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CITY COUNCIL STAFF REPORT
DATE: January 27, 2022 NEW BUSINESS
SUBJECT: MEMORANDUM OF UNDERSTANDING AND ACQUISITION AND
FUNDING AGREEMENT BETWEEN CITY OF PALM SPRINGS AND
COUNTY OF RIVERSIDE, FOR THE PURCHASE OF REAL PROPERTY
LOCATED AT 3589 MCCARTHY ROAD, PALM SPRINGS, CALIFORNIA,
FOR A PROPOSED LOW BARRIER NAVIGATION CENTER AND
APPROVAL OF A CONTRACT SERVICES AGREEMENT WITH
MARTHA’S VILLAGE AND KITCHEN
FROM: Justin Clifton, City Manager
BY: Jeffrey S. Ballinger, City Attorney
SUMMARY:
As discussed at the November 4, 2021, November 18, 2021, and most recently at the
January 13, 2022, Council meetings, the City of Palm Springs has been in discussions
with the County of Riverside to jointly fund the acquisition of real property located at 3589
McCarthy Road, Palm Springs, for the purpose of establishing a low barrier navigation
center.
This agenda item provides the City Council with the opportunity to review and consider
approving the necessary agreements between the City and County, in order to fund the
acquisition of the subject property; and between the City and Martha’s Village and Kitchen
for the operation of the Navigation Center.
RECOMMENDATION:
1. Approve Memorandum of Understanding between City of Palm Springs and
County of Riverside, for the purchase of 3589 McCarthy Road, for a proposed low
barrier navigation center;
2. Approve Acquisition and Funding Agreement between City of Palm Springs, for
the purchase of 3589 McCarthy Road, for a proposed low barrier navigation center;
3 Approve Contract Services Agreement with Martha’s Village and Kitchen to
Operate the Proposed Navigation Center at 3589 McCarthy Road;
4. Authorize the City Manager to execute said Memorandum of Understanding and
Acquisition and Funding Agreement, and Contract Services Agreement with any
modifications approved by the City Manager and City Attorney, for the purchase of
3589 McCarthy Road, for a proposed low barrier navigation center; and
Item 5A - 1
City Council Staff Report
January 27, 2022 -- Page 2
MOU, Funding/Acquisition Agreement, and Contract Services Agreement for 3589 McCarthy Road
5. Authorize the City Manager to take any and all actions, and execute any other
documents, necessary to apply for grant funding and purchase the property
located at 3589 McCarthy Road, Palm Springs, for a proposed low barrier
navigation center.
BACKGROUND:
For the past many months, City Staff has been working to identify potential locations
to build a low barrier navigation center that could provide transitional housing and
wraparound services for unhoused Palm Springs residents. In November 2021, the
City Council was provided several different potential properties that could possibly serve
those purposes. At the November 18, 2021 City Council meeting, the Council gave
direction to pursue acquisition of the property located at 3589 McCarthy Road and to bring
back the necessary agreements with the County in order to jointly fund the acquisition of
the property.
City Staff and the City Attorney have been in discussions with the County regarding the
necessary legal documents required to memorialize the parties’ understanding with
regard to the joint acquisition of the subject property. As a result of those discussions,
Staff is presenting for the Council’s consideration a Memorandum of Understanding
(MOU) as well as an Acquisition and Funding Agreement.
At the time of the November discussion, the subject property was in escrow to be sold to
a private, third party. The original asking price for the property was $6,250,000. However,
the buyer in escrow agreed to assign its interest, as buyer, to the City. As a result, the
City is able to purchase the subject property for the same price, Five Million Nine Hundred
Thousand Dollars ($5,900,000).
The MOU provides the basic framework for the agreement between the City and County.
The Funding and Acquisition Agreement is being entered into between the City and
County, since this is a standard agreement that the County requires for program funding
of this sort. Under the MOU and the Funding and Acquisition Agreement, the City will
contribute Five Million Three Hundred Thousand ($5,300,000) from the City’s Housing
Homelessness Assistance Program (HHAP) funding from the State of California. This
funding will be used to provide supportive services, operation and maintenance at the
McCarthy Road site. The County, in turn, will provide Seven Million Dollars ($7,000,000),
from the County’s American Rescue Plan Act (ARPA) funding. Of this, it is expected that
Five Million Seven Hundred Forty Thousand ($5,740,000) would be used for the
acquisition, and One Million Two Hundred Sixty Thousand ($1,260,000) would be used
for capital improvements to the property, which is currently developed as an industrial
property.
Also, under the MOU, both the City and County will, either jointly or independently, pursue
grant funds for purposes of funding the acquisition and operation and maintenance of the
site. For example, at the January 13, 2022 City Council meeting, the Council authorized
Item 5A - 2
City Council Staff Report
January 27, 2022 -- Page 3
MOU, Funding/Acquisition Agreement, and Contract Services Agreement for 3589 McCarthy Road
City Staff to pursue potential funding, of up to Fifty Million Dollars ($50,000,000), through
the State of California’s Homekey2 Funding program.
In addition, the MOU recognizes that the City will be the lead agency, for purposes of any
entitling of the site as a navigation center, for purposes of the California Environmental
Quality Act (CEQA), as well as for the operation and maintenance of the navigation
center.
Finally, the MOU contemplates that the City and County intend to enter into one or more
agreements between the two parties, for the ongoing funding and operation of the
navigation center. The Acquisition and Funding Agreement is a standard agreement
required of the County for program funding of this sort. While the Loan Agreement is
currently structured as a forgivable loan, the City and County will be discussing a different
structure, more akin to a grant, which will still recognize the parties’ respective
contributions to the overall project. Details of this Agreement have not been finalized as
of the writing of this staff report. Therefore, City Staff and the City Attorney are requesting
that the City Council approve entering into such an agreement, based on the terms set
forth in the MOU.
Navigation Center Operations/Supportive Services
As presented at the January 13, 2022 City Council meeting, a solicitation for Letters of
Interest (LOI) was released seeking potential operators for the Navigation Center. The
solicitation was sent to 12 homeless services and shelter providers operating in Riverside
County. The City received one proposal from Martha’s Village and Kitchen (Martha’s). It
should be noted, two solicitation recipients - Coachella Valley Rescue Mission and Jewish
Family Services of San Diego - informed Staff they received the request but would not be
pursuing this opportunity.
Martha’s proposes to operate and manage the Navigation Center with up to 80 no-barrier
shelter beds, provide on-site access to a wide variety of behavioral health services, social
services, medical/dental services, and workforce development. Martha’s has utilized a
“Housing First” approach in providing the Coachella Valley with homeless housing and
wrap-around services since its inception in 2001 and will continue to use this model in
Palm Springs. Martha’s also has over two decades of experience operating a commercial
kitchen in accordance with the United States Department of Agriculture (USDA). Their
overall goal will be to connect homeless individuals quickly and successfully to the
appropriate housing and services needed to move them into stable housing.
Martha’s Village and Kitchen is regarded as the first resource center of its kind in the
region. In collaboration with Borrego Health and Clinicas de Salud, their current programs
include medical and dental services and a Certified Drug and Alcohol Counselor.
