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HomeMy WebLinkAbout4/3/2002 - STAFF REPORTS (9) DATE: March 22, 2002 TO: City Council FROM: Public Information Officer "SEPT. 11T"AFTERMATH IN OUR COMMUNITY: PREPARING FOR THE FUTURE" RECOMMENDATION: It is recommended that the City Council approve a contract with the County of Riverside and its Department of Public Social Services-Department of Community Action for the Palm Springs Human Rights Commission to conduct a community dialogue entitled, "September 111"Aftermath In Our Community: Preparing For The Future." SUMMARY: At its March 10 meeting the Palm Springs Human Rights Commission recommended conducting a community dialogue entitled, "September 11"Aftermath In Our Community: Preparing For The Future" in Palm Springs. The County of Riverside is offering to make available up to $10,000 in state money it has received, so there would be no cost to the City of Palm Springs. A subcommittee of the Human Rights Commission is working with city and county staff to plan the event tentatively scheduled from 6 to 8 p.m. Monday, May 6 at the Palm Springs Convention Center. A planning meeting is scheduled for Tuesday, March 26 at Palm Springs City Hall to discuss the program, possible speakers and a budget. BACKGROUND: Senate Bill 551 expands California's Victim Compensation Program to assist family members of victims and other Californians affected by the terrorist attacks occurring in the United States on September 11, 2001. The Department of Community Action was asked by the Riverside County Executive Office and the Department of Mental Health to assist in implementing community involvement that would meet the goals and objectives of S6551. As a result, preliminary meetings were held to determine the scope of a community dialogue in west, mid- and east county regions focusing upon tolerance, stress and preparedness in the aftermath. A collaboration has been established among host organizations that represent all county regions: Coalition for Common Ground, the City of Riverside's Human Relations Commission, The Hemet Human Relations Committee, and the Palm Springs Human Rights Commission. Other community organizations and individuals are being encouraged to participate in the planning and learn more about how they can participate. Three similar community dialogues are being planned: one in Riverside tentatively scheduled for April 17 one in Hemet tentatively scheduled for May 15 and one in Palm Springs tentatively scheduled for May 6. All three dialogues must be held before May 31. There There is an opportunity to share resources, so Palm Springs is not being asked to build 7P its own program from scratch. However, local people are being called upon to share their expertise with the community taking part in this program. The SB551 General Committee overseeing this project for the county needs to approve the program for Palm Springs' community dialogue along with a budget before or at its April 4' meeting. A contract template from the County of Riverside and its Department of Public Social Services-Department of Community Action has been given to the City of Palm Springs' legal counsel for review and recommendation. A final contract will be issued upon the SB551 General Committee's approval of the program and budget. This final contract must be signed by the City of Palm Springs before the community dialogue can be held. A copy of the contract template follows this report. A minute order is submitted for City Council consideration. du A LEE H SFELD Public Information Officer APPROVED: City N1ana25-61, Attachments: Contract Minute Order REVIEWED BY DEPT. OF FINANCE hk_�_ 7194; Riverside County Department of Public Social Services Contracts Administration Unit 10281 Kidd Street Riverside, CA 92503 PROFESSIONAL SERVICES CONTRACT: DC 1013-02 02/02 CONTRACTOR: City of Palm Springs CONTRACT TERM: through June 30, 2002 MAXIMUM REIMBURSABLE AMOUNT: $10,000 WHEREAS,the Department of Public Social Services-Department of Community Action, hereinafter referred to as DPSS-DCA, desires to provide Tolerance-Building Training Sessions; WHEREAS, the City of Palm Springs has a Human Rights Commission which is qualified to provide Tolerance-Building Training Sessions; WHEREAS,the City of Palm Springs delegates responsibility for the provision of these services to the City of Palm Springs Human Rights Commission; WHEREAS, DPSS-DCA desires the Palm Springs Human Rights Commission, hereinafter referred to as the Contractor, to perform these services in accordance with the TERMS and CONDITIONS (f&C) attached hereto and incorporated herein by this reference. The T&C specify the responsibilities of DPSS-DCA and the Contractor; NOW THEREFORE, DPSS-DCA and the Contractor do hereby covenant and agree that the Contractor shall provide said services in return for monetary compensation, all in accordance with the terms and conditions contained herein, of this Agreement. Authorized Signature for Purchasing: Authorized Signature for Contractor: Printed Name of Person Signing: Printed Name of Person Signing: David H. Read Title: Title- City Manager Address: Address: 2980 Washington Street 3200 Tahquitz Canyon Way Riverside, CA 92507 Palm Springs, CA 92263 Date Signed: Date Signed: Reviewed as to Form by City Attorney: MY_ � DC 101 M2 01/02 CITY OF PALM SPRINGS PROFESSIONAL SERVICES AGREEMENT TERMS AND CONDITIONS DC 1013-02 01102 Table of Contents I. ABBREVIATIONS.............................................................................................. .. .. ...4 II. DPSS-DCA RESPONSIBILITIES................................................................................ .. .. .. .. 4 III. CONTRACTOR RESPONSIBILITIES............................................................................... ..............4 IV. FISCAL PROVISIONS-- .. .. -- -- -- .. -- -- ----........................................................................4 A. MAXIMUM AMOUNT................................................................................................. • ..... .. ....4 B. LINE ITEM BUDGET.....................................................................................................................5 C. MODIFICATION OF TERMS.................................................................................. .. .. .. .. .5 D. METHOD, TIME, AND SCHEDULEICONDITION OF PAYMENTS..............................................5 E. FINANCIAL RESOURCES............................................................................................................6 F. RECORDS, INSPECTIONS, AND AUDITS..................................................................................6 G. SUPPLANTATION ........................................................................................................................6 H. DISALLOWANCE----------------------------------------....... ...........................................................7 V. GENERAL PROVISIONS.................................................................................... .. ............ .. .. 7 A. EFFECTIVE PERIOD--------------------------------------------------------------------------------------------------------------------7 B. CONFLICT OF INTEREST ..................................7 C. NOTICES---------------------------------------------------------------------------------------------------------------------------------------7 D. CONFIDENTIALITY ---------------------------7 E. CHILD ABUSE REPORTING-------------•----------------------------------------------------•----- •--7 F. NON-DISCRIMINATION ASSURANCE .....................................8 G. HOLD HARMLESS/INDEMNIFICATION ......................................................................................8 H. INSURANCE.........................I—......... ----------------------------------------------------------------8 I. LICENSES AND PERMITS ....... ......................10 J. INDEPENDENT CAPACITY -- .. .. .. -- .. .. .. .. .. .. .. .. ............................................10 K. SUBCONTRACT FOR SERVICES....... -- .. -- .. .. ...............................................................10 L. ASSIGNMENT -- .. .. .. -- .................................................................................................10 M. REPORTING.. ......................................................................................................................10 N. COMPLIANCE WITH RULES, REGULATIONS, REQUIREMENTS, AND DIRECTIVES..........11 O. DISPUTES...................................................................................................................................11 P. SANCTIONS............................................................................................................ 11 Q. TERMINATION............................................................................................................................11 R. GOVERNING LAW...................................................................... -- .. .. -- .. -- .. .. -- .. .. .11 S. ENTIRE AGREEMENT............................................... .... -- .. -- .. .. .. .. -- .. .. .. .. .. .. .12 LIST OF EXHIBITS Exhibit A—Line Item Budget Exhibit B--Contractor Payment Request DPSS 2076A Exhibit C--Contractor Expenditure Report DPSS 2076E Exhibit D—Instructions for Forms DPSS 2076A and 2076E DC 1013-02 01102 CONTRACT TERMS AND CONDITIONS I. ABBREVIATIONS A. "DPSS-DCA" refers to the County of Riverside and its Department of Public Social Services-Department of Community Action, which has administrative responsibility for this Agreement. B. "SB 551" refers to Senate Bill 551, signed by the Governor of California on September 25, 2001, which funds this Agreement. Il. DPSS-DCA RESPONSIBILITIES DPSS-DCA will: A. Assign staff to act as liaison between the Contractor and DPSS-DCA. B. Monitor the performance of the Contractor in meeting the terms, conditions, and services in this Agreement. DPSS-DCA, at its sole discretion, may monitor the performance of the Contractor through any combination of the following methods: periodic on-site visits, annual Inspections, evaluations, and Contractor self-monitoring- III- CONTRACTOR RESPONSIBILITIES The Contractor shall: A. Assign staff to act as liaison to DPSS-DCA. B. Assign a decision-maker representing the Contractor to attend the Riverside County September 11`" Committee meetings- C. Utilize the Program Outline approved by the Riverside County September 11t' Committee. D. Provide the following at one (1) Tolerance-Building Training Session to be held in the East County no later than May 31, 2002: 1. Tolerance-building topics in East Riverside County incorporating the pre-approved plan with presentations by diverse faith-based and community-based organizations educating residents in cultural differences. 2. Information for the community on mental health and other resources available to alleviate or reduce the impacts. 