insurance requirements. In such
circumstances, County shall obtain and maintain an umbrella or excess liability insurance policy
with limits that will provide bodily injury, personal injury and property damage liability coverage at
least as broad as the primary coverages set forth above, including commercial general liability
and employer's liability. Such policy or policies shall include the following terms and conditions:
(1) A drop down feature requiring the policy to respond if
any primary insurance that would otherwise have
applied proves to be uncollectible in whole or in part for
any reason;
(2) Pay on behalf of wording as opposed to reimbursement;
(3) Concurrency of effective dates with primary policies; and
(4) Policies shall "follow form" to the underlying primary
policies.
(5) Insureds under primary policies shall also be insureds
under the umbrella or excess policies.
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if coverage is maintained on a claims -made basis, County shall maintain such coverage
for an additional period of three (3) years following termination of the Contract.
3.2.11.2 Other Provisions or Requirements.
(A) Proof of Insurance. County shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and endorsements
must be approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this contract.
City reserves the right to require complete, certified copies of all required insurance policies, at
any time.
(B) Duration of Coveraoe. County 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 hereunder by
County, his/her agents, representatives, employees or subconsultants.
(C) Prim arv/N on-Contributinq. Coverage provided by County
shall be primary and any insurance or self-insurance procured or maintained by City shall not be
required to contribute with it. The limits of insurance required herein may be 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 that such coverage shall also apply on a primary
and non-contributory basis for the benefit of City before the City's own insurance or self-insurance
shall be called upon to protect it as a named insured,
(D) Citv's Riohts of Enforcement. In the event any policy of
insurance required under this Agreement does not comply with these specifications, or is
canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by County, or City will
withhold amounts sufficient to pay premium from County payments. In the alternative, City may
cancel this Agreement.
(E) Acceotable Insurers. All insurance policies shall be issued
by an insurance company currently authorized by the Insurance Commissioner to transact
business of insurance or is on the List of Approved Surplus Line Insurers in the State of California,
with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or
larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
(F) Waiver of Subrogation. All insurance coverage maintained
or procured pursuant to this agreement shall be endorsed to waive subrogation against the City
of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers, or
shall specifically allow County or others providing insurance evidence in compliance with these
specifications to waive their right of recovery prior to a loss. County hereby waives its own right
of recovery against the City of Palm Desert, its elected or appointed officers, agents, officials,
employees and volunteers, and shall require similar written express waivers and insurance
clauses from each of its sub -contractors.
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(G) Enforcement of Contract Provisions (non est000eh. County
acknowledges and agrees that any actual or alleged failure on the part of the City to inform County
of non-compliance with any requirement imposes no additional obligations on the City nor does it
waive any rights hereunder.
(H) Reauirements Not Limitina; Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any insurance.
Specific reference to a given coverage feature is for purposes of clarification only as it pertains to
a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the County maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the County. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
(1) Notice of Cancellation. County agrees to oblige its insurance
agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except
for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
(J) Additional Insured Status. General liability, automobile
liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed
to provide that the City of Palm Desert and its officers, officials, employees, agents, and volunteers
shall be additional insureds with regard to liability and defense of suits or claims arising out of the
performance of the Agreement, under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(K) Prohibition of Undisclosed Coveraoe Limitations. None of
the coverages required herein will be in compliance with these requirements if they include any
limiting endorsement of any kind that has not been first submitted to City and approved of in
writing.
(L) Seoaration of Insureds. A severability of interests provision
must apply for all additional insureds ensuring that County's insurance shall apply separately to
each insured against whom claim is made or suit is brought, except with respect to the insurer's
limits of liability. The policy(ies) shall not contain any cross -liability exclusions.
(M) Pass Throuah Clause. County agrees to ensure that its sub -
consultants, sub -contractors, and any other party involved with the Program who is brought onto
or involved in the Program by County, provide the same minimum insurance coverage and
endorsements required of County. County agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. County agrees that upon request, all agreements with consultants,
sub -contractors, and others engaged in the Program will be submitted to City for review.