Martha’s is the only nonprofit certified by the State to provide workforce development
services in the Coachella Valley and is a State licensed childcare facility. They will bring
their talents and resources to the Navigation Center.
Item 5A - 3
City Council Staff Report
January 27, 2022 -- Page 4
MOU, Funding/Acquisition Agreement, and Contract Services Agreement for 3589 McCarthy Road
Martha’s service outcomes over the past year include:
• 554 homeless adults and children resided in the safe and stable Homeless
Housing Program.
• 85% of existing clients moved directly from homeless housing into permanent
housing.
• 100% of clients served had their basic needs met on their paths to self-
sufficiency.
• 70% of individuals that completed Martha's employment program obtained work.
Martha’s is proposing to provide security 24 hours a day, 365 days a year. Similar to the
safety protocols at the Palm Springs Access Center operated by Martha’s, clients will not
be allowed to loiter outside the facility; security staff will monitor and report incidents of
loitering; there will be a 24-hour contact number visible and available to the public to
report any disturbances or issues related to the facility; and video surveillance cameras
will be installed at the facility.
Additional services to be provided include:
• Assisting individuals to obtain permanent housing, supportive housing, shelter, or
program placement. This includes intake and assessment for the Coordinated
Entry System and Continuum of Homeless Management Information System, and
other housing resources like housing document assistance, housing location
services, or affordable housing waitlists.
• Assisting individuals with securing health, disability, social security, and other
benefits.
• Coordinate access to other support services like cash and non-cash benefits.
• Case management to clients based on their individual needs and desires.
• Family reunification program.
• Transportation assistance.
• Assistance with food stamps, birth certificates, and identification cards.
• Provide vouchers for clean clothes.
• Utilization and management of Homeless Management Information System.
As proposed, Martha’s will provide case management to interim housing residents at a
ratio of no more than 1 to 20 client per caseworker ratio, which allows for the client to be
more a part of the process leading to better outcomes.
ENVIRONMENTAL IMPACT:
These funding agreements and the proposed acquisition of the property located at 3589
McCarthy Rd. are for the purpose of approving a low barrier navigation center, as that
term is defined in California Government Code section 65660(a). Namely, the proposed
navigation center is intended to provide a low-barrier, service-enriched shelter focused
Item 5A - 4
City Council Staff Report
January 27, 2022 -- Page 5
MOU, Funding/Acquisition Agreement, and Contract Services Agreement for 3589 McCarthy Road
on moving people into permanent housing, that provides temporary living facilities while
case managers connect individuals experiencing homelessness to income, public
benefits, health services, shelter, and housing.
For purposes of the California Environmental Quality Act (Pub. Res. Code, §§ 21000 et.
seq.) (“CEQA”), the City is the lead agency for the acquisition and operation of the Site.
In 2019, the California Legislature passed, and the Governor signed, Assembly Bill (AB)
101. AB 101 contained the Legislature’s determination that “low barrier navigation center
developments are essential tools for alleviating the homelessness crisis in this state and
are a matter of statewide concern and thus applicable to charter cities.” AB 101 (2019)
makes low barrier navigation centers, such as what is proposed by the City and County
at 3589 McCarthy Rd., a use by right. Pursuant to Government Code section 65660(b),
added by AB 109, CEQA does not apply to any action taken by a public agency to lease,
convey, or encumber land owned by a public agency, or to facilitate the lease,
conveyance, or encumbrance of land owned by a public agency, or to provide financial
assistance to, or otherwise approve, a low barrier navigation center.
Therefore, because these funding agreements and the acquisition of 3589 McCarthy Rd.
are for the purpose of approving a low barrier navigation center development, no further
environmental review is required by CEQA. City staff will file a Notice of Exemption, on
that basis, following the City Council’s approval of this agenda item.
FISCAL IMPACT:
The approval of the MOU and the Funding and Acquisition Agreement will commit Five
Million Three Hundred Thousand Dollars ($5,300,000) of the City’s Housing
Homelessness Assistance Program (HHAP) funds for Navigation Center Operating
Subsidy.
REVIEWED BY:
Department Director: Jay Virata
City Attorney: Jeffrey S. Ballinger
Assistant City Manager: Teresa Gallavan
City Manager: Justin Clifton
ATTACHMENTS:
1. Memorandum of Understanding.
2. Contract Services Agreement.
Item 5A - 5
55575.18100\34619987.4
Page 1 of 5
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (“Memorandum") dated as of the 27th day of
January, 2022 ("Effective Date") is between the City of Palm Springs, a municipal corporation
and Charter City of the State of California ("City") and County of Riverside, a political
subdivision of the State of California ("County") (referred to herein individually as a "Party" and
collectively as the "Parties").
RECITALS
A. City and County have been working cooperatively to identify real property for a
service rich, low barrier homeless Navigation Center that provides overnight shelter and food,
and has a strong focus on services designed to end an individual’s homelessness and build the
foundational skills needed to ensure a successful transition to permanent housing that are
necessary to assist populations experiencing food and housing insecurity as result of impacts
due do to the COVID-19 public health emergency.
B. City and County have identified for this purpose a site located at 3589 McCarthy
Road, in the City of Palm Springs ("Site"), and would like to memorialize the basic
understanding they have reached concerning further steps to acquire and control the Site and to
provide for an outline of the operation of the Site as a Navigation Center.
C. The County and City intend to utilize funding available through the American
Rescue Plan Act (“ARPA” or “the Act”) and County will distribute funding in conformance with
the requirements of the Act and the to the City for the acquisition and operation of the
Navigation Center Project.
D. The City and County agree that this and all related agreements will be in
compliance with the requirements of ARPA and all contract terms required by the Act shall be
incorporated into the Acquisition and Sale Agreement, Third Party Operation, and other
operative agreements.
E. The purpose of this Memorandum is to provide a basic understanding concerning
the understanding the Parties have with respect to the acquisition of the Site and set forth a
framework that the Parties contemplate regarding the operation of the Navigation Center.
F. For purposes of the California Environmental Quality Act, Pub. Res. Code 21000
et. seq (“CEQA”), the City shall be the lead agency for the acquisition and operation of the Site.
AB 101 (2019) makes low barrier navigation centers a use by right in areas zoned for mixed use
and nonresidential zones permitting multifamily uses. The Site has a Palm Springs General
Plan designation of MU (Mixed-Use/Multi-Use), which allows for residential development,
thereby making a low barrier navigation center a “use by right”. Pursuant to Government Code
section 65660(b), CEQA shall not apply to any actions taken by a public agency to approve a
low barrier navigation center, as proposed by the Parties. Therefore, no further environmental
review is required by CEQA.
I. INTENDED ACQUISITION AND USE OF SITE
A. City has entered into escrow for purchase of the Site located at 3589 McCarthy
Road, Palm Springs. City has paid One Hundred and Twenty Five Thousand Dollars
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($125,000) in earnest money to owner of the Site and must complete escrow by January 28,
2022. The total purchase price of the Site is $5,900,000.
B. The Parties intend for the Site to serve as a low barrier navigation center, as that
term is defined in Government Code section 65660(a), to provide services to homeless
individuals including temporary shelter beds and to provide supportive services (“Navigation
Center”).
