CONTRACT 3603 Professional Services AgreementAgreement NO3_6__3
CONTRACT FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
THE CITY OF REDONDO BEACH
This AGREEMENT is entered into this 1 st day of July, 2006, by and between the CITY
OF EL SEGUNDO, a general law city and municipal corporation ( "EL SEGUNDO") and the
CITY OF REDONDO BEACH, a charter city and municipal corporation ( "REDONDO
BEACH ").
1. RECITALS. This Agreement is entered into with reference to the following facts and
objectives:
A. EL SEGUNDO and REDONDO BEACH are participants in a program known as
the SOUTH BAY YOUTH PROJECT, a non - profit agency ( "SBYP ")•
B. SBYP makes licensed therapists available to counsel a diverse range of problems,
including, without limitation, family or school problems, substance abuse,
physical or sexual abuse, parental neglect, or inadequate supervision. Referrals
are received from schools, law enforcement agencies, parents and youth.
C. EL SEGUNDO is a recipient of Community Development Block Grant (CDBG)
funds through the County of Los Angeles. The CDBG program is funded by the
U.S. Department of Housing and Urban Development (HUD) pursuant to Title 1
of the Housing and Community Development Act of 1984 as amended ( "ACT ").
D. EL SEGUNDO approved the provisions of federal funds under the ACT to be
used to provide professional services required under CITY's Community
Development Block Grant Program.
2. CONSIDERATION.
A. As partial consideration, REDONDO BEACH agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B. As additional consideration, REDONDO BEACH and EL SEGUNDO agree to
abide by the terms and conditions contained in this Agreement;
C. As additional consideration, EL SEGUNDO agrees to pay REDONDO BEACH a
sum not to exceed sixteen thousand dollars ($16,000) for REDONDO BEACH's
services. EL SEGUNDO may modify this amount as set forth below.
D. Annual compensation is based upon an allocation of both CDBG funds and City
funds. Compensation paid in future years will be based on a portion of EL
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SEGUNDO annual CDBG allocation, if and when CDBG funds are made
available to EL SEGUNDO from the County of Los Angeles. The parties
understand and agree that such reimbursement, if any, is conditioned upon receipt
of CDBG funds by EL SEGUNDO from Los Angeles County.
E. EL SEGUNDO will pay REDONDO BEACH in installments as follows:
i. After services have been rendered by SBYP, a detailed invoice on forms
mutually acceptable to both parties must be submitted to EL SEGUNDO.
ii. EL SEGUNDO will then process payment SBYP and pursue claim for
payment from Los Angeles County, based upon said invoice.
Payment will be made to SBYP in the amount of the invoice as approved
by EL SEGUNDO and subject to return to EL SEGUNDO should the Los
Angeles County not reimburse EL SEGUNDO for such payment.
3. SCOPE OF SERVICES.
A. REDONDO BEACH will utilize EL SEGUNDO Community Development Block
Grant (CDBG) funds to contract for counseling services for El Segundo "high -
risk youth" for a three -year period beginning July 1, 2006 and ending September
30, 2009, and subject to annual review.
B. REDONDO BEACH will cause therapists licensed pursuant to California law
including, without limitation, marriage and family therapists (Bus. & Prof. Code §
1980), educational psychologists (Bus. & Prof. Code § 4986), credentialed school
psychologists (Ed. Code § 49424), or clinical psychologists (Health & Safety
Code § 1316.5) (collectively, "Counselors "), to assess persons seeking counseling
services to determine their therapy needs, if any. Counselors may provide
services that include, without limitation, individual, family or group counseling;
crisis intervention; substance abuse evaluation; education and treatment; parent
education; assessment for inpatient treatment. As part of such services,
REDONDO BEACH agrees to
i. Identify "high -risk" youth suspected of being victims of physical and /or
emotional abuse;
ii. Conduct initial assessments of high -risk youth and recommend appropriate
counseling services.
C. While the Counselors are under the direct supervision of REDONDO BEACH,
services provided by Counselors under this Agreement must be provided to
residents within EL SEGUNDO's jurisdiction.
D. All services provided by REDONDO BEACH must be provided to EL
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3603.
SEGUNDO residents from households meeting verified low and moderate -
income criteria as established by the Federal Housing and Urban Development
Department (HUD) and the Los Angeles County Community Development
Commission (COUNTY). At least 51 % of the clients served must meet such low
and moderate household income criteria and be verified residents of EL
SEGUNDO. Residency information must be kept on all clients served under this
program. However, the nature and condition under which this program will serve
its clientele presumes that the program's recipients are principally low and
moderate - income persons.
E. REDONDO BEACH will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies and
materials, equipment, printing, vehicles, transportation, office space and facilities,
and all tests, testing and analyses, calculation, and all other means whatsoever,
except as herein otherwise expressly specified to be furnished by EL SEGUNDO,
necessary or proper to perform and complete the work and provide the
professional services required of REDONDO BEACH by this Agreement.
