HomeMy WebLinkAbout06. Approve PSA w-Coast to Coast - Homeless Outreach ServicesRUM NU.
APPROVED Y
MANAGER
TO HONORABLE MAYOR AND MEMBERS OF THE CITY COU CII Y
FROM: OFFICE OF THE CITY MANAGER
BY: JUDDY MONTENEGRO, MANAGEMENT ANALYST
.. 010 to]:]I
SUBJECT: APPROVE A PROFESSIONAL SERVICES AGREEMENT WITH COAST TO
COAST FOR $60,000 TO PROVIDE HOMELESS OUTREACH SERVICES
RECOMMENDATION
That the City Council approve a Professional Services Agreement with Coast to Coast
Foundation in the amount of $60,000 to provide homeless outreach services; and authorize the
City Manager to execute any and all amendments to the agreement.
_ :• .. •
One of the ongoing City Council priorities has been addressing homelessness in the community.
The City has taken a proactive approach in addressing this issue by monitoring encampments
and coordinating clean-ups, creating an internal homeless task force, adopting a homeless
action plan, participating in several homeless coalition meetings and engaging the Clergy
Council to assist with donations and services.
Additionally, over the past year and a half, City staff has worked closely with representatives
from Coast to Coast to address the needs of people experiencing homelessness and provide
homeless outreach services. Coast to Coast Foundation is a non-profit organization with
experience in casework and rapid rehousing for adults, whose mission is to provide services
that continually make a difference in the homeless community.
As described more thoroughly in the attached agreement, Coast to Coast will continue to work
closely with the Downey Police Department in their outreach to homeless adults, both
individually and in encampments. Coast to Coast will assist in encampment cleanup efforts,
and will help to organize supplemental assistance for those outreach efforts, including
coordinating community volunteers and donations to help homeless individuals. Additionally, a
portion of the funds in this agreement are specifically dedicated for emergency rehousing,
mental health or drug treatment services, and transportation services for individuals who need
immediate help before there is space available in the publicly -funded programs.
The proposed professional services agreement with Coast to Coast is another approach to
helping reduce homelessness in our City. Therefore, the City Council is asked to approve a
professional services agreement with Coast to Coast for $60,000, from funds included in the
Fiscal Year 2019-20 budget for this purpose.
PSA WITH COAST TO COAST FOR HOMELESS OUTREACH
OCTOBER 22, 2019
PAGE 2
CITY COUNCIL PRIORITIES
Quality •' Life, Infrastructure
Public r .-
FISCAL IMPACT
ATTACHMENTS
Attachment A — Professional Services Agreement
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY
• DOWNEY AND • TO • FOUNDATIO1
•
1 Parties
• Date.
This Agreement is made and entered into this 22 nd day of October, 2019 by and
between the City of Downey, a California municipal corporation and charter city with its
principal place of business at 11111 Brookshire Avenue, Downey, California 90241 ("City")
and Coast to Coast Foundation, a California Nonprofit Public Benefit Corporation, with its
principal place of business at 18340 Yorba Linda Blvd., Suite 107-222, Yorba Linda,
• 92886 • City and • are sometimes individually referred to
as "Party"
• collectively as "Parties."
Consultant desires to perform and assume responsibility for the provision of certain
professional homeless outreach services required by City on the terms and conditions set
forth in this Agreement. • represents that it has demonstrated competence and
experience in providing professional homeless outreach services.
2.2 Project.
3. TERMS.
3.11 G6nerAlaqppgbf8erVices, Consultant promises and agrees to furnish
to City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply professional homeless outreach services
necessary for the Project ("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 October 22, 2019 to
October 22, 2020, unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines. The term of this Agreement may be extended by written
amendment to this Agreement signed by the City Manager and the Consultant.
3.2
•. of Consultar(I
3.2.1 Control and Payment of Subordinates: Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor basis
and not as an employee. Consultant 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 Consultant shall also not be employees of City
and, shall at all times be under Consultant's exclusive direction and control Consultant 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. Consultant 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.
In the event that Consultant or any employee, agent, or subcontractor of Consultant
providing services under this Agreement claims or is determined by a court of competent
jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible
for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and
hold harmless CITY for the payment of any employee and/or employer contributions for
CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as
well as for the payment of any penalties and interest on such contributions, which would
otherwise be the responsibility of City.
3.2.2. [RESERVED].
3.2.3 Conformance to AiDolicable 'Re uirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel Consultant has represented to City that
certain key personnel will perform and coordinate the Servicesunderthis Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other
personnel of at least equal competence upon written approval of City. In the event that City
and Consultant 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 Projector
a threat to the safety of persons or property, shall be promptly removed from the Project by
the Consultant at the request of the City.