C. Through the use of a contractor or otherwise, City anticipates providing services
at the Site, including, but not limited to, social and mental health services as determined in the
reasonable discretion of the City (“Supportive Services”).
D. The City shall be the lead agency in the processing of any land use entitlements
and permits, including CEQA, as may be required for the renovation and operation of the Site.
E. The City shall control the management and operational plan for the Site, as well
as the types of clients who are served at the Site. The City shall, subject to funding availability
and appropriation therefore, operate the Site as a Navigation Center.
II. COST SHARING BETWEEN THE PARTIES
A. For the acquisition of the Site by the City and the Capital Improvements, the
County agrees to provide ARPA funding in the amount of $7,000,000 pursuant to terms and
conditions described herein, the Acquisition and Sale Agreement and any other agreements to
be entered between the Parties. Parties shall enter into an Acquisition and Sale Agreement for
the use of ARPA funds for the acquisition of the Site property whereby the County will disburse
Five Million Seven Hundred Forty Thousand Dollars ($5,740,000). Subsequently pursuant to a
separate agreement, the County will provide additional funding in the amount of One Million
Two Hundred Sixty Thousand Dollars ($1,260,000) for the Capital Improvements. City will pay
any additional amounts due to acquire the Site. In order to meet the January 28, 2022 closing
date, the City may pre-pay the remainder of the purchase price, and the County shall thereafter
pay the City the Five Million Seven Hundred Forty Thousand Dollars ($5,740,000) called for
above.
B. The City and County shall jointly, or independently, pursue grant funds in
sufficient amounts to complete the purchase and Capital Improvements of the Site, and to be
utilized to provide the Supportive Services, operation or maintenance of the Navigation Center.
C. The City shall initially allocate Housing Homelessness Assistance Program
funds budgeted in the Housing Homelessness Assistance Program Standard Agreement
between the City and Business, Consumer Services, and Housing Agency of the State of
California, in the New Navigation Centers and Emergency Shelters Eligible Use Category in the
amount of $3,500,000 to provide the Supportive Services, operation or maintenance of the
Navigation Center.
D. The Parties are concurrently entering into an Acquisition and Sale Agreement
with the terms and conditions for the disbursement of the $5,740,000.
III. PARTIES AGREE TO ENTER INTO AGREEMENT(S) FOR OPERATION OF
NAVIGATION CENTER.
A. After the acquisition of the Site by the City, the Parties shall endeavor to enter
into one or more agreements for the ongoing funding and operation of the Navigation Center.
Should County not allocate the funds for the operation and administration of the Navigation
Item 5A - 7
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Center, City and County shall mutually agree to the disposition of the Site consistent with the
terms of any separate agreements entered into between the parties..
B. The Parties acknowledge and agree that City may enter into Third Party
Operation Agreements for the operation and maintenance of the Navigation Center, in its sole
and absolute discretion. The Third Party Operation Agreement should be consistent with the
Operation Memorandum of Understanding however, Parties agree that City may operate the
shelter as it determines in its reasonable discretion.
IV. MISCELLANEOUS
A. The Parties shall indemnify, defend with counsel approved in writing, save and
hold each of its elected officials, officers, directors, agents and employees harmless from any
and all claims, injuries, liabilities, actions, damages, losses or expenses, of every type and
description to which they may be subjected arising out of any act or omission of, its employees,
representatives, agents and independent contractors in connection with the implementation of
the actions described in this Memorandum. The Parties' duties and obligations under this
paragraph shall survive termination or expiration of this Memorandum.
B. Neither Party shall have the right to assign this Memorandum without the
express written approval of the other Party. This Memorandum shall be binding upon and inure
to the benefit of the Parties and their permitted successors, assigns and legal representatives.
This Memorandum shall not be interpreted to establish any express or implied third party
beneficiaries.
C. This Memorandum contains the entire agreement between the Parties with
respect to the acquisition of the Site and initial and ongoing funding, though not for the
operation of the Site. No alteration or variation of the terms of this Memorandum shall be valid
unless made in writing and signed by the Parties; and no oral understanding or agreement not
incorporated herein shall be binding on either of the Parties.
F. Notices or other communications which may be required or provided under the
terms of this Memorandum shall be given as follows:
Cities: City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attention: City Manager
County: County of Riverside/County Executive Office
4080 Lemon Street, Floor 4
Riverside CA 92501
Attention: County Executive Officer
All notices shall be in writing and deemed effective when delivered in person or
deposited in the United States mail, first class, postage prepaid and addressed as above.
Notwithstanding the above, the Parties may also provide notices by facsimile transmittal, and
any such notice so given shall be deemed to have been given upon receipt during normal
business hours or, in the event of receipt after business, on the following business day. Any
notices, correspondence, reports and/or statements authorized or required by this
Memorandum, addressed in any other fashion shall be deemed not given.
G. In any action or proceeding to enforce or interpret any provision of this
Memorandum, or where any provision hereof is validly asserted as a defense, the Parties shall
bear their own attorney's fees, costs and expenses.
H. Prior to the acquisition of the Site, either Party may terminate this Memorandum
upon thirty (30) days' notice provided however that if County terminates this Memorandum
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then County shall reimburse City for any expenses including amount of the funds paid to
property owner during escrow.
I. In the event County or City defaults in the performance of any of their obligations
under this Memorandum or materially breaches any of the provisions of this Memorandum, the
other Party may enforce this Memorandum through specific performance or may exercise any
other available remedies. Additionally, the failure of one Party to fulfill its obligations hereunder
shall relieve the other Party of doing so as well upon thirty (30) days' prior written notice to the
other Party. In the event City or County cures such default within such thirty (30) day period,
all obligation hereunder shall continue in full force and effect.
J. Each Party represents and warrants that the execution, delivery and
performance of this Memorandum have been duly authorized by all necessary action of such
Party's governing board, and the person executing this Memorandum on behalf of such Party
has been duly authorized and empowered to do so on behalf of such Party.
K. The laws of the State of California and applicable local and federal laws,
regulations and guidelines shall govern this Memorandum.
L. This Memorandum may be executed and delivered in any number of counterparts,
each of which, when executed and delivered shall be deemed an original and all of which
together shall constitute the same agreement. Each party of this Memorandum agrees to the
use of electronic signatures, such as digital signatures that meet the requirements of the
California Uniform Electronic Transactions Act ((“CUETA”) Cal. Civ. Code §§ 1633.1 to
1633.17), for executing this Memorandum. The parties further agree that the electronic
signatures of the parties included in this Memorandum are intended to authenticate this writing
and to have the same force and effect as manual signatures. Electronic signature means an
electronic sound, symbol, or process attached to or logically associated with an electronic
record and executed or adopted by a person with the intent to sign the electronic record
pursuant to the CUETA as amended from time to time. The CUETA authorizes use of an
electronic signature for transactions and contracts among parties in California, including a
government agency. Digital signature means an electronic identifier, created by computer,
intended by the party using it to have the same force and effect as the use of a manual
signature, and shall be reasonably relied upon by the parties. For purposes of this section, a
digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2
of the Civil Code.
