HomeMy WebLinkAboutSouthern California Care Community; 2023-09-26;DocuSign Envelope ID: 414EC1B4-0FDB-4CC2-MBC-3662DE5A98CD
AGREEMENT FOR HOMELESS MEDICAL SERVICES BETWEEN CITY OF CARLSBAD
AND
SOUTHERN CALIFORNIA CARE COMMUNITY
REEMENT is made and entered into as of the __ 1fi __ � ___ day ofTHI
----..J.=IJ'-...lL__:_ ____ , 2023, by and between the City of Carlsbad, California, a
municipal co oration, ("City"), and Southern California Care Community, a non-profit organization, ("Contractor").
RECITALS
A.City requires the professional services of an organization that is experienced in
providing medical services to homeless residents within the City of Carlsbad.
B.Contractor has the necessary experience in providing professional services and
advice related to all of the areas set forth in recital A.
C.Contractor was included in the City's grant proposal to the California lnteragencyCouncil on Homelessness for these services and has affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1.SCOPE OF WORKCity retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2.STANDARD OF PERFORMANCEWhile performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3.TERM �?... The term of this Agreement will be effective for a period of _;/..__/,c__ __ months from the date first above written to 06/30/2026. The City Manager may amend the Agreement to extend it for
up to one (1) additional one (1)-year period or parts thereof. An extension will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds by the
City Council. The parties will prepare a written amendment indicating the effective date and length
of the extended Agreement.
4.TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5.COMPENSATIONThe total fee payable for the Services to be performed during the Agreement term will be one hundred sixty-eight thousand one hundred one dollars and twenty-five cents ($168,101.25). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement as approved by the City Manager or designee. The City reserves
the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services
specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in
attached Exhibit "A".
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Upon contract execution, Contractor shall submit an invoice to City for 60% of the total Agreement
amount. Once these funds are expended, but no later than June 1, 2026, Contractor shall submit an invoice for the remaining Agreement amount. Failure to timely submit an invoice for the remaining Agreement amount will result in forfeiture of those funds and City’s return of such funds
to the California Interagency Council on Homelessness.
All proceeds from any interest-bearing account established by the Contractor for the deposit of funds must be used for eligible activities related to this agreement as approved by City.
6.STATUS OF CONTRACTORContractor will perform the Services in Contractor's own way as an independent contractor andin pursuit of Contractor's independent calling, and not as an employee of City. Contractor will beunder control of City only as to the result to be accomplished, but will consult with City asnecessary. The persons used by Contractor to provide services under this Agreement will not beconsidered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30)days for any tax, retirement contribution, social security, overtime payment, unemploymentpayment or workers' compensation payment which City may be required to make on behalf ofContractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City’s election, City may deduct the indemnification amount from any balanceowing to Contractor.
7.SUBCONTRACTINGContractor will not subcontract any portion of the Services without prior written approval of City.If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for theacts and omissions of Contractor's subcontractor and of the persons either directly or indirectlyemployed by the subcontractor, as Contractor is for the acts and omissions of persons directlyemployed by Contractor. Nothing contained in this Agreement will create any contractualrelationship between any subcontractor of Contractor and City. Contractor will be responsible forpayment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specificallynoted to the contrary in the subcontract and approved in writing by City.
8.OTHER CONTRACTORSThe City reserves the right to employ other Contractors in connection with the Services.
9.INDEMNIFICATIONContractor agrees to indemnify and hold harmless the City and its officers, officials, employeesand volunteers from and against all claims, damages, losses and expenses including attorney’sfees arising out of the performance of the work described herein caused by any negligence,recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly orindirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’
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compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
10.INSURANCEContractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which mayarise out of or in connection with performance of the services by Contractor or Contractor’sagents, representatives, employees or subcontractors. The insurance will be obtained from aninsurance carrier admitted and authorized to do business in the State of California. The insurancecarrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplusline insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a ratingin the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed bythe National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
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10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified
mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements.
11.BUSINESS LICENSEContractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12.ACCOUNTING RECORDSContractor will maintain complete and accurate records with respect to costs incurred under thisAgreement. All records will be clearly identifiable. Contractor will allow a representative of Cityduring normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of allwork, 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.
13.OWNERSHIP OF DOCUMENTSAll work product produced by Contractor or its agents, employees, and subcontractors pursuantto this Agreement is the property of City. In the event this Agreement is terminated, all workproduct produced by Contractor or its agents, employees and subcontractors pursuant to thisAgreement will be delivered at once to City. Contractor will have the right to make one (1) copyof the work product for Contractor’s records.
14.COPYRIGHTSContractor agrees that all copyrights that arise from the services will be vested in City andContractor relinquishes all claims to the copyrights in favor of City.