3.2.5 Cit 'a Representative; The City hereby designates the City Manager or
his or her designee, to act as its representative for the performance of this Agreement ("City's
Representative"). City's Representative shall have the power to act on behalf of the City for
all purposes under this Contract. Consultant shall not accept direction or orders from any
person other than the City's Representative or his or her designee.
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3.2.6 Consultant's Representative. Consultant hereby designates Marie
Avena, or his or her designee, to act as its representative for the performance of this
Agreement ("Consultant's Representative"). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services, using
his 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. Consultant 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 Employees. Consultant 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. Consultant represents and maintains that it is skilled in the
professional calling necessary to perform the Services. Consultant warrants that all
employees and subcontractorsshallhave sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, 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, Consultant shall perform, at
itsowncost and expense and without reimbursement from the City, any services necessary
to correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub -consultants
who is determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner consistent with the
standard of care set forth herein, shall be promptly removed from the Project by the
Consultant and shall not be re-employed to perform any of the Services or to work on the
Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and,
in compliance with all applicable local, state and federal laws, rules and regulations in force at
the time the Services are performed by Consultant and in any manner affecting the
performance of the Project or the Services, including all applicable Cal/OSHA requirements,
and shall give all notices required by law._ Consultant shall be liable for all violations of such
laws and regulations in connection with Services. If the Consultant performs any work
knowing it to be contrary to such laws, rules and regulations and without giving written notice
to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant
shall defend, indemnify and hold City, its officials, directors, officers, employees and agents
free and harmless, pursuant to the applicable indemnification provisions of this Agreement,
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from any claim or liability arising out of any failure or alleged failure to comply with such laws,
rules or regulations. Consultant's violation of such laws, rules and regulations shall also
constitute a material breach of this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence the
Services or the Project under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant shall
not allow any subcontractor to commence work on any subcontract until it has provided
evidence satisfactory to the City that the subcontractor has secured all insurance required
under this section. The City reserves the right to modify these requirements, including limits,
based on the nature of the risk, prior experience with insurer, coverage or other special
circumstances.
3.2.10.2 Minimum Requirements Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the
performance of the Agreement, the Services or the Project by the Consultant, its agents,
representatives, employees or subcontractors. Consultant shall also requireallof its
subcontractors to procure and maintain the same insurance for the duration of the
Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. "(1) Commercial General
Liability (CGL): Insurance Services Office Form CG 00 01coveringCGL on an "occurrence"
basis including products and completed operations, property damage, bodily injury and
personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form
Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired)
and 9 (non -owned); and (3) Workers' Compensation : Workers' Compensation insurance as
required by the State of California with Statutory Limits; and (4) Employer's Liability
Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) Commercial General Liability (CGL): No less than $2,000,000 per
occurrence for products and completed operations, bodily injury, property damage and
personal and advertising injury. If Commercial General Liability Insurance or other form with
general aggregate limit applies, either the general aggregate limit shall apply separately to
this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be
twice the required occurrence limit; (2) Automobile Liability No less than $2,000,000 per
accident for bodily injury and property damage; and (3) Workers' Compensation: Workers'
Compensation limits as required by the Labor Code of the State of California with Statutory
Limits; (4) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per
accident for bodily injury or disease. Employer's Liability coverage may be waived by the City
if City receives written verification that Consultant has no employees,
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If the Consultant maintains broader coverage and/or higher limits than the minimum shown in
this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage
and/or the higher limits maintained by the Consultant. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to the
City.
3.2.10.3 Professional Liabilit Errors & Omissions). Consultant
shall procure and maintain, and require its sub -consultants to procure and maintain, for a
period of five (5) years following completion of the Services or the Project, errors and
omissions liability insurance appropriate to its profession. Such insurance shall be in an
amount not less than $2,000,000 per occurrence or claim and $2,000,000 in the aggregate,
and shall be endorsed to include contractual liability. If the Consultant maintains broader
coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City
requires and shall be entitled to;the broader coverage and/or higher limitsmaintainedby the
Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to
liability arising from the work, Services, Project or operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such work,
Services. Project or operations; and (2) the insurance coverage shall be primary insurance as
respects the City, its directors, officials, officers, employees, agents and volunteers, or if
excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage. Commercial General Liability insurance coverage may be provided in
the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form
CG 20 10 11`° 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 2038; and CG 20 37 forms if
later revisions are used).