4. PRIVACY RIGHTS. The services provided by REDONDO BEACH under this Agreement
are protected by California law including, without limitation, the psychotherapist - patient
privilege (Evidence Code § 1014). In addition, this Agreement anticipates that REDONDO
BEACH will provide services to minors whose records are protected from disclosure by various
provision of California law (including, without limitation, Welfare & Institutions Code § 827).
Accordingly, REDONDO BEACH agrees that it will use its best efforts to secure all patient
records and prevent their disclosure to the extent provided by applicable law.
5. PUBLIC RECORDS ACT. The Parties acknowledge that they are public entities subject to
the Public Records Act (Gov't. Code §§ 6250- 6276.48) and that this Agreement, and documents
ancillary to this Agreement, must generally be disclosed upon request. However, the Parties
agree that patient records drafted pursuant to the terms of this Agreement are specifically
excluded from disclosure under Government Code §§ 6254(c), 6254(k), and 6276.36.
Accordingly, the Parties agree that such records will not be released except as otherwise
provided by law.
6. TERM. This Agreement takes effect July 1, 2006 (the "Effective Date ") and will continue
until September 30, 2009, unless earlier terminated pursuant to the provisions hereof. The
Agreement may be extended for two additional years at EL SEGUNDO's discretion.
7. PERMITS AND LICENSES. REDONDO BEACH, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and certificates that
may be required in connection with the performance of services under this Agreement.
8. TERMINATION.
A. Except as otherwise provided, the Parties may terminate this Agreement at any
time with or without cause. Notice will be in writing at least ten (10) days before
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the termination date. REDONDO BEACH will be compensated for all services
rendered and all necessarily incurred costs performed in good faith in accordance
with the terms of this Agreement that were not previously reimbursed up to the
date of termination.
B. Should the Agreement be terminated pursuant to this Section, EL SEGUNDO
may procure on its own terms services similar to those terminated.
C. By executing this document, REDONDO BEACH waives any and all claims for
damages that might otherwise arise from EL SEGUNDO's termination under this
Section.
9. INDEMNIFICATION.
A. REDONDO BEACH agrees to the following:
Each party shall indemnify, defend, and hold harmless the other party, its officers,
employees, elected and appointed officials, and volunteers, from and against any
and all claims, liability, loss, damage, expense, and costs arising out of this
Agreement, except for such loss or damage caused by either party's sole
negligence or willful misconduct. For purposes of this section "each party"
includes each party's officers, officials, employees, agents, representatives, and
volunteers.
B. REDONDO BEACH shall cause each counselor providing services hereunder to
agree to indemnify, defend, and hold harmless both REDONDO BEACH and EL
SEGUNDO from and against any and all claims, liability, loss, damage, expense,
and costs arising out of this Agreement, except for such loss or damage caused by
REDONDO BEACH's or EL SEGUNDO's sole negligence or willful misconduct.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
10. INDEPENDENT CONTRACTOR. EL SEGUNDO and REDONDO BEACH agree that
REDONDO BEACH will act as an independent contractor and will have control of all work and
the manner in which is it performed. REDONDO BEACH will be free to contract for similar
service to be performed for other employers while under contract with EL SEGUNDO.
REDONDO BEACH is not an agent or employee of EL SEGUNDO and is not entitled to
participate in any pension plan, insurance, bonus or similar benefits EL SEGUNDO provides for
its employees. Any provision in this Agreement that may appear to give EL SEGUNDO the
right to direct REDONDO BEACH as to the details of doing the work or to exercise a measure
of control over the work means that REDONDO BEACH will follow the direction of the EL
SEGUNDO as to end results of the work only.
11. INSURANCE.
A. EL SEGUNDO understands and acknowledges that REDONDO BEACH is a
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member of the Independent Cities Risk Management Association, pursuant to a
joint powers agreement, and the limits of liability under that agreement is
$10,000,000. REDONDO BEACH is obligated to pay the first $500,000 of any
claim. REDONDO BEACH agrees that every professional provider of services
with whom the City Contracts on behalf of REDONDO BEACH will have
professional liability insurance which will be in full force and effect during the
period of the contract.
B. REDONDO BEACH agrees to name EL SEGUNDO as additionally insured on
said insurance policy or policies and will provide a certificate or certificates of
insurance as proof of coverage with a written "Notification of Cancellation"
period of not less than 30 days. REDONDO BEACH will require its insurer to
modify such certificates to delete any exculpatory wording stating that failure of
the insurer to mail written notice of cancellation imposes no obligation, and to
delete the word "endeavor" with regard to any notice provisions.
12. CDBG REQUIREMENTS. During the performance of this Agreement, REDONDO
BEACH agrees to comply with the following federal provisions:
A. Executive Order 11246 requires that during the performance of this Agreement,
REDONDO BEACH agrees not to discriminate against any employee or applicant for
employment because of race, religion, sex color or national origin. REDONDO BEACH
will comply with all provisions of Executive Order 11246 of September 24, 1965 and of
the rules, regulations, and relevant orders of Secretary of Labor. REDONDO BEACH
will furnish all information and reports required by Executive Order 11246 of September
24, 1965, and by the rules, regulations and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to books, records and accounts by the AGENCY and the
Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations and orders.