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15.NOTICESThe name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Chris Shilling Name Mary L. Baker
Title Homeless Services Manager Title Executive Director
Department Housing & Homeless Services Address 120 N. Ash St.
City of Carlsbad Escondido, CA 92027
Address 1200 Carlsbad Village Drive Phone No. 760-385-3739
Carlsbad, CA 92008 Email mbaker@socalcc.org
Phone No. 442-339-2284
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
16.CONFLICT OF INTERESTContractor shall file a Conflict of Interest Statement with the City Clerk in accordance with therequirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall reportinvestments or interests in all categories.
Yes No
17.GENERAL COMPLIANCE WITH LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulationswhich in any manner affect those employed by Contractor, or in any way affect the performanceof the Services by Contractor. Contractor will at all times observe and comply with these laws,ordinances, and regulations and will be responsible for the compliance of Contractor's serviceswith all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18.DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibitingdiscrimination and harassment.
19.DISPUTE RESOLUTIONIf a dispute should arise regarding the performance of the Services the following procedure willbe used to resolve any questions of fact or interpretation not otherwise settled by agreementbetween the parties. Representatives of Contractor or City will reduce such questions, and theirrespective views, to writing. A copy of such documented dispute will be forwarded to both partiesinvolved along with recommended methods of resolution, which would be of benefit to bothparties. The representative receiving the letter will reply to the letter along with a recommendedmethod of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
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to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
20.TERMINATIONIn the event of the Contractor's failure to prosecute, deliver, or perform the Services, City mayterminate this Agreement for nonperformance by notifying Contractor by certified mail of thetermination. If City decides to abandon or indefinitely postpone the work or services contemplatedby this Agreement, City may terminate this Agreement upon written notice to Contractor. Uponnotification of termination, Contractor has five (5) business days to deliver any documents ownedby City and all work in progress to City address contained in this Agreement. City will make adetermination of fact based upon the work product delivered to City and of the percentage of workthat Contractor has performed which is usable and of worth to City in having the Agreementcompleted. Based upon that finding City will determine the final payment of the Agreement.
City may terminate this Agreement by tendering fourteen (14) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In
the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not
exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. Upon termination of this Agreement, unless otherwise approved in writing by City, any unexpended funds received by Contractor shall be returned to City within 30 days of the date of termination.
21.COVENANTS AGAINST CONTINGENT FEESContractor warrants that Contractor has not employed or retained any company or person, otherthan a bona fide employee working for Contractor, to solicit or secure this Agreement, and thatContractor has not paid or agreed to pay any company or person, other than a bona fideemployee, any fee, commission, percentage, brokerage fee, gift, or any other considerationcontingent upon, or resulting from, the award or making of this Agreement. For breach or violationof this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,to deduct from the Agreement price or consideration, or otherwise recover, the full amount of thefee, commission, percentage, brokerage fees, gift, or contingent fee.
22.CLAIMS AND LAWSUITSBy signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipationof litigation or in conjunction with litigation. Contractor acknowledges that if a false claim issubmitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,the False Claims Act applies to this Agreement and, provides for civil penalties where a personknowingly submits a false claim to a public entity. These provisions include false claims madewith deliberate ignorance of the false information or in reckless disregard of the truth or falsity ofinformation. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled torecover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result ofwhich Contractor may be prevented to act as a Contractor on any public work or improvement fora period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction isgrounds for City to terminate this Agreement.
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23.JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a rightor rights provided for by this Agreement will be tried in a court of competent jurisdiction in theCounty of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24.SUCCESSORS AND ASSIGNSIt is mutually understood and agreed that this Agreement will be binding upon City and Contractorand their respective successors. Neither this Agreement nor any part of it nor any monies due orto become due under it may be assigned by Contractor without the prior consent of City, whichshall not be unreasonably withheld.
25.SPECIAL CONDITIONSContractor must comply with all requirements of City’s Standard Agreement with the CaliforniaInteragency Council on Homelessness attached as Exhibit “B”.
26.ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, alongwith the purchase order for this Agreement and its provisions, embody the entire Agreement andunderstanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisionsmay be amended, modified, waived or discharged except in a writing signed by both parties.
27.AUTHORITYThe individuals executing this Agreement and the instruments referenced in it on behalf ofContractor each represent and warrant that they have the legal power, right and actual authorityto bind Contractor to the terms and conditions of this Agreement.