(B) Waiver of Subrogation, Consultant hereby grants to City a
waiver of any right to subrogation which any insurer of said Consultant may acquire against
the City by virtue of the payment of any loss under said insurance policies set forth herein.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has received a
waiver of subrogation endorsement from the insurer.
(C) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided,
reduced or canceled except with written notice by certified mail, return receipt requested to
the City; and (B) any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to the City, its directors,
officials, officers, employees, agents and volunteers.
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3.2.10.5 Primary Coverage. For any claims related to this
Agreement, the Consultant's insurance coverage shall be primary insurance and primary
coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors,
officials, officers, employees, agents and volunteers. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall
be excess of the Consultant's insurance and shall not be called upon to contribute with it in
any way.
3.2.10.6 Separation of Insureds, No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors officials, officers, employees, agents and volunteers.
3.2.10.7 Deductibles and Self -Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City. City may
require Consultant to provide proof of ability to pay losses and related investigations, claim
administration and defense expenses and costs within the retention. The policy language
shall provide or be endorsed to provide that the self-insured retention may be satisfied by
either the named insured or City.
3.2.10.8 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in
California., and satisfactory to the City.
3.2.10.9 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance, including all required amendatory endorsements (or copies
of the applicable policy language effective coverage required by this provision) and a copy of
the Declarations and Endorsement Page of the Commercial General Liability policy listing all
policy endorsements to the City before the commencement of work under this Agreement.
However, failure to obtain the required documents prior to the commencementof work under
this Agreement shall not waive the Consultant's obligation to provide them to the City. The
City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, at any time.
3.2.10.10 Claims-Ma.de Policies. If any of the policies provide
coverage on a claims -made basis:
(A) The retroactive date must be shown and must be before the date of this
Agreement or the date work commences under this Agreement, whichever is earliest;
(B) Insurance must be maintained and evidence of insurance must be
provided for atleastfive (5) years after completion of the Services provided under this
.Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of this Agreement
or the date work commences under this Agreement, whichever is earliest, the Consultant
a
must purchase extended reporting coverage for a minimum of five (5) years after completion
of the Services under this Agreement.
3.2.11 Safetv. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant 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.
3.3 Fees and Payments.
3,31 Com-pensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set
forth in Exhibit "B" attached hereto and incorporated herein by reference. The total
compensation shall not exceed Sixty Thousand Dollars and 00/100 ($60,000.00) without
written approval of the City. Extra Work may be authorized, as described below, and if
authorized, said Extra Work will be compensated at the rates and manner set forth in this
Agreement.
per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies of the
Consultant's principal place of business and at the Project site. Consultant shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free and
harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or
alleged failure to comply with the Prevailing Wage Laws. If applicable, Consultant shall be
registered at all times with the Department of Industrial Relations under the Public Works
Contractor Registration Program for Labor Compliance.
3.4 Accounting Records.
3.4.1 Maintenance and Insecticn. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant 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. Consultant 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.
3.5 General Provisions.
3.5.1 Termination of Anreement.
3.5.1.1 Grounds for Termination. Either party may, by written
notice to the other party, terminate the whole or any part of this Agreement at any either
for cause or = without cause by giving written notice to the other party of such termination,
and, specifying the effective date thereof, at least thirty (30) days before the effective date of
such termination.
Upon termination, Consultant shall be compensated only for those services which
have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. The City shall within fifteen (15) calendar days following termination pay the
Consultant for all services adequately rendered and all reimbursable costs incurred by
Consultant up to the date of termination, in accordance with the payment provisions of this
Agreement.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Consultant in connection with the
performance of Services under this Agreement. Consultant shall'be required .to provide such
Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 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.
3.5.2 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:
Consultant:
Coast to Coast Foundation
18340 Yorba Linda Blvd. Suite 107-222
Yorba Linda, CA 92886
Phone: (888) 275-5160 ext. 1
Attn: MarieAvena, Chief Executive Officer
City:
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Fax: (562) 923-6388
Attn: City Manager
With a courtesy copy to:
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
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.
3.5.3 Ownership of Written Products and Confidentialit
3.5.3.1 Written_ Products. All reports, documents or other written
material ("written products") developed by Consultant in the performance of this Agreement shall be
and remain property of City without restriction or limitation upon its use or, dissemination by City.
Consultant may take and retain copies of such written products as desired, but no such written
products shall be the subject of a copyright application by Consultant.
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3.5.3.2 Intellectual Prope . To the extent applicable, Consultant represents and
warrants that Consultant has the legal right to utilize all intellectual property Consultant will utilize in
the performance of its obligations pursuant to this Agreement. Consultant further represents that
Consultant shall ensure City has the legal right to utilize all intellectual property involved in and/or
resulting from Consultant's performance of this Agreement.