(N) Citv's Riaht to Revise Specifications. The City or Risk
Manager reserves the right at any time during the term of the contract to change the amounts and
types of insurance required by giving the County ninety (90) days advance written notice of such
change. If such change results in substantial additional cost to the County, the City and County
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may renegotiate County's compensation. If the City reduces the insurance requirements, the
change shall go into effect immediately and require no advanced written notice.
(0) Self -Insured Retentions. Any self -insured retentions must
be declared to and approved by City. City reserves the right to require that self -insured retentions
be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to
comply with these specifications unless approved by City.
(P) Timely Notice of Claims. County shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from County's
performance under this Agreement, and that involve or may involve coverage under any of the
required liability policies.
(Q) Additional Insurance. County shall also procure and
maintain, at its own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the Services.
3.3 Fees and Payments.
3.3.1 Compensation. County shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit C
attached hereto and incorporated herein by reference. The total compensation shall not exceed
eighty-four thousand and nine hundred and eighty dollars ($84,980.00) without prior authorization
from City Council. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Pavment of Compensation. County shall submit to City a monthly invoice
which indicates work completed and hours of Services rendered by County. The invoice shall
describe the amount of Services provided since the initial commencement date, or since the start
of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within
30 days of receiving such invoice, review the invoice and pay all non -disputed and approved
charges thereon. If the City disputes any of County's fees, the City shall give written notice to
County within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. County
shall submit its final invoice to City within thirty (30) days from the last date of provided Services
or termination in accordance with section 3.6.1 and failure by the County to submit a timely invoice
may constitute a waiver of its right to final payment.
3.3.3 Reimbursement for Expenses. County shall be reimbursed up to one
thousand dollars ($1,000.00) monthly for County vehicle leasing actual cost. County shall be
reimbursed up to eighty dollars ($80.00) monthly for County cell phone actual cost. County shall
be reimbursed up to one thousand dollars ($1,000.00) annually for outreach items including, but
not limited to, program staff attire, consumer related promotional items, outreach materials and
signage. County shall not be reimbursed for any other expenses unless authorized in writing by
City, or included in Exhibit C of this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that County perform Extra Work. As used herein, "Extra Work" means any work, which is
determined by City to be necessary for the Program. County shall not perform, nor be
compensated for, Extra Work without written authorization from the City.
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3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to
Section 3.1.2, the rate set forth in Exhibit C may be adjusted each year at the time of renewal as
set forth in Exhibit C.
3.4 [Reserved]
3.5 Accounting Records.
3.5.1 Maintenance and Insoection. County shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. County shall allow a representative of City during normal business
hours to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. County shall allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three (3) years from the date
of final payment under this Agreement.
3.6 General Provisions.
3.6.1 Termination of Aareement.
3.6.1.1 Grounds for Termination. City may, by written notice to County,
terminate the whole or any part of this Agreement at any time and without cause by giving written
notice to County of such termination, and specifying the effective date thereof, at least seven (7)
days before the effective date of such termination. Upon termination, County shall be
compensated only for those Services which have been adequately rendered to City, and County
shall be entitled to no further compensation. County may not terminate this Agreement except for
cause.
3.6.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require County to provide all finished or unfinished Documents and
Data and other information of any kind prepared by County in connection with the performance of
Services under this Agreement. County shall be required to provide such document and other
information within fifteen (15) days of the request.
3.6.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.6.2 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
County: Riverside University Health System — Behavioral Health
Program Support Unit
4095 Country Circle Drive
Riverside, CA 92503
City: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
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Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.6.3 Ownership of Materials and Confidentialitv.
3.6.3.1 Documents & Data: Licensina of Intellectual Prooertv. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by County under this Agreement ("Documents & Data"). All Documents & Data shall be
and remain the property of City, and shall not be used in whole or in substantial part by County
on other programs without the City's express written permission. Within thirty (30) days following
the completion, suspension, abandonment or termination of this Agreement, County shall provide
to City reproducible copies of all Documents & Data, in a form and amount required by City. City
reserves the right to select the method of document reproduction and to establish where the
reproduction will be accomplished. The reproduction expense shall be borne by City at the actual
cost of duplication. In the event of a dispute regarding the amount of compensation to which the
County is entitled under the termination provisions of this Agreement, County shall provide all
Documents & Data to City upon payment of the undisputed amount. County shall have no right to
retain or fail to provide to City any such documents pending resolution of the dispute. In addition,
County shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years
following completion of the Program, and shall make copies available to City upon the payment
of actual reasonable duplication costs. Before destroying the Documents & Data following this
retention period, County shall make a reasonable effort to notify City and provide City with the
opportunity to obtain the documents.