M. Either Party shall be excused from performing its obligations under this
Memorandum during the time and to the extent that it is prevented from performing by an
unforeseeable cause beyond its control, including but not limited to; any incidence of fire,
flood; acts of God; commandeering of material, products, plants or facilities by the federal,
state or local government; national fuel shortage; or a material wrongful act or omission by
the other Party; when satisfactory evidence of such cause is presented to the other Party,
and provided further that such nonperformance is unforeseeable, beyond the control and is
not due to the fault or negligence of the Party not performing.
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City-and County have executed this Memorandum of Understanding as of the date and
year first written above.
“CITY”
CITY OF PALM SPRINGS, a California charter
city and municipal corporation
By:
Justin Clifton, City Manager
ATTEST:
Anthony Mejia, City Clerk
APPROVED AS TO FORM:
Jeffrey S. Ballinger, City Attorney
“COUNTY”
COUNTY OF RIVERSIDE, a political
subdivision of the State of California
By:
Its: __________________________________
ATTEST:
CLERK OF THE BOARD
BY: ______________________
DEPUTY
APPROVED AS TO LEGAL FORM:
Gregory Priamos, County Counsel
Item 5A - 10
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CONTRACT SERVICES AGREEMENT
Martha’s Village and Kitchen
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered
into on __________________, 2022, by and between the City of Palm Springs, a California charter
city and municipal corporation (“City”), and Martha’s Village and Kitchen, a 501 (c) 3 non-profit
corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are
collectively referred to as the “Parties”.
RECITALS
A.City requires the services of a navigation center operator, and wrap-around services,
for individuals who are homeless or at risk of becoming homeless (“Project”).
B.Contractor has submitted to City a proposal to provide navigation center operations,
and wrap-around services, for individuals who are homeless or at risk of becoming homeless, to
City under the terms of this Agreement.
C.Based on its experience, education, training, and reputation, Contractor is qualified
and desires to provide the necessary services to City for the Project.
D.City desires to retain the services of Contractor for the Project.
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants,
and conditions contained herein, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1.CONTRACTOR SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,
Contractor shall provide services to City as described in the Scope of Services/Work attached to
this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”).
Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees.
Contractor warrants that the Services shall be performed in a competent, professional, and
satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality,
experienced, and well qualified members of the profession currently practicing under similar
conditions. In the event of any inconsistency between the terms contained in the Scope of
Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement
shall govern.
1.2 Compliance with Law. Contractor shall comply with all applicable federal, state,
and local laws, statutes and ordinances and all lawful orders, rules, and regulations when
performing the Services. Contractor shall be liable for all violations of such laws and regulations
in connection with the Services and this Agreement.
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1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such
licenses, permits, and approvals as may be required by law for the performance of the Services
required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it
has carefully considered how the Work should be performed and fully understands the facilities,
difficulties, and restrictions attending performance of the Work under this Agreement.
2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Contractor is an essential
condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this
Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither
Party shall be accountable for delays in performance caused by any condition beyond the
reasonable control and without the fault or negligence of the non-performing Party. Delays shall
not entitle Contractor to any additional compensation regardless of the Party responsible for the
delay.
3. COMPENSATION OF CONTRACTOR
3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed
for the services rendered under this Agreement in accordance with the schedule of fees set forth in
Exhibit “A”.
3.2 Method of Payment. In any month in which Contractor wishes to receive
payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the
invoice, no later than the first working day of such month, in the form approved by City’s finance
director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized
services performed. City shall pay Contractor for all expenses stated in the invoice that are
approved by City and consistent with this Agreement, within thirty (30) days of receipt of
Contractor’s invoice.
3.3 Changes. In the event any change or changes in the Services is requested by City,
Parties shall execute a written amendment to this Agreement, specifying all proposed amendments,
including, but not limited to, any additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents, work product, or
Work, when required by the enactment or revision of any subsequent law; or
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Contractor’s profession.
3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being
appropriated by the City Council of City for each fiscal year. If such appropriations are not made,
this Agreement shall automatically terminate without penalty to City.
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4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All Services rendered under this Agreement shall be
performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time
period extension must be approved in writing by the Contract Officer.
4.3 Force Majeure. The time for performance of Services to be rendered under this
Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor
notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure
Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s
performance and is one or more of the following: (1) Acts of God or other natural disasters
occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of
governmental authorities (including, without limitation, unreasonable and unforeseeable delay in
the issuance of permits or approvals by governmental authorities that are required for the Work);
and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of
governmental authorities,” includes ordinances, emergency proclamations and orders, rules to
protect the public health, welfare and safety, and other actions of the City in its capacity as a
municipal authority. After Contractor notification, the Contract Officer shall investigate the facts
and the extent of any necessary delay, and extend the time for performing the Services for the
period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is
justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to
this Agreement. The Contractor will not receive an adjustment to the contract price or any other
compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in
accordance with the termination provisions of this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement,
this Agreement shall continue in full force and effect for a period of five years, with one three-
year (3-year) option and one two-year (2-year) to extend, commencing on February 1, 2022, and
ending on January 31, 2032, unless extended by mutual written agreement of the Parties.
4.5 Termination Prior to Expiration of Term. City may terminate this Agreement
at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where
termination is due to the fault of Contractor and constitutes an immediate danger to health, safety,
and general welfare, the period of notice shall be such shorter time as may be determined by the
City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services
except such as may be specifically approved by the Contract Officer. Contractor shall be entitled
to compensation for all Services rendered prior to receipt of the notice of termination and for any
Services authorized by the Contract Officer after such notice. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Contractor shall not be
entitled to payment for unperformed Services, and shall not be entitled to damages or
compensation for termination of Work. If the termination is for cause, the City shall have the right
to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost
thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor
may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.
Item 5A - 13
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5. COORDINATION OF WORK
5.1 Representative of Contractor. The following principal of Contractor is
designated as being the principal and representative of Contractor authorized to act and make all
decisions in its behalf with respect to the specified Services: Linda Barrack, President and Chief
Executive Officer. It is expressly understood that the experience, knowledge, education,
capability, and reputation of the foregoing principal is a substantial inducement for City to enter
into this Agreement. Therefore, the foregoing principal shall be responsible during the term of
this Agreement for directing all activities of Contractor and devoting sufficient time to personally
supervise the Services under this Agreement. The foregoing principal may not be changed by
Contractor without prior written approval of the Contract Officer.
5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her
designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer
fully informed of the progress of the performance of the Services. Contractor shall refer any
decisions that must be made by City to the Contract Officer. Unless otherwise specified, any
approval of City shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, education, capability, and reputation of Contractor, its principals and employees, were
a substantial inducement for City to enter into this Agreement. Contractor shall not contract or
issue a memorandum of understanding with any other individual or entity to perform any Services
required under this Agreement without the City Manager's express written approval. In addition,
neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation
of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement including without limitation
the insurance and indemnification requirements. If Contractor is permitted to subcontract any part
of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its
subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in
this Agreement shall create any contractual relationships between any subcontractor and City.