3.5.4 Confidentialitv. All data, documents, discussion, or other information
developed or received by Consultant or provided for performance of this Agreement are deemed
confidential and shall not be disclosed by Consultant without prior written consent by City. City shall
grant consent if disclosure is legally required. All City data shall be returned to City upon the
termination or expiration of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law,
administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of
the services provided under this Agreement, the prevailing party shall be entitled to recover
from the non -prevailing party all reasonable costs incurred, including staff time, court costs,
attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification.
3.5.6.1 General Indemnification. Except as provided in subdivision
3.5.6.2 below which is applicable to "design professionals" only, Consultant shall defend (with
counsel acceptable to City), 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, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged negligent
acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance of
the Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys' fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such
suit, action or other legal proceeding. Consultant shall reimburse City and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its directors, officials officers, employees, and agents or volunteers.
Consultant shall not be obligated to defend, indemnify or hold the City harmless in
manner whatsoever for any claims or liability arising solely out of the City's own negligent
acts, errors or omissions or willful misconduct.
any assignees, hypothecates or transferees shall acquire no right or interest by reason of
such attempted assignment, hypothecation or transfer.
3.5.13 .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 referencing time, days or period for performance shall be deemed calendar
days and not work days. All references to Consultant include all personnel, employees,
agents, and subcontractors of Consultant, 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.
3.5.14 Amendment; Modification, No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 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.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17Inaldit ® Severability. 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.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant 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 Consultant, 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.
3.5.19 Egual Opportunity l molovment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, 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
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initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination. Consultant shall also comply with all relevant provisions of any City
Minority Business Enterprise program,_ Affirmative Action Plan or other related programs or
guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signaturehereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct itsbusinessand 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.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute one and the same instrument.
3.5.23 Effect of Conflict.
In the event of any conflict, inconsistency, or incongruity` between any provision of this
Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the
provisions of this Agreement will govern and control
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval.of City. Consultant shall require and verify that all subcontractors maintain
insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure
that City is an additional insured as required in Section -3.2.10.4. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Agreement.
SIGNATURES ON NEXT PAGE
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CITY OF DOWNEY, Coast to Coast Foundation
a California municipal corporation a California Corporation
and charter city
By: By,
Rick Rodriguez,y n*
Ma or I�ri" v .«..J
Its. niecutive O
Attest: Attest:
Maria Alicia Duarte, CMC, City Clerk Secretary
Approved as to Form: Approved as to Form:
ZA'� atx-a
�)Vtte >M. Abich Garcia, City Attorney Legal Counsel
123859
14
EXHIBIT "A"
SCOPE OF SERVICES
1. Accompany Downey Police Department (DPD) and/or Downey Public Works (DPW) on twice-
a -month outreach to homeless individuals to provide outreach, case management,
connections to resources and real-time support and response
2. Accompany DPD and/orDPW on monthly clean-ups
3. Work with City consultant in upcoming assessment of the resources and services available for
individuals and families experiencing homelessness in the City of Downey. Offer suggestions
from previous experience in other jurisdictions. Help identify gaps in services to ensure
seamless connectivity to the Coordinated Entry System (CES)
4. Ensure the unsheltered homeless individuals are entered into the HMIS so that they can be
served through the Coordinated Entry System (begin with the individuals most frequently
encountered)
5. Provide Engagement and Outreach, Case` Management and Connections to Resources
a. When applicable, provide move -in deposit, program housing fees or motel vouchers
b.- Assist with transportation to interim housing or shelters
c. Provide assistance with transportation for reunification
d. When applicable, assist with transportation, funding, and logistical support for
individuals wishing to access mental health services, treatment and medications'
e. When applicable, assist with transportation, funding, and logistical support for
individuals wishing to obtain medical services
f.- When applicable, assist with transportation, funding, and logistical support for
individuals wishing to access drug and alcohol treatment
g. Identify local volunteers to assist with outreach efforts in order to engage the
community
h. Contact and coordinate Downey faith based groups and other local charitable
organizations to seek assistance in acquiring donate items to benefit the homeless
(Donated items such as toiletries and socks to be used as a means to draw the