3. Multi-language materials, i.e. handouts, to reach the diverse community. E. Provide incentives such as meals, transportation, and child care to encourage attendance at the Tolerance-Building Training Sessions. F. Provide a summary report as outlined in Section V.N. IV. FISCAL PROVISIONS A. MAXIMUM AMOUNT Total payment under this Agreement shall not exceed $10,000. DC 1013-02 01/02 B. LINE ITEM BUDGET The line item budget is outlined in Exhibit A, attached hereto and incorporated herein by this reference. G. MODIFICATION OF TERMS 1. Changes may be made to individual line items in the budget, Section IV.B, provided the Contractor adequately documents the need for change and all of the following requirements are met: a. Adjustments to the budget cannot bring any line item to less than twenty percent (20%) of the original budgeted amount; b. The total amount of the Agreement does not change; c. The Contractor must submit a written request to DPSS-DCA for all program/budget modification(s) and submit justification for the requested change(s), and identify the item(s)to be reduced or increased; d. DPSS-DCA shall approve/deny such change(s) in writing prior to implementation; e. All modification requests must be submitted to DPSS-DCA; f. DPSS-DCA reserves the right to deny requests for reimbursement, or any request for reimbursement in excess of any budget line item; and g, Any such changes not meeting the above conditions must be made by Agreement amendment, signed by all parties. 2. Requests to move the date of the Tolerance-Building Training Sessions beyond the deadline outlined in Section III.D, may be requested in writing to the Executive Director of DPSS-DCA. Written approval responses must be received by the Contractor prior to implementation. D. METHOD, TIME,AND SCHEDULEICONDITION OF PAYMENTS 1. DPSS-DCA will reimburse the Contractor for services provided in accordance with the terms and conditions contained herein, in this Agreement. 2. The Contractor shall submit the Contractor Payment Request DPSS Form 2076A (Exhibit B) and Contractor Expenditure Report Form 2076E (Exhibit C) by June 7, 2002, following the instructions for completion on Instructions for Form 2076A and 2076B (Exhibit D) to request payment. Support documentation such as payroll documents, receipts for expenditures, and sign-in sheets for Tolerance-Building Training Sessions must accompany the 2076A. Exhibits B, C and D are attached hereto and incorporated herein by these references. Invoices submitted after this date may be disallowed. The Contractor may submit invoices more frequently than once a month, but in no event later than June 7, 2002. 3. Upon written request by the Contractor, DPSS-DCA may issue an advance payment to the Contractor in an amount not to exceed 25 percent of the available amount of this Agreement. Advance payments will be recaptured from each billing at the rate of 25 percent to be withheld and applied towards the advance. Outstanding advance payments will be recaptured in the final billing, if applicable. 4. In the event this Agreement is amended to increase the consideration of this Agreement, a subsequent advance payment not to exceed 25 percent of the increased amount may be authorized upon written request by the Contractor. ❑C 1013-02 01/02 5. Payments made on behalf of the Contractor to vendors or agencies other than the Contractor for services supporting this pre-approved plan will be deducted from the Maximum Agreement Amount as if paid to the Contractor directly. 6. Invoices and supporting documentation shall be submitted to: Department of Public Social Services- Department of Community Action 2038 Iowa Avenue, Suite B-102 Riverside, CA 92507 E. FINANCIAL RESOURCES The Contractor warrants that during the term of this Agreement, the Contractor shall retain sufficient financial resources necessary to perform all aspects of its obligations, as described under this Agreement. Further, the Contractor warrants that there has been no adverse material change in the Contractor, Parent, or Subsidiary business entities, resulting in negative impact to the financial condition and circumstances of the Contractor since the date of the most recent financial statements. F. RECORDS, INSPECTIONS, AND AUDITS The Contractor shall maintain auditable books, records, documents, and other evidence pertaining to costs and expenses in this Agreement. The Contractor shall maintain these records for three (3) years after final payment has been made or until all pending county, state, and federal audits, if any, are completed, whichever is later. 1. Any authorized representative of the County of Riverside, the State of California, and the federal government shall have access to any books, documents, papers, electronic data, and other records, which these representatives may determine to be pertinent to this Agreement, for the purpose of performing an audit, evaluation, inspection, review, assessment, or examination. These representatives are authorized to obtain excerpts, transcripts, and copies, as they deem necessary. Further, these authorized representatives shall have the right at all reasonable times to inspect or otherwise evaluate the work performed, or being performed, under this Agreement and the premises in which it is being performed. 2. This access to records includes, but is not limited to, service delivery, referral, financial, and administrative documents for three (3) years after final payment is made, or until all pending county, state, and federal audits are completed, whichever is later. 