5.4 Independent Contractor. Neither City nor any of its employees shall have any
control over the manner, mode, or means by which Contractor, its agents or employees, perform
the Services required, except as otherwise specified. Contractor shall perform all required Services
as an independent contractor of City and shall not be an employee of City and shall remain at all
times as to City a wholly independent contractor with only such obligations as are consistent with
that role; however, City shall have the right to review Contractor’s work product, result, and
advice. Contractor shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of City. Contractor shall pay all wages, salaries, and other
amounts due personnel in connection with their performance under this Agreement and as required
by law. Contractor shall be responsible for all reports and obligations respecting such personnel,
including, but not limited to: social security taxes, income tax withholding, unemployment
insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind
City in any manner.
5.5 Personnel. Contractor agrees to assign the following individuals to perform the
services in this Agreement. Contractor shall not alter the assignment of the following personnel
Item 5A - 14
55575.18165\32899991.2
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without the prior written approval of the Contract Officer. Acting through the City Manager, the
City shall have the unrestricted right to order the removal of any personnel assigned by Contractor
by providing written notice to Contractor.
Name: Title:
TBD Critical Wrap Around Case Manager(s) 3.0 FTE
TBD Intake, Eligibility and Assessments –Case Manager 1.0 FTE
TBD Security/Emergency Intake 5.0 FTE
TBD Residential - Live Skills Spec 5.0 FTE
TBD Employment Spec 1.0 FTE
TBD Maint. 2.0 FTE
TBD Food Service 2.5 FTE
TBD Housekeeping 1.0 FTE
TBD Grounds and Public Areas / Instruct 1.0 FTE
TBD Kitchen helper 1.5 FTE
TBD Services Dir 1.0 FTE
TBD Client Services Coordinator 1.0 FTE
TBD Operation Coordinator 1.0 FTE
TBD Asst Service Coordinator 1.0 FTE
TBD HMIS Entry, Analysis and Reporting 1.0 FTE
5.6 California Labor Code Requirements.
A. Contractor is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain “public works” and “maintenance” projects
(“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public
works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration,
demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage
Laws. Contractor shall defend, indemnify and hold the City, its 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. It shall be mandatory upon
the Contractor and all subcontractors to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1).
B. If the Services are being performed as part of an applicable “public works”
or “maintenance” project and if the total compensation is $15,000 or more for maintenance or
$25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to
Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such
Services must be registered with the Department of Industrial Relations. Contractor shall maintain
registration for the duration of the Project and require the same of any subcontractors, as
Item 5A - 15
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applicable. This Agreement may also be subject to compliance monitoring and enforcement by
the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with
all applicable registration and labor compliance requirements.
5.7 Background Check. All of Contractor’s employees, including volunteers and
subcontractors’ employees who provide direct services to clients, will require a Live Scan
fingerprint background check to be arranged for by Contractor at Contractor’s sole expense.
Contractor shall maintain all Live Scan records in a secure and confidential site at all times, and
verification of status shall be included in reports provided to City and made available to the City
immediately upon request as permitted by law.
6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as
set forth in the attached Exhibit "B", incorporated herein by reference.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, Contractor shall
defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its
elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified
Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims
arising from injuries to or death of persons (Contractor’s employees included), for damage to
property, including property owned by City, for any violation of any federal, state, or local law or
ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions,
or willful misconduct committed by Contractor, its officers, employees, representatives, and
agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This
indemnification clause excludes Claims arising from the sole negligence or willful misconduct of
the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set
forth in this Agreement be construed to limit Contractor’s indemnification obligation or other
liability under this Agreement. Contractor’s indemnification obligation shall survive the
expiration or earlier termination of this Agreement until all actions against the Indemnified Parties
for such matters indemnified are fully and finally barred by the applicable statute of limitations or,
if an action is timely filed, until such action is final.
7.2 Design Professional Services Indemnification and Reimbursement. If
Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under Civil Code section 2782.8),
then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated
herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining
a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim,
including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
Item 5A - 16
55575.18165\32899991.2
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8. RECORDS AND REPORTS
8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer
reports concerning the performance of the Services required by this Agreement, or as the Contract
Officer shall require.
8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all
time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall
keep such books and records as shall be necessary to properly perform the Services required by
this Agreement and enable the Contract Officer to evaluate the performance of such Services. The
Contract Officer shall have full and free access to such books and records at all reasonable times,
including the right to inspect, copy, audit, and make records and transcripts from such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Contractor in the performance of this Agreement shall
be the property of City. Contractor shall deliver all above-referenced documents to City upon
request of the Contract Officer or upon the termination of this Agreement. Contractor shall have
no claim for further employment or additional compensation as a result of the exercise by City of
its full rights or ownership of the documents and materials. Contractor may retain copies of such
documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts
embodied in such documents.
8.4 Release of Documents. All drawings, specifications, reports, records, documents,
and other materials prepared by Contractor in the performance of Services under this Agreement
shall not be released publicly without the prior written approval of the Contract Officer.
8.5 Audit and Inspection of Records. After receipt of reasonable notice and during
the regular business hours of City, Contractor shall provide City, or other agents of City, such
access to Contractor’s books, records, payroll documents, and facilities as City deems necessary
to examine, copy, audit, and inspect all accounting books, records, work data, documents, and
activities directly related to Contractor’s performance under this Agreement. Contractor shall
maintain such books, records, data, and documents in accordance with generally accepted
accounting principles and shall clearly identify and make such items readily accessible to such
parties during the term of this Agreement and for a period of three (3) years from the date of final
payment by City hereunder.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of California,
or any other appropriate court in such county, and Contractor covenants and agrees to submit to
the personal jurisdiction of such court in the event of such action.
9.2 Interpretation. This Agreement shall be construed as a whole according to its fair
language and common meaning to achieve the objectives and purposes of the Parties. The terms
of this Agreement are contractual and the result of negotiation between the Parties. Accordingly,
Item 5A - 17
55575.18165\32899991.2
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any rule of construction of contracts (including, without limitation, California Civil Code Section
1654) that ambiguities are to be construed against the drafting party, shall not be employed in the
interpretation of this Agreement. The caption headings of the various sections and paragraphs of
this Agreement are for convenience and identification purposes only and shall not be deemed to
limit, expand, or define the contents of the respective sections or paragraphs.
9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No
consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or
approval of any subsequent act of Contractor. Any waiver by either Party of any default must be
in writing. No such waiver shall be a waiver of any other default concerning the same or any other
provision of this Agreement.
9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are
cumulative. The exercise by either Party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other Party.
9.5 Legal Action. In addition to any other rights or remedies, either Party may take
legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.6 Attorney Fees. In the event any dispute between the Parties with respect to this
Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be
entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party
all reasonable costs and expenses. These include but are not limited to reasonable attorney fees,
expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in
collection of any judgment entered in such proceeding.