3.6.3.2 Subconsultants. County shall require all subconsultants to agree
in writing that City is granted a non-exclusive and perpetual license for any Documents & Data
the subconsultant prepares under this Agreement. County represents and warrants that County
has the legal right to license any and all Documents & Data. County makes no such representation
and warranty in regard to Documents & Data which were prepared by design professionals other
than County or its subconsultants, or those provided to County by the City.
3.6.3.3 Riaht to Use. City shall not be limited in any way in its use or
reuse of the Documents and Data or any part of them at any time for purposes of this Program or
another program, provided that any such use not within the purposes intended by this Agreement
or on a Program other than this Program without employing the services of County shall be at
City's sole risk. If City uses or reuses the Documents & Data on any program other than this
Program, it shall remove the County's seal from the Documents & Data and indemnify and hold
harmless County and its officers, directors, agents and employees from claims arising out of the
negligent use or re -use of the Documents & Data on such other program. County shall be
responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only
with respect to the condition of the Documents & Data at the time they are provided to the City
upon completion, suspension, abandonment or termination. County shall not be responsible or
liable for any revisions to the Documents & Data made by any party other than County, a party
for whom the County is legally responsible or liable, or anyone approved by the County.
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3.6.3.4 Indemnification — Proorietary Information. County shall defend,
indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free
and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged
infringement of any patent, copyright, trade secret, trade name, trademark, or any other
proprietary right of any person or entity in consequence of the use on the Program by City of the
Documents & Data, including any method, process, product, or concept specified or depicted.
3.6.3.5 Confidentialitv. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents & Data either created by or provided to County in connection
with the performance of this Agreement shall be held confidential by County. Such materials shall
not, without the prior written consent of City, be used by County for any purposes other than the
performance of the Services. Nor shall such materials be disclosed to any person or entity not
connected with the performance of the Services or,the Program. Nothing furnished to County
which is otherwise known to County or is generally known, or has become known, to the related
industry shall be deemed confidential. County shall not use City's name or insignia, photographs
of the Program, or any publicity pertaining to the Services or the Program in any magazine, trade
paper, newspaper, television or radio production or other similar medium without the prior written
consent of City.
3.6.3.6 Confidential Information. The City shall refrain from releasing
County's proprietary information ("Proprietary Information") unless the City's legal counsel
determines that the release of the Proprietary Information is required by the California Public
Records Act or other applicable state or federal law, or order of a court of competent jurisdiction,
in which case the City shall notify County of its intention to release Proprietary Information. County
shall have five (5) working days after receipt of the Release Notice to give City written notice of
County's objection to the City's release of Proprietary Information. County shall indemnify, defend
and hold harmless the City, and its officers, directors, employees, and agents from and against
all liability, loss, cost or expense (including attorney's fees) arising out of a legal action brought to
compel the release of Proprietary Information. City shall not release the Proprietary Information
after receipt of the Objection Notice unless either: (1) County fails to fully indemnify, defend (with
City's choice of legal counsel), and hold City harmless from any legal action brought to compel
such release; and/or (2) a final and non -appealable order by a court of competent jurisdiction
requires that City release such information.
3.6.4 Cooperation: Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.6.5 Reserved
3.6.6 Indemnification.
3.6.6.1 To the fullest extent permitted by law, County shall defend (with
counsel of City's choosing), indemnify and hold the City, its officials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any
acts, errors or omissions, or willful misconduct of County, its officials, officers, employees,
subconsultants or agents in connection with the performance of the County's Services, the
Program or this Agreement, including without limitation the payment of all damages, expert
witness fees and attorney's fees and other related costs and expenses. County's obligation to
indemnify shall survive expiration or termination of this Agreement and shall not be restricted to
insurance proceeds, if any, received by County, the City, its officials, officers, employees, agents,
or volunteers.