homeless towards assistance programs to help break the pattern of homelessness)
- 6 Provide Quarterly Reports to the City on Outreach Measures, Clean-up and Hot Spots,
Engagements, and other demographic and coordination measures
1
EXHIBIT "A"
1. Accompany Downey Police Department (DPD) and/or Downey Public Works (DPW) on twice
-
a -month outreach to homeless individuals to provide outreach, case management,
connections to resources and real-time support and response
2. Accompany DPD and/or DPW on monthly clean-ups
3. Ensure the unsheltered homeless individuals are entered into the HMIS so that they can
served through the Coordinated Entry System (begin with the individuals most frequently
encountered)
4. Provide Engagement and Outreach, Case Management and Connections to Resources
a. When applicable, provide move -in deposit, program housing fees or motel vouchers
b. Assist with transportation to interim housing or shelters
c. Provide assistance with transportation for reunification
d. When applicable, assist with transportation, funding, and logistical support for
individuals wishing to access mental health services, treatment and medications
e._ When applicable, assist with transportation, funding, and logistical support for
individuals wishing to obtain medical services
f. When applicable, assist with transportation, funding, and logistical support for
individuals wishing to access drug and alcohol treatment
g.- Identify local volunteers to assist with outreach efforts in order to engage the
community
h. Contact and coordinate Downey faith based groups and other local charitable
organizations to seek assistance in acquiring donate items to benefit the homeless
(Donated items such as toiletries and socks to be used as a means to draw the
homeless towards assistance programs to help break the pattern of homelessness)
5. Provide Quarterly Reports to the City on Outreach Measures,_ Clean-up and Hot Spots,
Engagements, and other demographic and coordination measures
EXHIBIT "B"
COMPENSATION
� 11r
,:cleanup,
weekly outreach & case o:
DiscretionaryOperating •
+
Cap of 00 per person/family
..•Iunless
authorized.
Medicalwriting
Intervent-•
. prescriptions,
Drug Alcohol Treatment)
. - .
Diversion-.
(transportation
rrr
.• . 00 .- e . -L.
authorized by
. • •y
rrr
o IF-Al
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF DOWNEY AND COAST TO COAST FOUNDATION
FOR HOMELESS OUTREACH SERVICES
I Parties and Date.
This Agreement is made and entered into this 22nd day of October, 2019 by and
between the City of Downey, a California municipal corporation and charter city with its
principal place of business at 11111 Brookshire Avenue, Downey, California 90241
and Coast to Coast Foundation, a California Nonprofit Public Benefit Corporation, with its
principal place of business at 18340 Yorba Linda Blvd., Suite 107-222, Yorba Linda,
California 92886 ("Consultant"). City and Consultant are sometimes individually referred to
as "Party" and collectively as "Parties."
2. RECITALS.
Consultant desires to perform and assume responsibility for the provision of certain
professional homeless outreach services required by City on the terms and conditions set
forth in this Agreement. Consultant represents that it has demonstrated competence and
experience in providing professional homeless outreach services.
2.2 Project.
TIMM
3.1 Scope of Services and Term.
3. 1.1 Gehgtal Sbbl• e , Consultant promises and agrees to furnish
to City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply professional homeless outreach services
necessary for the Project ("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 an e era aws, ru es
and regulations.
3.1.2 Term. The term of this Agreement shall be from October 22, 2019 to
October 22, 2020, unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines. The term of this Agreement may be extended by written
amendment to this Agreement signed by the City Manager and the Consultant.
3.2.1 Control and PayEent of Subordinatesi Independent ContractorThe
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and •- • performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor basis
and not as an employee. Consultant 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 Consultant shall also not be employees • City
and shall at all times be under Consultant's exclusive direction and control. Consultant shall
• all • salaries, and other amounts due such personnel in connection with their
performance of Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such addonal personnel, including, • U
not limited to- social security taxes, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation insurance.
In the event that Consultant or any employee, agent, or subcontractor of Consultant
providing services under this Agreement claims or is determined by a court of competent
jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible
for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and
hold harmless CITY for the payment of any employee and/or employer contributions for
CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as
well as for the payment of any penalties and interest on such contributions, which would
otherwise be the responsibility of City.
3.2.3 Conformance to Applicable Reguirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant 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, Consultant may substitute other
personnel of at least equal competence upon written approval of City. In the event that City
and Consultant 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 Project or
a threat to the safety of persons or property, shall be promptly removed from the Project by
the Consultant at the request of thd City.
3.2.5 The City hereby designates the City Manager or
his or her designee, to act as its representative for the performance of this Agreement ("City's
Representative"). City's Representative shall have the power to act on behalf of the City for
all purposes under this Contract. Consultant shall not accept direction or orders from any
person other than the City's Representative or his or her designee.