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees. No officer or employee of City
shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default
or breach by City or for any amount which may become due to the Contractor or its successor, or
for breach of any obligation of the terms of this Agreement.
10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the
City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor
enter into any agreement of any kind with any such officer or employee during the term of this
Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or
given, and will not pay or give, any third party any money or other consideration in exchange for
obtaining this Agreement.
10.3 Covenant Against Discrimination. In connection with its performance under this
Agreement, Contractor shall not discriminate against any employee or applicant for employment
Item 5A - 18
55575.18165\32899991.2
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because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national
origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity),
sexual orientation, gender identity, gender expression, physical or mental disability, or medical
condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and
that employees are treated during their employment, without regard to any prohibited basis. As a
condition precedent to City’s lawful capacity to enter this Agreement, and in executing this
Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any
discrimination arising from or related to any prohibited basis in any Contractor activity, including
but not limited to the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship; and further, that Contractor is in full compliance
with the provisions of Palm Springs Municipal Code Section 7.09.040, including without
limitation the provision of benefits, relating to non-discrimination in city contracting.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication that
either Party desires, or is required to give to the other Party or any other person shall be in writing
and either served personally or sent by pre-paid, first-class mail to the address set forth below.
Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed
as provided in this Section. Either Party may change its address by notifying the other Party of
the change of address in writing.
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: Martha’s Village & Kitchen, Inc.,
Attention: Linda Barrack
83791 Date Ave
Indio, CA 92201-4737
11.2 Integrated Agreement. This Agreement constitutes the entire understanding
between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements,
representations, and understandings, if any, made by or among the Parties with respect to the
subject matter in this Agreement.
11.3 Amendment. No amendments or other modifications of this Agreement shall be
binding unless through written agreement signed by all Parties.
11.4 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law. In the event that
any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this
Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of
competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining
Item 5A - 19
55575.18165\32899991.2
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phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted
to carry out the intent of the Parties.
11.5 Successors in Interest. This Agreement shall be binding upon and inure to the
benefit of the Parties’ successors and assignees.
11.6 Third Party Beneficiary. Except as may be expressly provided for in this
Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement
be construed as conferring, any rights, including, without limitation, any rights as a third-party
beneficiary or otherwise, upon any entity or person not a party to this Agreement.
11.7 Recitals. The above-referenced Recitals are hereby incorporated into the
Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees
that such Party is bound, for purposes of this Agreement, by the same.
11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant
that they are duly authorized to execute this Agreement on behalf of Parties and that by so
executing this Agreement the Parties are formally bound to the provisions of this Agreement.
11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
[SIGNATURES ON NEXT PAGE]
Item 5A - 20
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SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF PALM SPRINGS AND
MARTHA’S VILLAGE AND KITCHEN
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
“CITY”
City of Palm Springs
Date:__________________________ By: _______________________________
Justin Clifton
City Manager
APPROVED AS TO FORM: ATTEST
By: ___________________________ By: _______________________________
Jeffrey S. Ballinger, Anthony Mejia
City Attorney City Clerk
Corporations require two notarized signatures. One signature must be from Chairman of Board,
President, or any Vice President. The second signature must be from the Secretary, Assistant
Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CONTRACTOR NAME:
______________________________________ Check one: ___ Individual ___ Partnership ___ Corporation
______________________________________
Address
______________________________________
By____________________________________ By______________________________________
Signature (Notarized) Signature (Notarized)
Item 5A - 21
55575.18165\32899991.2
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55575.18165\32899991.2
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EXHIBIT “A”
CONTRACTOR’S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
Item 5A - 23
55575.18165\32899991.2
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CONTRACTOR’S
SCOPE OF SERVICES/WORK
Scope of Services for 3589 McCarthy Road, Palm Springs
Contractor is entering into an agreement with the City of Palm Springs for use of 3589
McCarthy Road to assist unsheltered homelessness in Palm Springs. Specifically, the
facility will serve as a Navigation Center with associated activities for homeless
individuals, provide shelter and interim housing, commercial kitchen operations,
counseling services, job training, case management support, and general administrative
office functions. A primary function of the Navigation Center is to connect individuals to
and navigate them through housing resources.
FACILITY RULES AND REQUIREMENTS.
Cause No Disturbance. The Contractor shall monitor outdoor parking areas, walkways,
and adjoining properties and shall take all necessary measures to ensure that customers
do not loiter, create noise, litter, or cause any disturbances while on-site. The Contractor
or subcontractors shall ensure that at closing time, all customers leave the property
promptly and that the property is clean and secure before the owner/operator leaves the
premises.
Grounds for Revocation. Non-compliance with any of these rules or with City codes and
ordinances, State laws; any valid citizen complaints or policing and safety problems (not
limited to excessive alcohol consumption, noise, disturbances, sign s, etc.) regarding the
operation of the establishment; as determined by the Chief of Police or the Director of
Building and Safety, may result in proceedings to terminate the Agreement. In addition,
violations of the City Codes and Ordinances will result in enforcement actions which may
include citations, arrest, temporary business closure, or termination of this Agreement.
Comply with City Noise Ordinance. The Contractor shall comply with the provisions of
Section 11.74 Noise Ordinance of the Palm Sprin gs Municipal Code. Violations may
result in revocation of this Agreement.
Kitchen Operations. The Contractor will provide meals in accordance with the USDA to
the homeless. The Contractor will operate and manage a commercial kitchen and dining
room. The Contractor will leverage its culinary arts training program in other facilities as
a model for the Navigation Center campus.
Shelter Operations. The Contractor will distribute health and hygiene supplies to all
residents and will provide evening and morning meals and snacks, laundry services, etc.
Security/Emergency Intake. The Contract will provide 3.0 FTE Monday-Sunday, 365
days, 24 hours. The Contractor will utilize 6 security staff to be shared across other
facilities and Navigation Center for training.
Item 5A - 24
55575.18165\32899991.2
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Loitering. Patrons of the facility shall not be permitted to loiter on the subject site or on
adjacent parcels. On-site security staff shall be responsible for monitoring and reporting
incidents of loitering.
Lighting. City to provide adequate lighting at all entrances. Contractor to maintain lighting
and ensure building entrances remain illuminated between sunset and sunrise.
24-Hour Contact Number. The Contractor shall be required to maintain a 24-hour contact
number visible and available to the public to report any disturbances or issues related to
the facility.
Sign Applications Required. No signs are approved by this action. Separate approval
and permits shall be required for all signs in accordance with Zoning Ordi nance Section
93.20.00.
Exterior Alarms & Audio Systems. No sirens, outside paging or any type of signalization
will be permitted. Contractor may install silent alarm with remote 24-hour monitoring.
Video Cameras: Contractor may install video cameras with remote 24-hour monitoring
ability.
Outside Storage. Outside storage may be permitted as approved as a part of the
proposed plan.
No off-site Parking. Vehicles associated with the operation of the proposed development
including company vehicles or employee’s vehicles shall not be permitted to park off the
proposed building site unless a parking management plan has been approved.