3. Should the Contractor disagree with any audit conducted by DPSS-DCA, the Contractor shall have the right to employ a licensed, Certified Public Accountant (CPA)to prepare and file with DPSS DCA a certified financial and compliance audit that is in compliance with generally-accepted government accounting standards of related services provided during the term of this Agreement. The Contractor shall not be reimbursed by DPSS-DCA for such an audit. 4. In the event the Contractor does not make available its books and financial records at the location where they are normally maintained, the Contractor agrees to pay all necessary and reasonable expenses, including legal fees, incurred by DPSS-DCA in conducting such an audit. G. SUPPLANTATION The Contractor shall not claim reimbursement or apply sums received for this Agreement with any other source of revenue. DC 1013-02 01/02 H. DISALLOWANCE In the event the Contractor receives payment for services under this Agreement which is later disallowed for nonconformance with the terms and conditions herein by DPSS-DCA, the Contractor shall promptly refund the disallowed amount to DPSS-DCA on request. V. GENERAL PROVISIONS A. EFFECTIVE PERIOD This Agreement is effective from through June 30, 2002. B. CONFLICT OF INTEREST The Contractor covenants that it presently has no interest, including, but not limited to, other projects or independent agreements, and shall not acquire any such interest, direct or indirect, which are, or which the Contractor believes to be, incompatible in any manner or degree with the performance of services required to be performed under this Agreement. The Contractor further covenants that in the performance of this agreement, no person having such interest shall be employed or retained by it under this agreement. The Contractor agrees to inform DPSS-DCA of all of the Contractor's interests, if any, which are or which the Contractor believes to be incompatible with any interest with DPSS-DCA. C. NOTICES All notices, claims, correspondence, and/or statements authorized or required by this agreement shall be addressed as follows: DPSS-DCA: Department of Public Social Services- Department of Community Action 2038 Iowa Avenue, Suite B-102 Riverside, CA 92507 (909) 955-4900 CONTRACTOR: City of Palm Springs David H. Ready, City Manager 3200 Tahquitz Canyon Way Palm Springs, CA 92263 All notices shall be deemed effective when they are made in writing, addressed as indicated above, and deposited in the United States mail. Any notices, correspondence, reports and/or statements authorized or required by this Professional Services Agreement, addressed in any other fashion will not be acceptable. D. CONFIDENTIALITY The Contractor shall maintain the confidentiality of all information and records and comply with all other statutory laws and regulations relating to privacy and confidentiality, subject only to any requirement for disclosure under the Public Records Act E. CHILD ABUSE REPORTING The Contractor shall establish a procedure acceptable to DPSS-DCA to ensure that all employees, volunteers, consultants, subcontractors, or agents performing services under this Agreement report child abuse or neglect to a child protective agency as defined in Penal Code, Section 11166. DC 1013.02 01/02 F. NON-DISCRIMINATION ASSURANCE The Contractor shall not discriminate in its recruiting, hiring, promoting, demoting, or terminating practices on the basis of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, age or sex in the performance of this agreement, and to the extent they shall apply, with the provisions of the California Fair Employment Practices Act (commencing with Section 1410 of the Labor Code), and the Federal Civil Rights Act of 1964 (P. L. 88-352). G. HOLD HARMLESS/INDEMNIFICATION It is understood and agreed that the Contractor is an independent contractor and that no employer- employee relationship exists between the parties hereto. The Contractor assumes exclusively the responsibility for the Contractors acts and the acts of the Contractor's employees, agents, or subcontractors as they relate to services to be provided during the course and scope of this Agreement. The Contractor hereby agrees to hold DPSS-DCA, all Agencies, Districts and Departments of the County of Riverside, their respective Directors, Officers, Board of Supervisors, employees, elected and appointed officials, agents and subcontractors, harmless from any and all claims that may be made against DPSS-DCA based upon contention by any third party that an employer-employee relationship exists by reason of this Agreement. In addition, the Contractor shall indemnify and hold DPSS-DCA, all Agencies, Districts and Departments of the County of Riverside, their respective Directors, Officers, Board of Supervisors, employees, elected and appointed officials, agents and subcontractors, harmless from any liability whatsoever, based or asserted upon services of the Contractor, its agents, employees, or subcontractors, arising out of or in any way relating to this Agreement, for property damages, bodily injury, or death or any other element of damage of any kind or nature whatsoever, and resulting from negligence or any acts, errors, or omissions of the Contractor, its Directors, Officers, agents, employees, or subcontractors hereunder, and the Contractor shall defend, at its sole expense, including but not limited to, attorney fees, DPSS-DCA, all