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CONTRACTOR
By:
By:
� bol:t.r
(sign here)
Mary L. Baker, Executive Director
(print name/title}
� f_o/J, (sign here)
Karen Pohl, Secretary
(print name/title)
Cl
By:
RLSBAD, a municipal of the State of California
Scott Chadwick, City Manager
ATTEST:
SHERRY F
City Clerk
� i
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following
two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: f\.ti,yiss� bwuki Marissa Kawecki, Deputy City Attorney
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EXHIBIT “A”
SCOPE OF SERVICES
A.Provide medical services to City’s homeless residents (“Participants”) who are living
within the City’s Encampment Resolution Program area (attached as Exhibit “C”) at aminimum of 1 day per week.
B.Provide medical services to at least 68 households experiencing homelessnessduring the Agreement term.
C.Maintain responsive and timely communication, both written and verbal, with City staff.Attend monthly meetings with City staff to review and discuss programmatic needs.
D.Adhere to the Regional Task Force on Homelessness (RTFH) Community Standardswhich can be found at Standards, Learning, and Training - Regional Task Force onHomelessness (rtfhsd.org).
E.Abide by the strategies set forth in City's Homelessness Action Plan and any
amendments thereto, which takes a community focused and collaborative approachto addressing the needs of those experiencing or at-risk of homelessness within theCity of Carlsbad. This plan can be found at Homelessness Action Plan | Carlsbad, CA
(carlsbadca.gov).
F.Comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code,
Section 8350 et seq.) and have or will provide a drug-free workplace by taking thefollowing actions:
i.Publish a statement notifying employees that unlawful manufacture,distribution, dispensation, possession, or use of a controlled substance isprohibited and specifying actions to be taken against employees for violations,as required by Government Code Section 8355, subdivision (a)(1).ii.Establish a Drug-Free Awareness Program, as required by Government CodeSection 8355, subdivision (a)(2) to inform employees about all of the following:a.The dangers of drug abuse in the workplace;b.Contractor’s policy of maintaining a drug-free
workplace;c.Any available counseling, rehabilitation, and employeeassistance program; and
d.Penalties that may be imposed upon employees for drugabuse violations.iii.Provide, as required by Government Code Section 8355, subdivision (a)(3),
that every employee that works under this Agreement:i.Will receive a copy of Contractor’s drug-free policy statement, andii. Will agree to abide by the terms of the drug-free policy as a conditionof employment.G.Attend 100% of City organized Encampment Resolution Program coordinatingmeetings.
H.Share Participant Homeless Management Information System (“HMIS”) data (withoutpersonally identifiable information) as part of the City of Carlsbad By Name List.
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I.Maintain a written grievance procedure, including a formal process for Participants toprovide feedback and to resolve conflicts experienced within the program.
J.Comply with all routine monitoring and program audits as requested by City.
K.Complete accurate and thorough documentation in a timely manner. Maintain data oneach program Participant, household, and program milestones and provide requiredreports to City on the 15th day of each month, starting on September 15, 2023. Providequarterly reports by October 15th, January 15th, April 15th and August 15th includingquarterly and cumulative annual data per fiscal year. All reports must be in a format tothe satisfaction of City’s Housing & Homeless Services Department. Contractor willprovide documentation of the following data points:i.Number of unduplicated Participants and households assistedii.Number of contacts (touchpoints)iii.Number and types of interventions and services performediv.Demographic data on Participants
L.Provide City with an accounting of monthly expenditures by the 15th of each month,starting on September 15, 2023. This shall include accompanying documentation for
funds expended, which shall include but not be limited to documentation of timecards,mileage, office supplies, bus fare expenses, and flex funds receipts.
M.Operate within the budget set forth in Exhibit “D.”
1.If there is a possibility that any portion of the total fee payable for the Services
under the Agreement may not be expended by the date of contract termination, Cityand Contractor agree to mutually decide how such excess funds will be reallocatedand fully expended in the budget (Exhibit “D”). In such case, Contractor agrees todraft an amended budget (amended Exhibit “D”) to reallocate the excess funds,which will require a contract amendment subject to approval by the city manager ordesignee.
2.City and Contractor further agree to discuss and mutually determine anynecessary changes to the budget during the lifetime of the Agreement. In the eventof a mutually agreeable budget modification, Contractor agrees to draft an amendedbudget (amended Exhibit “D”), which will require a contract amendment subject to
approval by the city council or city manager or designee, depending on the value andnature of the budget modification.
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EXHIBIT “B”
(To be attached once fully executed—see Exhibit 1, Attachment B.)
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EXHIBIT “C”
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EXHIBIT “D”
ITEM BUDGET DESCRIPTION
Staff 117,000.00 Provide outreach medical services.
Fringe Benefits- 30%35,100.00 Healthcare and other benefits for personnel.
152,100.00$
Operating Costs 7,996.43
Operating costs such as cell phones, mileage, ink, printer, paper, pens,
meeting space, etc.
Administrative costs at 5% 8,004.82 Administrative costs at 5%
16,001.25$
168,101.25$
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