2
3.2.6 Consultant's Representative. Consultant hereby designates Marie
Avena, or his or her designee, to act as its representative for the performance of this
Agreement ("Consultant's Representative"). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services, using
his 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. Consultant 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 Employees. Consultant 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. Consultant represents and maintains that it is skilled in the
professional calling necessary to perform the Services. Consultant warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, 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, Consultant 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 Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub -consultants
who is determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner consistent with the
standard of care set forth herein, shall be promptly removed from the Project by the
Consultant and shall not be re-employed to perform any of the Services or to work on the
Project.
3.2.9 Laws and -Re ulations. Consultant shall keep itself fully informed of and
in compliance with all applicable local, state and federal laws, rulesandregulations in force at
the time the Services are performed by Consultant and in any manner affecting the
performance of the Project or the Services, including all applicable Cal/OSHA requirements,
and shall give all notices required by law. Consultant shall be liable for all violations of such
laws and regulations in connection with Services. If the Consultant performs any work
knowing it to be contrary to such Jaws, rules and regulations and without giving written notice
to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant
shall defend, indemnify and hold City, its officials, directors, officers, employees and agents
free and harmless, pursuant to the applicable 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. Consultant's violation of such laws, rules and regulations shall also
constitute a material breach of this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence the
Services or the Project under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant shall
not allow any subcontractor to commence work on any subcontract until it has provided
evidence satisfactory to the City that the subcontractor has secured all insurance required
under this section.The City reserves the right to modify these requirements, including limits,
based on the nature of the risk, prior experience with insurer, coverage or other special
circumstances.
3.2.10.2 ' Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the
performance of the Agreement, the Services or the Project by the Consultant, its agents,
representatives, employees or subcontractors. Consultant shall also require all of its
subcontractors to procure and maintain the same insurance for the duration of the
Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1) Commercial General
Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence"
basis_ including products and completed operations, property damage, bodily injury and
personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form
Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired)
and 9 (non -owned); and (3) Workers' Compensation: Workers' Compensation insurance as
required by the State of California with Statutory Limits; and (4) Employer's Liability
Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) Commercial General Liability (CGL): No less than $2,000,000 per
occurrence for products and completed operations, bodily injury, property damage and
personal and advertising injury. If Commercial General Liability Insurance or other form with
general aggregate limit applies, either the general aggregatelimitshall apply separately to
this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be
twice the required occurrence limit; (2) Automobile Liability. No less than $2,000,000 per
accident for bodily injury and property damage; and (3) Workers' Compensation: Workers'
Compensation limits as required by the Labor Code of the State of California with Statutory
Limits; (4) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per
accident for bodily injury or disease. Employer's Liability coverage may be waived by the City
if City receives written verification that Consultant has no employees.
If the Consultant maintains broader coverage and/or higher limits than the minimum shown in
this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage
and/or the higher limits maintained by the Consultant. Any available insurance proceeds in
excess of the specified minimum limits of insurance and .coverage shall be available to the
City.
3.2.10.3 Professional-Liabilitv (Errors & Omissions). Consultant
shall procure and maintain, and require its sub -consultants to procure and maintain, for a
period of five (5) years following completion of the Services or the Project, errors and
omissions liability insurance appropriate to its profession. Such insurance shall be in an
amount not less than $2,000,000 per occurrence or claim and $2,000,000 in the aggregate,
and shall be endorsed to include contractual liability. If the Consultant maintains broader
coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City
requires and shall be entitled to the broader coverage and/or higher limitsmaintained by the
Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors,_ officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to
liability arising from the work, Services, Project or operations performed by or on behalf of the
Consultant, including maten
rials, parts or equipment furnished in connection such work,
Services. Project or operations; and (2) the insurance coverage shall be primary insurance as
respects the City, its directors, officials, officers, employees, agents and volunteers, or if
excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage. Commercial General Liability insurance coverage may be provided in
the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form
CG 20 10 11" 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if
later revisions are used).
(B) Waiver of Subrogation. Consultant hereby grants to City a
waiver of any right to subrogation which any insurer of said Consultant may acquire against
the City by virtue of the payment of any loss under said insurance policies set forth herein.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has received a
waiver of subrogation endorsement from the insurer.
(C) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided,
reduced or canceled except with written notice by certified mail, return receipt requested to
the City; and (B) any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to the City, its directors,
officials, officers, employees, agents and volunteers.
5
3.2.10.5 Primary Coyeraae. For any claims related to this
Agreement, the Consultant's insurance coverage shall be primary insurance and primary
coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors,
officials, officers, employees, agents and volunteers. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall
be excess of the Consultant's insurance and shall not be called upon to contribute with it in
any way.
3.2.10.6 Se station of Insureds° No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors officials, officers, employees, agents and volunteers.
