HomeMy WebLinkAboutContracts & Agreements_120-2025AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for Street Medicine Services ("Agreement") is made and entered in this
17"' day of June, 2025 ("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City") and Health Care in Action, Inc., a California nonprofit public benefit
corporation ("Consultant"). City and Consultant are sometimes individually referred to herein as
a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein,
City and Consultant agree as follows:
ARTICLE 1 — ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide Street Medicine to unsheltered individuals
services for City (the "Services"),
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 —RESPONSIBILITIES OF CITY
3.1 City designates David Rabindranath, as City's representative with respect to performance
of the Services, and such person shall have the authority to transmit instructions, receive
information, interpret and define City's policies and decisions with respect to performance
of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "A," titled "Scope of Services," which is
attached hereto and incorporated herein by reference.
4.2 The term of this Agreement shall commence on the Effective Date and expire on June 30,
2026, unless terminated earlier as provided herein.
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4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Compensation: Total compensation for Consultant's performance of the Services shall not
exceed the amount of One Hundred Forty -Nine Thousand One Hundred Thirty One
Dollars and Forty Cents ($149,131.40). City shall pay Consultant on a time and materials
basis up to the not to exceed amount in accordance with Exhibit `B," titled ("Fee
Schedule") which is attached hereto and incorporated herein by reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed during
the preceding month. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom,
and a description of reimbursable expenses related to the Services. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of Consultant's
invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or
express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section:
CITY: CONSULTANT:
City Cleric Edward Menacho, Regional Medical Director
City of Redlands Healthcare in Action
35 Cajon Street 1845 Business Center Drive, Suite 102
P.O. Box 3005 (mailing) San Bernardino, CA 92408
Redlands, CA 92373 emenacho@healtheareinaction.org
jdonaldson@cityofredlands.org Phone: (909)957-9921
Phone: (909) 798-7531
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ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not perform
any Services unless and until the required insurance listed below is obtained by Consultant.
Consultant shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self -insured or exempt from the workers' compensation laws of
the State of California. Consultant shall execute and provide City with Exhibit "C,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Consultant shall secure and maintain professional liability insurance throughout the
term of this Agreement in the amount of Two Million Dollars ($2,000,000) per claim
made. Professional liability insurance shall include medical malpractice insurance.
D. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Consultant owned vehicles used in
connection with Consultant's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
E. Consultant is expressly prohibited from assigning or subcontracting any of the Services
without the prior written consent of City. In the event of mutual agreement by the
Parties to assign or subcontract a portion of the Services, Consultant shall add such
assignee or subcontractor as an additional insured to the insurance policies required
hereby and provide City with the insurance endorsements prior to any Services being
performed by the assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses or liability,
including attorneys' fees, arising from injury or death to persons or damage to property
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occasioned by any negligent act or omission by, or the willful misconduct of, Consultant,
or its officers, employees and agents in performing the Services.
6.3 Consultant hereby grants to City a waiver of any right to subrogation which any insurer of
said Consultant may acquire against the City by virtue of the payment of any loss under
such insurance. Consultant agrees to obtain any endorsement that may be necessary to
affect this waiver of subrogation, but this provision applies regardless of whether or not
the City has received a waiver of subrogation endorsement from the insurer.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Consultant's Services. Consultant further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a govermnental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
malting a governmental decision or otherwise perform the same or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests, Consultant
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
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ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account only,
and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind
City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Consultant's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Consultant. Upon receipt of a
termination notice, Consultant shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, design calculations, drawings, specifications, reports, estimates,
summaries and such other information and materials as may have been accumulated by
Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis
for Services completed up to the date of termination.
8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Consultant
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
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are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confinnation of this Agreement.
CITY OF REDLANDS
B
Mario Sauce o, Mayor
ATTEST:
e Donaldson, City Clerk
HEALTH CARE IN ACTION, INC.
By:
Edward Menacho, Regional Medical
Director
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant will provide street medicine services that will deliver comprehensive care to
individuals experiencing homelessness within the City of Redlands encompassing the following:
• Mobile Care Delivery: Consultant will provide teams that will travel on foot, by van, or
mobile clinics to visit individuals in encampments, under bridges, parks, or streets.