3.6.6.2 If County's obligation to defend, indemnify, and/or hold harmless
arises out of County's performance as a "design professional" (as that term is defined under Civil
Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which
is fully incorporated herein, County's indemnification obligation shall be limited to claims that arise
out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the County,
and, upon County obtaining a final adjudication by a court of competent jurisdiction, County's
liability for such claim, including the cost to defend, shall not exceed the County's proportionate
percentage of fault.
3.6.7 Entire Aareement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
3.6.8 Governina Law: Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Riverside County. In
addition to any and all contract requirements pertaining to notices of and requests for
compensation or payment for extra work, disputed work, claims and/or changed conditions,
County must comply with the claim procedures set forth in Government Code sections 900 et sea.
prior to filing any lawsuit against the City. Such Government Code claims and any subsequent
lawsuit based upon the Government Code claims shall be limited to those matters that remain
unresolved after all procedures pertaining to extra work, disputed work; claims, and/or changed
conditions have been followed by County. If no such Government Code claim is submitted, or if
any prerequisite contractual requirements are not otherwise satisfied as specified herein, County
shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.6.10 Citv's Riaht to Emplov Other Consultants. City reserves right to employ
other consultants in connection with this Program.
3.6.11 Successors and Assians. This Agreement shall be binding on the
successors and assigns of the parties.
3.6.12 Assignment or Transfer. County shall not assign, hypothecate, or transfer,
either directly or by operation of law, this Agreement or any interest herein without the prior written
consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates
or transferees shall acquire no right or interest by reason of such attempted assignment,
hypothecation or transfer.
3.6.13 Construction: References: Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
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referencing time, days or period for performance shall be deemed calendar days and not work
days. All references to County include all personnel, employees, agents, and subconsultants of
County, except as otherwise specified in this Agreement. All references to City include its elected
officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.6.14 Amendment: Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.6.16 No Third-Partv Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.6.17 Invaliditv: Severabilitv. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.6.18 Prohibited Interests. County maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for County, to solicit or secure this Agreement. Further, County warrants that it has not paid nor
has it agreed to pay any company or person, other than a bona fide employee working solely for
County, any fee, commission, percentage, brokerage fee, gift or other consideration contingent
upon or resulting from the award or making of this Agreement. For breach or violation of this
warranty, City shall have the right to rescind this Agreement without liability. For the term of this
Agreement, no member, officer or employee of City, during the term of his or her service with City,
shall have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.6.19 Authoritv to Enter Aareement. County has all requisite power and authority
to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants
that the individuals who have signed this Agreement have the legal power, right, and authority to
make this Agreement and bind each respective Party.
3.6.20 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.7 Subcontracting.
Prior ADoroval Reauired. County shall not subcontract work required by this Agreement,
except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Agreement.
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SIGNATURE PAGE TO
PROFESSIONAL SERVICES AGREEMENT BY AND
BETWEEN THE CITY OF PALM DESERT AND COUNTY OF
RIVERSIDE
CITY OF PALM DESERT
RANDY BYNDER,
INTERIM CITY MANAGER
ATTEST:
A
Grace L. Rocha, Interim City Clerk
APPROVED AS TO FORM:
M
Best Best & Krieger LLP
City Attorney
COUNTY OF RIVERSIDE
in
KEVIN JEFFRIES, CHAIRMAN
ATTEST:
IIn
Kecia Harper, Clerk of the Board
APPROVED AS TO FORM:
0
Gregory P. Priamos
Deputy County Counsel
EXHIBIT A
SCOPE OF SERVICES
1. COUNTY RESPONSIBILITIES
1.1. County staff will assign 2.0 full-time equivalent (FTE) staff: one full-time Behavioral
Health Specialist II/III and one full-time Mental Health Peer Support Specialist, or two
(2.0) Behavioral Health Specialist II/III, or two (2.0) Mental Health Peer Support
Specialist. Total staffing shall be 2.0 FTE.
1.2. County staff will work directly with City staff, including police personnel (Sheriff), to
provide behavioral health resource knowledge and experience.
1.3. County staff will provide the appropriate electronic equipment, including cell phones
that have email functionality.
1.4. County staff will work to find alternatives to divert behavioral health consumers into
mental health services and supports including emergency housing, hospitalization,
outpatient mental health services and other mental health services.