3.2.10.7 Deductibles and Self -Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City. City may
require Consultant to provide proof of ability to pay losses and related investigations, claim
administration and defense expenses and costs within the retention. The policy language
shall provide or be endorsed to provide that the self-insured retention may be satisfied by
either the named insured or City.
3.2.10.8 Acceotability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in
California,_ and satisfactory to the City.
3.2.10.9 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance, including all required` amendatory endorsements (or copies
of the applicable policy language effective coverage required by this provision) and a copy of
the Declarations and Endorsement Page of the Commercial General Liability policy listing all
policy endorsements to theCitybefore the commencement of work under this Agreement.
However, failure to obtain the required documents prior to the commencement of work under
this Agreement shall not waive the Consultant's obligation to provide them to the City. The
City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, at any time.
3.2.10.10 Claims -Made Policies. If any of the policies provide
coverage on a claims -made basis:
(A) The retroactive date must be shown and must be before the date of this
Agreement or the date work commences under this Agreement, whichever is earliest;
(B) Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Services provided under this
Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of this Agreement
or the date work commences under this Agreement, whichever is earliest, the Consultant
6
must purchase extended reporting coverage for a minimum of five (5) years after completion
of the Services under this Agreement.
3.2.11 Safet . Consultant shall execute and mainta n ts wor so as to avoi
injury or damage to any person or property. In carrying out,its Services, the Consultant 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 1he work is to be
performed.
3.3 Fees and Payments.
13.1 Consultant shall receive 1I •-' ding
authorized reimbursements, for all Services rendered under this Agreement at the rates se
forth in Exhibit "B" attached hereto and incorporated herein by reference. The total
compensation shall hot exceed Sixty Thousand Dollars and 00/100 ($60,000.00) without
writtenapproval of the City. Extra Work may be authorized, as described below, and
authorized, said Extra Work will be compensated at therates and manner set forth in this
Agreement,
per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the
Consultant's principal place of business and at the Project site. Consultant shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free and
harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or
alleged failure to comply with the Prevailing Wage Laws. If applicable, Consultant shall be
registered at all times with the Department of Industrial Relations under the Public Works
Contractor Registration Program for Labor Compliance.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. -Consultant 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. Consultant 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.
3.5.1.1 Grounds for Termination. Either party may, by written
notice to the other party, terminate the whole or any part of this Agreement at any time either
for cause or = without cause by giving written notice to the other party of such termination,
and specifying the effective date thereof, at least thirty (30) days before the effective date of
such termination.
Upon termination, Consultant shall be compensated only for those services which
have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. The City shall within fifteen (15) calendar days following termination pay the
Consultant for all services adequately rendered and all reimbursable costs incurred by
Consultant up to the date of termination, in accordance with the payment provisions of this
Agreement.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Consultant in connection with the
performance of Services under this Agreement. Consultant shall be required .to provide such
Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 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.
3.5.2 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:
Coast to Coast Foundation
18340 Yorba Linda Blvd. Suite 107-222
Yorba Linda, CA 92886
Phone: (888) 275-5160 ext. 1
Attn: Marie Avena, Chief Executive Officer
City:
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Fax: (562) 923-6388
Attn: CityManager
With a courtesy copy to:
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
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.
3.5.3 Ownership of Written Products and Confidentiality.
3.5.3.1 Written Products. All reports, documents or other written
material ("written products") developed by Consultant in the performance of this Agreement shall be
and remain property of City without restriction or limitation upon its use or dissemination by City.
Consultant may take and retain copies of such written products as desired, but no such written
products shall be the subject of a copyright application by Consultant.
0
3.5.3.2 Intellectual Property. To the extent applicable, Consultant represents and
warrants that Consultant has the legal right to utilize all intellectual property Consultant will utilize in
the performance of its obligations pursuant to this Agreement. Consultant further represents that
Consultant shall ensure City has the legal right to utilize all intellectual property involved in and/or
resulting from Consultant's performance of this Agreement.
3.5.4 Confidentiality. All data, documents, discussion, or other information
developed or received by Consultant or provided for performance of this Agreement are deemed
confidential and shall not be disclosed by Consultant without prior written consent by City. City shall
grant consent if disclosure is legally required. All City data shall be returned to City upon the
termination or expiration of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law;
administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of
the services provided under this Agreement, the prevailing party shall be entitled to recover
from the non -prevailing party all reasonable costs incurred, including staff time, court costs,
attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification.