• Comprehensive Care: Provide primary care, wound care, mental health support,
substance use treatment, chronic disease management, and vaccinations as deemed
appropriate.
Consultant will facilitate referrals to a spectrum of housing options, including recuperative care,
nursing facilities, assisted living, and transitional housing, tailoring solutions to individual needs
using California Advancing and Innovating Medi-Cal (CAL -AIM) services, encompassing
Enhanced Care Management (ECM) and Community Supports Services (CSS). These crucial
services are designed to secure essential documentation, establish a reliable income, and
ultimately find stable housing, alongside providing disability verification and connection to legal
services to provide the opportunity to obtain Social Security Disability Insurance (SSDI).
OUTREACH METHODS:
Consultant will provide a Peer Navigator that will assist patients Monday through Friday 8-3pm
with flexibility 3-5pm to complete documentation, orders, and referrals.
Consultant will provide a Clinical Team to provide services 1 day per week.
Consultant will also offer on -call services for after -hour calls that come after 5pm where an on -
call MD and PA are available to answer patient calls.
TEAM COMPOSITION:
Consultant will provide the following team to complete Services
• 1 Advanced Practice Provider (APP) and 1 Clinical Support Partner (CSP): HIA
will utilize an APP (Physician Assistant) and CSP (Medical Assistant) to conduct clinical
visits.
• 1 Supervising Physician: APP will be supervised by Consultant's designated
Supervising Physician of the Inland Empire, Dr. Timothy Ibrahim.
• 1 Psychiatric Consultant: Consulting Psychiatrist provides support to APPs on
difficult cases regarding assessing and heating serious mental health diagnoses.
• 1 Peer Navigator: Consultant will conduct services in the city limits of Redlands,
California for 1 dedicated day a week with 1 Peer Navigator (PN) designated to cover
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Redlands patients. The PN will be responsible for conducting ECM and CSS services and
connect patients to Consultant's clinical team for regular check ins, orders, and referrals.
• 1 Supervisor Care Manager: This supervisor is a direct support to the peer
navigator and acts a resource and guide to ensure efficient documentation, progression on
patient goals, and updates on ECM/CSS activities.
1 Referral Coordinator: Consultant will utilize a referral coordinator to expedite
and submit referrals to our partnered MCPs.
MOBILE UNIT STRUCTURE
Consultant will utilize a mobile model via Consultant owned van or personal vehicles to
conduct street medicine visits. All supplies needed to conduct clinical visits and provide
care are ready to be utilized for this contract.
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EXHIBIT "B"
FEESCHEDULE
Health Care in Action: City of Redlands
Adjusted Cost
L
Per Month by
Unadjusted % FTE for I Extended to
Expense Category
Cost Per MonthMonth 12 Months
Personnel Expenses For Direct Care Team
0.2
17,875.00
3,575.00
$ 42,900.00
Physician Assistant U1
D,2
6,084.00
1,236.80
$ 14,601.60
Clinical Support Partner
D,2
$ 9,425.00
-7
$ 1,885.00
$ 22,620,00
Supervisor Care Management (Peer Navigators)_.
Peer Navigatcr,01
6.2
T- "583-33-
Referral Coordinator
276.03
0A
27,083.33
2,709.33
§ 32,500.00
Supervising MD
0.02
$ 41,66667
83333
$ 10,000.00
Personnel Expenses Total
11,177,83
134,134.00
Operational Expenses For Direct Care
Patient Medications and Supplies for uninsured
60.00
$ GO.Do
$ 720.00
Llbor 7ransportation to/from housing/referrals
6040
$ 60,00
$ 720.00
Short-term Vehicle Rental
$ -
Fuel
Operational Expenses Total
$ 120,00
1,440X0
Subtotal; Personnel and Operational Expenses
$ 11,297.83
$ 135,574.00
Atimind9trative Cost - Indirect Overhead (10%j
Total Cost 12,427.62 $ 149,1131.40
Grand Total $ 149,131.40
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EXHIBIT "C
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
1 am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all tines, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
HEALTH CARE IN ACZON, INC.
Date:
Edward Menacho, Regional Medical Director
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