Agencies, Districts and Departments of the County of Riverside, their respective Directors, Officers, Board of Supervisors, employees, elected and appointed officials, agents, and subcontractors in any legal claim. H. INSURANCE 1. Without limiting or diminishing the Contractors obligation to indemnify or hold the DPSS-DCA and the County of Riverside harmless, Contractor shall procure and maintain or cause to be maintained, at its sole cost and expense,the following insurance coverages during the term of this Agreement. a. Workers'Compensation: If Contractor has employees as defined by the State of California, Contractor shall maintain Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. Policy shall be endorsed to waive subrogation in favor of the DPSS-DCA and the County of Riverside, and, if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement. b. Commercial General Liability: Commercial General Liability insurance coverage, including but not limited to, premises liability, contractual liability, completed operations, personal and advertising injury covering claims which may arise from or out of Contractors performance of its obligations hereunder. Policy shall name DPSS-DCA, all Agencies, Districts, Special Districts, and Departments of the County of Riverside, their respective directors, officers, Board of Supervisors, elected officials, employees, elected or appointed officials, agents or representatives as Additional Insureds. Policy's limit of DC 1013-02 01/02 liability shall not be less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2)times the occurrence limit. c. Vehicle Liability: If Contractors vehicles or mobile equipment are used in the performance of the obligations under this Agreement, Contractor shall maintain liability insurance for all owned, non-owned or hired vehicles in an amount not less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2) times the occurrence limit. Policy shall name DPSS-DCA, all Agencies, Districts, Special Districts, and Departments of the County of Riverside, their respective directors, officers, Board of Supervisors, elected officials, employees, elected or appointed officials, agents or representatives as Additional Insureds. d. General Insurance Provisions-All lines: i. Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of Califomia and have an A.M. BEST rating of not less than an A: VIII (A: 8) unless such requirements are waived, in writing, by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term. H. The Contractors insurance carrier(s) must declare its insurance deductibles or self-insured retentions. If such deductibles or self-insured retentions exceed $500,000 per occurrence such deductibles and/or retentions shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of deductibles or self insured retentions which are deemed unacceptable to the DPSS-DCA, at the election of the County's Risk Manager, Contractor's carriers shall either; 1) reduce or eliminate such deductibles or self-insured retentions as respects this Agreement with the DPSS-DCA, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, defense costs and expenses. iii. The Contractor shall cause their insurance carrier(s) to furnish the County of Riverside with 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein; or, 2) if requested to do se orally or in writing by the County Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full farce and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) shall provide no less than thirty (30) days written notice be given to the County of Riverside prior to any material modification or cancellation of such insurance. In the event of a material modification or cancellation of coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverages and the insurance required herein is in full force and effect. Individual(s) authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance. Contractor shall not commence operations until the County of Riverside has been furnished original Certificate (s) of Insurance and certified original copies of endorsements or policies of insurance including all endorsements and any and all other attachments as required in this Section. iv. It is understood and agreed by the parties hereto and the Contractors insurance company(s), that the Certificate(s) of Insurance and policies shall so covenant and shall be DC 1013-02 01102 construed as primary insurance, and the DPSS-DCRs insurance and/or deductibles and/or self-insured retentions or self-insured programs shall not be construed as contributory. v. Contractor shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement. vi. If Contractor, as a consequence of this Agreement, arranges a subcontract with a company properly licensed to transport individuals, Contractor shall require Vehicle Liability limits of liability of at least $5,000,000 per occurrence combined single limit and require the subcontractor to endorse their vehicle policy to include DPSS-DCA, all Agencies, Districts, Special Districts, and Departments of the County of Riverside, their respective directors, officers, Board of Supervisors, elected officials, employees, elected or appointed officials, agents or representatives as Additional Insureds. I. LICENSES AND PERMITS In accordance with the provisions of Chapter 9 of Division 3 of the Business and Professions Code concerning the licensing of Contractors, all Contractors shall be licensed, if required, in accordance with the laws