3.5.6.1 General Indemnification. Except as provided in subdivision
3.5.6.2 below which is applicable to "design professionals" only, Consultant shall defend (with
counsel acceptable to City), 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, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged negligent
acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance of
the Services, the Project or this Agreement, including without limitation the payment of all
consequential_ damages and attorneys' fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such
suit, action or other legal proceeding. Consultant shall reimburse City and its directors,
officials, officers; employees, agents and/or volunteers,_ for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its directors, officials officers, employees, and agents or volunteers.
Consultant shall not be obligated to defend,indemnify or hold the City harmless in any
manner whatsoever for any claims or liability arising solely out of the City's own negligent
acts, errors or omissions or willful misconduct.
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3.517 Entire PA�fegqent I . This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be the courts in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.10 City's Right to Empipy Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 a�ttk�brs�and Msigh
successors and assigns of the parties,
This Agreement shall •- binding ♦ the
15.12A,ssi�hmeht ot Tfahg�t. Neither party shall assign, hypothecate� or
transfer, either directly or by operation of law, this Agreement or any interest herein without
the prior written consent of the other party. Any attempt to do • 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.
3.5.13 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 referencing time, days or period for performance shall be deemed calendar
days and not work days. All references to Consultant includeallpersonnel, employees,
agents, and subcontractors of Consultant, 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.
3.5.14 A endment°odification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 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.
3.5.16 leo Third Part Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability: 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.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant 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 Consultant, 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.
3.5.19 Egual pportunitymoloyrnent. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, 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
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initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination. Consultant shall also comply with all relevant provisions of any City
Minority Business Enterprise program, Affirmative Action Plan or other related programs or
guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant 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.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute one and the same instrument.
3.5.23 Effect of Conflict.
In the event of any conflict, inconsistency, or incongruity between any provision of this
Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the
provisions of this Agreement will govern and control.
3.6 Subcontracting:
3.6.1 Prior Approval -Pe uired. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Consultant shall require and verify that all subcontractors maintain
insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure
that City is an additional insured as required in Section 3.2,10.4.- Subcontracts, if any, shall
contain a provisionmaking them subject to all provisions stipulated in this Agreement.
SIGNATURES ON NEXT PAGE
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CITY OF DOWNEY, Coast to Coast Foundation
a California municipal corporation a California Corporation
and charter city
_..
By: y:
Rick Rodriguez, Mayor arie
uti erq
Attest: Attest
Maria Alicia Duarte, CMC, City Clerk Secretary
Approved as to Form: Approved as to Form
ette M. Abich Garcia, City Attorney Legal Counsel
123859
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EXHIBIT "A
SCOPE OF SERVICES
1. Accompany Downey Police Department (DPD) and/or Downey Public Works (DPW) on twice-
a -month outreach to homeless individuals to provide outreach, case management,
connections to resources and real-time support and response
2. Accompany DPD and/or DPW on monthly clean-ups
3. Ensure the unsheltered homeless individuals are entered into the HMIS so that they can be
served through the Coordinated Entry System (begin with the individuals most frequently
encountered)
4. Provide Engagement and Outreach, Case Management and Connections to Resources
a. When applicable, provide move -in deposit, program housing fees or motel vouchers
b. -Assist with transportation to interim housing or shelters
c. Provide assistance with transportation for reunification
d. When applicable, assist with transportation, funding, and logistical support for
individuals wishing to access mental health services, treatment and medications
e. When applicable, assist with transportation, funding, and logistical support for
individuals wishing to obtain medical services
f. When applicable, assist with transportation, funding, and logistical support for
individuals wishing to access drug and alcohol treatment -
g. Identify local volunteers to assist with outreach efforts in order to engage the
community
h. Contact and coordinate Downey faith based groups and other local charitable
organizations to seek assistance in acquiring donate items to benefit the homeless
(Donated items such as toiletries and socks to be used as a means to draw the
homeless towards assistance programs to help break the pattern of homelessness)
5. Provide Quarterly Reports to the City on Outreach Measures, Clean-up and Hot Spots,
Engagements, and other demographic and coordination measures
EXHIBIT" "
COMPENSATION
Personnel
Case Manager (I employee - 30 hours per
$47,000
2x/month PD outreach &
'week
1x/month PD cleanup, plus
weekly outreach & case work
Discretionary Operating Capital
Cap of $2,000 per person/family
Rapid Rehousing/Interim Shelter
$10,000
unless authorized by City in
writing
Medical and Mental Health Interventions
(Medical assessments and prescriptions,
$1,000
'Cap of $250 per person unless
Drug and Alcohol_ Treatment)
authorized by City in writing
Diversion (transportation for reunification)
$2,000
Cap of $500 per person unless
authorized by City in writing
Total Non -Personnel
$13,000
TOTAL ESES
$60,000