1.5. County staff will provide alternatives to incarceration and arrest through referral and
linkage to other community based mental health, substance use, and/or social
services resources.
1.6. County staff will provide alternatives to mental health involuntary treatment through
referral and linkage to other community based mental health and/or substance use
and social services resources.
1.7. County staff will provide crisis intervention service planning for homeless individuals
with mental health issues.
1.8. County staff will provide engagement and outreach services to homeless mentally ill
persons who come in contact with Sheriff.
1.9. County staff will provide assistance in dealing with calls involving homeless
disturbances or violence that involve potential mentally ill or substance use
consumers. County staff will provide assistance and support to homeless children and
families in crisis, and linkage to appropriate community services.
1.10. County staff will visit local homeless service providers and engage homeless persons.
1.11. County staff will identify and engage homeless individuals on a routine basis. Upon
request, County staff will accompany Sheriff to work with homeless people where they
congregate in order to identify and engage.persons that may be eligible for County
services and/or to facilitate referrals and linkage to community resources that may
assist general population and homeless persons.
1.12. County staff will work in the office to arrange social service supports and coordinate
services with other agencies and programs.
Exhibit A
1.13. County staff will coordinate with jail incarceration diversion teams and programs
including mental health and drug courts to intervene and help to divert persons with a
serious mental health disorder into appropriate and recommended mental health
treatment services and supports, and persons with impairing substance use disorders
into substance use treatment services and supports.
1.14. County staff may work directly with County Detention staff to coordinate mental health
and/or substance use services and assist with issues involving inmates detained
through City in post -booking, pre-trial diversion and linkage to community resources
upon release from incarceration.
1.15. County staff may work with other mental health crisis response services involving 9-1-
1 calls relating to homelessness.
1.16. County staff will work directly with City staff to identify and engage homeless persons
who appear to suffer from a serious mental health and/or substance use disorder.
1.17. County staff assigned to City shall have lead County liaison responsibilities, providing
linkage, coordination and follow-up communication with all County programs that
would be appropriate to provide services and support to the homeless individuals,
including family, as needed, for both new and existing consumers of service.
1.18. County staff shall submit regular progress reports to City staff; the frequency and
substance of said reports shall be mutually agreed in the future.
1.19. And other duties as agreed upon between both Parties.
2. CITY RESPONSIBILITIES
2.1. City staff will provide County staff general access into the appropriate facilities.
2.2. City will reimburse County for salary and benefit cost incurred for the positions.
2.3. City will reimburse County for vehicle leasing cost, cell phone cost and outreach items
incurred with the services.
2.4. And other duties as agreed upon between both parties.
Exhibit A
EXHIBIT B
SCHEDULE OF SERVICES
The County shall provide the Scope of Services as defined under Exhibit "A" through the term of
the Agreement as defined in Section 3.1.2.
Exhibit B
EXHIBIT C
COMPENSATION
Compensation shall only be for direct operational costs associated with providing the Scope of
Services defined in Exhibit A.
Personnel Costs
Month and Year Countv Pavment (Mav Fluctuate)
January 2021
$13,000.00
February 2021
$13,000.00
March 2021
$13,000.00
April 2021
$13,000.00
May 2021
$13,000.00
June 2021
$13.000.00
Subtotal: $78,000.00
Vehicle Leasing Costs
Month and Year
Countv Pavment (Mav Fluctuate)
January 2021
$1,000.00
February 2021
$1,000.00
March 2021
$1,000.00
April 2021
$1,000.00
May 2021
$1,000.00
June 2021
$1,000.00
Subtotal: $6,000.00
Cellular Phone Costs
Month and Year
Countv Pavment (Mav Fluctuate)
January 2021
$80.00
February 2021
$80.00
March 2021
$80.00
April 2021
$80.00
May 2021
$80.00
June 2021
$80.00
Subtotal: $480.00
Outreach Item Costs
Month and Year
Countv Pavment (Mav Fluctuate)
January 2021 — June 2021
$500.00
Subtotal:
$500.00
Total Costs
Personnel
$
78,000.00
Vehicle Lease
$
6,000.00
Cellular Phones
$
480.00
Outreach Items
$
500.00
$
84,980.00
Exhibit C