of this State and any Contractor not se licensed is subject to the penalties imposed by such laws. The Contractor warrants that it has all necessary permits, approvals, certificates, waivers, and exemptions necessary for the provision of services hereunder and required by the laws and regulations of the United States, State of California, the County of Riverside and all other appropriate governmental agencies, and shall maintain these throughout the term of this agreement. J. INDEPENDENT CAPACITY Each party shall act in an independent capacity and riot as an agent or employee of the other. K. SUBCONTRACT FOR SERVICES No agreement shall be made by the Contractor with any party to furnish any of the services herein contained without the prior written approval of DPSS-DCA. This provision shall not require the approval of agreements of employment between the Contractor and personnel assigned for services thereunder. The Contractor shall insure that all subcontractors provide services that comply with all applicable provisions of the California Welfare and Institutions Code, all applicable laws and regulations of the United States and State of California, and all administrative regulations, rules and policies adopted thereunder, as each and all may now exist or be hereinafter amended or changed. L. ASSIGNMENT The Contractor shall not assign any interest in this Agreement, and shall not transfer any interest in the same,whether by assignment or novation,without the prior written consent of DPSS-DCA. M. REPORTING The Contractor shall submit a training session summary report by June 7, 2002 to: DPSS-DCA 2038 Iowa Avenue, Suite 13102 Riverside, CA 92507-3825 Do 1013-02 01102 The training session summary report shall include at a minimum the following information-. 1. The nature of the services provided. 2. The total number of people attending the training. 3. The date, time, and location of the event. 4. The total cost of the event- N. COMPLIANCE WITH RULES, REGULATIONS, REQUIREMENTS, AND DIRECTIVES The Contractor shall comply with all rules, regulations, requirements, and directives of the California Department of Social Services, other applicable state agencies, and funding sources which impose duties and regulations upon DPSS-DCA, which are equally applicable and made binding upon the Contractor as though made with the Contractor directly. O. DISPUTES Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement, which is not disposed by Agreement, shall be disposed by DPSS-DCA which shall furnish the decision in writing. The decision of DPSS-DCA shall be final and conclusive until determined by a court of competent jurisdiction to have been unreasonable. The Contractor shall proceed diligently with the performance of the agreement pending DPSS-DCA' decision. Any additional performance during this time period shall be compensated. P. SANCTIONS Failure by the Contractor to comply with, after notice and a reasonable time period to cure, any of the provisions covenants, requirements, or conditions of this Agreement including, but not limited to, reporting and evaluation requirements, shall be a material breach of this Agreement. In such event, DPSS-DCA may immediately terminate this Agreement and may take other remedies available by law, or otherwise specified in this Agreement. DPSS-DCA may also-, 1. Discontinue reimbursement to the Contractor for, and during the period in which the Contractor is in breach, the reimbursement of which the Contractor shall not be entitled to recover later; and/or 2. Withhold funds pending a cure of the breach; and/or 3. Offset against any monies billed by the Contractor but yet unpaid by DPSS-DCA. DPSS-DCA shall give the Contractor notice of any action pursuant to this paragraph, the notice of which shall be effective when given. Q. TERMINATION This Agreement may be terminated without cause by either party by giving ten (10) days written notification to the other party. In the event of termination by either party, DPSS-DCA shall make payment for all services performed up to the date that written notice was given in a prorated amount. R. GOVERNING LAW This Agreement shall be interpreted according to the laws of the State of California. Jurisdiction and venue shall be agreed upon in the appropriate courts in the County of Riverside, State of California. Should action be brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to attorney's fees in addition to whatever other relief is granted. DC 1 01 3-02 01102 S. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof, and all prior or contemporaneous Agreements of any kind or nature relating to the same shall be deemed to be merged herein. MINUTE ORDER NO. APPROVING A CONTRACT WITH THE COUNTY OF RIVERSIDE AND ITS DEPARTMENT OF PUBLIC SOCIAL SERVICES-DEPARTMENT OF COMMUNITY ACTION FOR THE: PALM SPRINGS HUMAN RIGHTS COMMISSION TO CONDUCT A COMMUNITY DIALOGUE ENTITLED, "SEPTEMBER 11T" AFTERMATH IN OUR COMMUNITY: PREPARING FOR THE FUTURE" AT NO CAST TO THE CITY. ------------------ I HEREBY CERTIFY that this Minute Order, approving a contract with the County of Riverside and its Department of Public Social Services-Department of Community Action regarding a community dialogue entitled: "September 11`h Aftermath In Our Community: Preparing For the Future' at no cost to the City, was adopted by the City Council of the City of Palm Springs, California, in a meeting thereof held on the 3rtl day of April, 2002. PATRICIA A. SANDERS City Clerk T3