B. Title VI of the Civil Rights Act of 1964 provides that no person will, on the grounds
of race, color, or national origin, be excluded from participation in, be denied the benefits
of, or be subjected to discrimination under any program activity receiving federal
financial assistance.
C. Section 109, Title 1 of the Housing and Community Development Act of 1974
provides that no person in the United States will, on the grounds of race, color, national
origin, or sex be excluded from participation in, be denied the benefits of, or be subjected
to discrimination under any program or activity funded in whole or in part with funds
made available under this title.
D. Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of
1973 prohibits discrimination on the basis of age or with respect to an otherwise qualified
handicapped individual, as provided in Section 504 of the Rehabilitation Act of 1973,
will also apply to any such program or activity.
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E. REDONDO BEACH must also comply with all regulations of the Americans with
Disabilities Act (ADA) of 1990 (42 USC §§ 12101 et. seq.).
Section 3 of the Housing and Community Development Act of 1968, as
amended, 12 USC §§ 1701 et. seq., " Compliance in the Provision of
Training, Employment and Business Opportunities requires that the work
to be performed under this Agreement is on a project assisted under a
program providing direct federal financial assistance from the Department
of Housing and Urban Development and is subject to the requirements of
Section 3 of the Housing and Urban Development Act of 1968, as
amended, 12 USC § 1701u. Section 3 requires that, to the greatest extent
feasible, opportunities for training and employment be given to lower
income residents of the project area and contract for work in connection
with the project be awarded to business concerns, which are located in or
owned in substantial part by persons residing in the area of the project.
The parties of this Agreement will comply with the provisions of said
Section 3 and the regulations issued pursuant thereto by the Secretary of
Housing and Urban Development set forth in 24 CFR § 135, and all
applicable rules and orders of the Department issued thereunder before
executing this Agreement. The parties to this Agreement certify and agree
that they are under no contractual or other disability that would prevent
them from complying with these requirements.
ii. Lobbying Certification. REDONDO BEACH must include the language
of this certification in all subcontracts; all subcontractors must certify and
disclose accordingly.
F. It is understood that each person/entity /firm who applies for a Community
Development Commission contract, and as part of that process, must certify that they are
familiar with the requirements of Los Angeles County Chapter 2.160 (Los Angeles
County Ordinance 93- 0031). Persons /entities /firms acting on behalf of the above named
firm must comply with the County Code. Any person/entity /firm seeking a contract with
Community Development Commission will be disqualified for such a contract; be denied
the contract; be liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or
any other person or entity acting on behalf of the above named firm fails to comply with
the provisions of the County Code.
13. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
EL SEGUNDO
Seimone Jurjis
City of El Segundo
350 Main Street
El Segundo, CA 90245
Fax: (310)322 -4167
REDONDO BEACH
Dan Smith
City of Redondo Beach
320 Knob Hill
Redondo Beach, CA 90277
Fax: (310) 792 -8187
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Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to who notices are
to be given by giving notice in the manner prescribed in this paragraph.
14. INTERPRETATION. This Agreement was drafted in, and will be construed in
accordance with the laws of the State of California, and exclusive venue for any state or federal
action involving this agreement will be in Los Angeles County.
15. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There are three (3) Attachments to this Agreement. This
Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent
successors and assigns.
16. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity
between any provision of this Agreement, its attachments, the purchase order, or notice to
proceed, the provisions of this Agreement will govern and control.
17. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review
this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a
whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against
either Party.
18. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
19. AUTHORITY /MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. This Agreement may be modified by written amendment.
EL SEGUNDO's city manager, or designee, may execute any such amendment on behalf of EL
SEGUNDO.
20. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party is
delivered by facsimile transmission. Such facsimile signature will be treated in all respects as
having the same effect as an original signature.
21. COVENANTS AND CONDITIONS. The parties agree that all of the provisions hereof
will be construed as both covenants and conditions, the same as if the words importing such
covenants and conditions had been used in each separate paragraph.
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22. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
23. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, war, embargo, government action, civil or military authority, the natural elements, or
other similar causes beyond the Parties' control, then the Agreement will immediately terminate
without obligation of either party to the other.
24. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
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IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY OF EL
a general law
CITY OF? BEACH,
a chart it d munioi ad con
r,
3e fr'�te� art
ty Manager
ATTEST:
�MJIAIn/lA�
Cathy Domann
Deputy City Clerk
APPROVED
Mark D. Hen
By:
Karl H. Berger,
Assistant City
JJ� j
r"
Ir
Mike Gin
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
By: �'�j �p
1 park
stant City Attorney
iouty GObbAAl
P: \Planning & Building Safety \CDBG \CONTPACTJUV- DIV \ES CDBG_2006 Juvenile Diversion.contract.doc
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