Bicycle Parking. The project shall be required to provide secure bicycle parking facilities
on site for use by patrons and employees. Location and design shall be approved by the
Director of Development Services
Outdoor Use. The applicant shall not be permitted to provide any facilities (such as
seating, misting systems, or shade structures) outside of the tenant spaces shown on the
approved floor plan, nor may patrons be permitted to congregate outside of the tenant
spaces except as approved by the Director of Development Services.
Addition of Building Space. Any addition of building space not currently described in the
Agreement shall require an amendment to the Agreement
Security Plan. A security plan, reviewed and approved by the Police Department, shall
be required to establish security protocol for the subject property. The security plan shall
address site lighting, security cameras, and any other security features deemed
necessary by the Police Department. The security plan may be modified by the Police
Department at any point in the future based on any identified security concerns.
On-site Security. On-site security shall conform to the minimum requirements identified
in PSMC Section 5.52. On-site security personnel shall be required to wear uniforms in
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55575.18165\32899991.2
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accordance with PSMC Section 5.52.100, or as may otherwise be approved by the Police
Department. The applicant shall provide the names of all on -site security personnel to
the Police Department and shall notify the Police Department within forty-eight (48) hours
of any changes to the list of security personnel.
CONTRACTOR RESPONSIBILITIES.
Facility Management
1. Ensure that facility is open and adequately staffed during hours of operation.
2. Maintain and manage use of equipment needed to satisfy the health, hygiene, and
immediate needs of clients, including beds, showers, restrooms, laundry, water,
snacks, and packaged food as needed.
3. Maintain and manage access to short-term storage for client belongings. Contractor
shall not provide outdoor storage for client belongings.
4. Provide equipment needed to operate the program, including computers, phones,
tables, chairs, etc.
5. Responsibly maintain cleanliness of facility.
6. Report all safety issues and maintenance issues immediately to City.
7. Ensure that property signage is posted on site as required by City, Riverside County,
or other relevant entities.
8. Program Operator will provide supplies for, and maintain, bathroom and shower
cleanliness during operating hours.
Administration
1. Provide staff to support and facilitate all operations.
2. All the Contractor and Subcontractor employees who are assigned to the Project shall
be subject to the management and direction of the Contractor, and not the City. The
Contractor will be responsible for all employer obligations toward the employees (such
as compensation, benefits and workers compensation coverage) and for compliance
with all applicable labor laws. Contractor is an independent contractor; the City shall
have no obligations as an employer to Contractor or Subcontractor employees.
3. Contractor shall, at its sole cost and expense, operate the Navigation Center and
related activities.
4. Case managers and employment specialists will utilize laptop computers with secure
internet connections to record data on site, including:
• Intake meetings with each homeless individual and family to establish a
customized path for their specific needs. Utilization of community-wide
Coordinated Entry System (CES), HOMECONNECT, to identify and prioritize
homeless individuals. If client opts not to participate in establishing the
customized path for their specific needs, Contractor shall make subsequent
attempts to have client participate in establishing the customized path for
their specific needs if or when client visits the Navigation Center again.
• Collecting and analyzing statistical records, including clients’ intake data,
program participation, client records, and demographic profiles. If client opts
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not to participate in providing such intake data, Contractor shall make
subsequent attempts to collect such client intake data if or when client visits
the Navigation Center again.
• Data collection and data entry into the agency’s C-Star database and HMIS.
Utilization of Logic Model, Contractor’s foundation of measurement and
tracking the impact of analysis. If client opts not to participate in providing
such data, Contractor shall make subsequent attempts to collect such client
data if or when client visits the Navigation Center again.
• Preparation and presentation of regular reports that includes information
regarding: progress toward stated outcomes, evaluation of data and
programs; analysis of success and barriers; integration of Housing First best
practices; analysis of successes and barriers, and review of trends in
services and/or population served.
5. Ensure that records are properly kept and documents containing confidential and/or
personal-identifying information are stored securely.
• Provide and document Intakes, Screening and Assessments using County of
Riverside Coordinated Entry and HMIS system(s) when available. Intake
data to include Vulnerability Index - Service Prioritization Decision
Assistance Tool (VI-SPDAT), client demographics, and frequency of visits on
a daily, monthly, and annual basis. If HMIS system is not available,
Contractor to record intake data using an alternative system on a temporary
basis and add into HMIS system when available.
• Provide digital data files to City in format consistent and compatible with the
State of California Business, Consumer Services, and Housing Agency
reporting requirements.
6. Provide regular performance and progress reports to City.
7. Contractor will designate a lead staff person to serve as the Navigation Center
Manager with Management Team support. This staff person will be available on call
by cell phone when not on site.
8. Identify partners and enter into agreements as needed with entities delivering
services in connection with this scope of work. Including but not limited to the
services agreement, memorandums of understanding with other partners yet t o be
determined, and grant funding agreements with other entities. Negotiate and
administer subcontracts related to this scope of work. This will include performance
monitoring and reporting as specified by those agreements.
9. Set standards and monitor performance in service delivery, program operations,
budget management, and outcomes.
Programs and Services
1. Operate Interim Housing Program
2. Programs and services provided in connection with the facility will be primarily
focused on unsheltered homeless individuals.
3. Programs and services will be conducted in a manner that presents low barrier to
access.
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4. No individual shall be discriminated against or denied access to services based on
actual or perceived race, color, religion, ancestry, national origin, disability, medical
condition, marital status, domestic partner status, sex, gender, gender identity,
gender expression, or sexual orientation.
5. Programs and Services to include:
• Case Management: Provide full assessment for what services each client
needs. Perform VI-SPADT for all clients. Individualized client selected case
plans and assistance with case plans, counseling, transportation,
assessments, assistance with mainstream benefits, support, information,
referrals, and follow up services to ensure stability in housing. Martha's will
follow up with clients up to 12 months after exiting.
• Housing Stabilization: Assist individuals in obtaining permanent housing,
supportive housing, shelter, or program placement. This includes intake and
assessment for the Coordinated Entry System and Continuum of Homeless
Management Information System, and other housing resources like housing
document assistance, housing location services, or affordable housing
waitlists.
• Behavioral Health Services: Crisis intervention, psychiatric assessments,
recovery management, medication services, case management, and dual -
diagnosis treatment.
• Physical Health Services: Comprehensive medical and dental care, including
primary care, pediatrics, psychology, STI & HIV testing, family practice,
behavioral health, women’s health, family planning, psychiatry, veteran’s
health, and COVID-19 testing.
• Benefits and Essential documentation: Assess clients for eligibility for
benefits and support in obtaining MediCal/CalAIM, CalFresh, Social Security
eligibility, and other federal, state, and county programs; assist individuals in
acquiring documentation needed to obtain mainstream be nefits
• Education and Employment Services: Job preparation, adult education,
career development, and job placement assistance; includes ELL training,
GED acquisition, assistance with applications, support to acquire skills
training in alignment with Riverside County’s Workforce Development
Board’s identified regional labor market needs, onsite training in culinary
arts, including food handlers, first aid training, and job training for youth.
• Other Services: Life skills, including budgeting, laundry, food services,
cleaning, accessing community resources, maintaining rental property,
instructions regarding fair housing, including landlord and tenant
responsibilities; wellness planning, health planning, including selecting a
doctor and renewing benefits; soft skills of working with roommates and
landlords.
• Kitchen Operations: Provide meals in accordance with the USDA; operate
and manage commercial kitchen and dining room.
6. The Contractor, with and City staff from the Police, Facilities, and Community and
Economic Development departments, agrees to conduct quarterly forums for area
residents and business owners in order to receive input on any neighborhood
security issues and discuss potential resolutions.
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7. The Contractor shall also work with City staff from the Police, Facilities, and
Community and Economic Development departments to amicably resolve
complaints related to the operations at this property.
CITY OF PALM SPRINGS RESPONSIBILITIES.
1. The City of Palm Springs will continue to be responsible for maintenance and
repairs needed to keep the facility in safe and habitable condition. Contractor will
provide staff to oversee and operate the facility.
2. Develop site of Navigation Center as mutually agreed upon.
3. The City will be responsible for the physical condition of the Premises
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Schedule of Fees
Staffing FTE Cost/ w benefits
Critical Wrap Around Case Manager(s) 3.0 182,224
Intake, Eligibility and Assessments Case Manager 1.0 44,928
Security/Emergency Intake 5.0 224,640
Residential - Live Skills Spec 5.0 212,160
Employment Spec 1.0 49,920
Maint 2.0 99,840
Food Service/ Cooks 2.5 115,440
Housekeeping 1.0 39,936
Grounds and public areas keeper / instruct 1.0 42,432
Kitchen Helper/ Commodities Driver 1.5 63,648
Services Dir 1.0 102,000
Client Services Coordinator 1.0 84,000
Operation Coordinator 1.0 84,000
Asst Service Coordinator 1.0 74,880
HMIS Entry, Analysis and Reporting 1.0 49,920
28.0
1,469,968
Expenses Amount
71350 · Cell Phone Reimbursement 3,600
71500 · Employee Screening 2,000
71600 · Employee Recruitment 2,000
72700 · Software Subscriptions 10,000
73000 · Dining Room Supplies 13,000
73100 · Food Purchases 70,000
73200 · Uniforms 2,000
74100 · Drug Screening 2500
77020 · Building Maintenance Contract 19,000
77025 · Building Maintenance Repair 30,000
77030 · Cleaning Supplies -COVID 24,000
77031 · COVID19 Supplies 30,000
77035 · Client Supplies 30,000
77037 · Client Travel 2,500
77040 · Computer & Software & Printers 35,000
77070 · Equipment Lease / Purchase 20,000
77075 · Equipment Maintenance 21,600
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77080 · Internet / and related services 3,000
77090 · Landscaping 5,000
77170 · Minor Equipment 5,000
77180 · Minor Furniture 6,000
77190 · Office Supplies 24,000
77200 · Operating Supplies 21,000
77210 · Pest Control 5,000
77220 · Shipping & Postage 1,500
77230 · Printing 1,500
77270 · Telephone 5,000
77280 · Training 5,000
77290 · Trash Services 35,000
77300 · Travel Staff mileage 6,000
77310 · Utilities - Electric 211,350
77320 · Utilities - Water 26,125
77330 · Vehicle Maintenance 5,000
77335 · Vehicle Other 5,000
Total Expense
687,675
Administration
302,070
Total Annual Operating Cost
2,459,713
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Schedule of Performance
Services will commence on or about February 1, 2022, and continue for five years, with one three-
year, and one two (2) year options to extend.
Prior to commencement of the Navigation Center operations, and as needed thereafter, Contractor
shall, subject to execution of Agreement, consult with City on navigation center design, operations,
commence fund raising and grant writing, complete work necessary to set-up computers with
internet access, and commence staff training.
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55575.18165\32899991.2
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EXHIBIT “B”
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
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INSURANCE
1. Procurement and Maintenance of Insurance. Contractor shall procure and
maintain public liability and property damage insurance against all claims for injuries against
persons or damages to property resulting from Contractor’s performance under this Agreement.
Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and
content satisfactory to the City, and submit concurrently with its execution of this Agreement.
Contractor shall also carry workers’ compensation insurance in accordance with California
workers’ compensation laws. Such insurance shall be kept in full force and effect during the term
of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty
(30) days advance written notice to City of any proposed cancellation. Certificates of insurance
evidencing the foregoing and designating the City, its elected officials, officers, employees, agents,
and volunteers as additional named insureds by original endorsement shall be delivered to and
approved by City prior to commencement of services. The procuring of such insurance and the
delivery of policies, certificates, and endorsements evidencing the same shall not be construed as
a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents,
employees, and volunteers.
2. Minimum Scope of Insurance. The minimum amount of insurance required under
this Agreement shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two
million dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000.00) per occurrence;
3. Professional liability (errors and omissions) insurance with limits of at least
one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual
aggregate is:
_________ required
_________ is not required;
4. Workers’ Compensation insurance in the statutory amount as required by
the State of California and Employer’s Liability Insurance with limits of at least one million dollars
$1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s
Request for Waiver of Workers’ Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Contractor’s
insurance coverage shall be primary with respect to the City and its respective elected officials,
officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City
and its respective elected officials, officers, employees, agents, and volunteers shall be in excess
of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and
Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and
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contribution it may have against City, its elected officials, officers, employees, agents, and
volunteers.
4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required,
and if Contractor provides claims made professional liability insurance, Contractor shall also agree
in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover
claims made within three years of the completion of Contractor’s services under this Agreement,
or (2) to maintain professional liability insurance coverage with the same carrier in the amount
required by this Agreement for at least three years after completion of Contractor’s services under
this Agreement. Contractor shall also be required to provide evidence to City of the purchase of
the required tail insurance or continuation of the professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided
by authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII,
or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Contractor shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, effecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the City before work commences. City reserves the right to require
Contractor’s insurers to provide complete, certified copies of all required insurance policies at any
time. Additional insured endorsements are not required for Errors and Omissions and Workers’
Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
A. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all
work performed with the City" may be included in this statement).
B. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any
and all work performed with the City" may be included in this statement).
C. "Should any of the above described policies be canceled before the expiration date
thereof, the issuing company will mail 30 days written notice to the Certificate Holder named."
Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents or representative" is not acceptable
and must be crossed out.
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D. Both the Workers’ Compensation and Employers' Liability policies shall contain
the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees,
agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the City before
work commences. All certificates of insurance must be authorized by a person with authority to
bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to
obtain the required documents prior to the commencement of work shall not waive the Contractor’s
obligation to provide them.
7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City prior to commencing any work or services
under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate
such deductibles or self-insured retentions with respect to the City, its elected officials, officers,
employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment
of losses and related investigations, claim administration, and defense expenses. Certificates of
Insurance must include evidence of the amount of any deductible or self -insured retention under
the policy. Contractor guarantees payment of all deductibles and self-insured retentions.
8. Severability of Interests (Separation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect to
the limits of the insurer’s liability.
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