PROFESSIONAL SERVICES AGREEMENT
(OPIOID SETTLEMENT FUNDING AGREEMENT)
By and Between the
CITY OF ANAHEIM
and
KTMV INVESTMENTS, LLC
TABLE OF CONTENTS
Page
Section 1. Status of Parties 2
1.1 City 2
1.2 Provider 2
Section 2. Services of Provider. 2
2.1 Scope of Services 2
2.2 Services to be Provided As Required 2
2.3 Time for Performance 2
2.4 Compliance with Law 3
2.5 Licenses, Permits, Fees and Assessments 3
2.6 Nondiscrimination 3
2.7 Familiarity with Work 3
2.8 Additional Services 3
2.9 Reporting 3
Section 3. Term. 3
Section 4. Compensation. 4
4.1 Amount of Compensation 4
4.2 Billing and Payment Procedures 4
Section 5. Coordination of Services. 4
5.1 Representative of City 4
5.2 Representative of Provider 4
5.3 Prohibition Against Subcontracting and Assignments 4
5.4 Independent Provider 5
Section 6. Insurance and Indemnification 5
6.1 Insurance 5
6.2 Indemnification 7
Section 7. Enforcement of Agreement. 8
7.1 Events of Default 8
7.2 Immediate Termination for Provider's Default 8
7.3 Termination Without Cause 8
Section 8. Use and Ownership of Documents and Data. 8
8.1 Data to be Furnished by City 8
8.2 Ownership of Documents 8
Section 9. Miscellaneous Provisions 9
9.1 Waiver 9
9.2 Notices 9
9.3 Relationship of Parties 9
9.4 No Third Party Rights 9
9.5 Non-Liability of Members, Officials and Employees of the City 10
9.6 Controlling Law 10
9.7 Time of the Essence 10
9.8 Remedies Cumulative 10
9.9 Effect of Invalidity 10
9.10 Successors and Assigns 10
9.11 Entire Agreement 10
9.12 Authority 11
9.13 Conflicts of Interest 11
9.14 Time for Acceptance of Agreement by City 11
9.15 Conflicts or Inconsistencies 12
EXHIBITS
Exhibit A
Exhibit B
Scope of Services
Compensation
11 PROFESSIONAL SERVICES AGREEMENT
(OPIOID SETTLEMENT FUNDING AGREEMENT)
This PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is made and entered into as of ,2025 (the "Effective Date"), by and between CITY OF ANAHEIM, a charter city and municipal corporation organized under the constitution and laws of the State of California (the "City"), A
KTMV INVESTMENTS, LLC, a California limited liability corporation (the "Provider").
RECITALS
A. On July 21, 2021, the State of California and the California public entities' counsel reached agreements to resolve all opioid related claims and litigation against three large opioid distributors (McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation) (the "Distributor Settlement Agreement") and opioid manufacturer Janssen Pharmaceuticals (the "Janssen Settlement Agreement"). Both Settlement Agreements along with any and all other opioid related settlement agreements (collectively hereinafter referred to as, "National Opioid Settlement Agreements"), are incorporated herein by reference.
B. The City approved participation in the National Opioid Settlement Agreements in December 2021. As detailed in Exhibit E of the National Opioid Settlement Agreement and the Department of Healthcare Services High Impact Abatement Activities (I-IIAA) table, funds received from the settlements can only be used for approved core strategies and approved uses, including, but not limited to, treatment, supportive recovery services, and treatment infrastructure expansion for people affected by Opioid Use Disorder ("OUD") with and without co-oceun -ing mental health conditions and other vulnerable populations disproportionately affected by OUD.
C. On December 13, 2021, the City executed a Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds for both the Distributor Settlement and Janssen Settlement, to govern the allocation, distribution, and use of Settlement Fund payments made pursuant to the Distributor Settlement Agreement and the Janssen Settlement Agreement (the "Allocation Agreements"). Both Allocation Agreements, and any similar future financial disbursement agreements, are incorporated herein by reference.
D. Pursuant to the requirements of the National Opioid Settlement Agreements, and the Allocation Agreements, the City issued a Request for Proposals (the "RFP") dated November 8, 2024, seeking proposals from qualified providers for recovery services and housing, and as generally described in Exhibit A attached hereto and incorporated herein by this reference (the 1 "Services"). A copy of the RFP is on file in the Department of Housing and Community Development of the City of Anaheim and is incorporated herein by this reference.
E. In response to the RFP, Provider has submitted a proposal (the "Proposal") to respond to the City's need, which Proposal is on file in the office of the Housing and Community Development Department Director and is incorporated herein by this reference.
F. The City and Provider (each, a "Party" and jointly, the "Parties") desire to enter into an agreement pursuant to which the Provider will provide the Services as requested by the City.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE CITY AND THE PROVIDER AGREE AS FOLLOWS:
Section 1. Status of Parties.
1.1 City. The Provider acknowledges that City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City of Anaheim; and
1.2 Provider. Provider represents that Provider is a California limited liability corporation, formed and in good standing under all applicable laws.
Section 2. Services of Provider.
2.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the National Opioid Settlement Agreements, and the Allocation Agreements, Provider shall provide the Services on an "as required" basis (the "Scope of Services"), as authorized by the Director (as hereinafter defined in Section 5.1). Provider represents and warrants that all Services to be provided hereunder shall be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services.
2.2 Services to be Provided As Required. Provider acknowledges and agrees that City shall request that Provider provide the Services on an "as required" basis and that City does not guaranty a minimum amount for which Provider's services shall be requested and required hereunder. Provider further acknowledges and agrees that this Agreement and any request for the provision of services hereunder is nonexclusive and that the City may enter into similar agreements with other entities for the provision of similar services.
2.3 Time for Performance. Time is of the essence in the performance of this Agreement. Provider shall perform and complete all services as may be requested pursuant to Section 2.2 hereof in a timely and expeditious manner. Provider shall perform such services in accordance with those schedules which Provider and the City may mutually agree to as to any particular service.
2 2.4 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of Anaheim and any Federal, State or local governmental City of competent jurisdiction.
2.5 Licenses, Permits, Fees and Assessments. Provider shall obtain, at Provider's 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. Provider shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services required by this Agreement.
2.6 Nondiscrimination. Provider agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry or national origin in its provision of services. To the extent this Agreement provides that Provider offer accommodations or services to the public, such accommodations or services shall be offered by Provider to the public on fair and reasonable terms.
2.7 Familiarity with Work. By executing this Agreement, Provider represents and warrants that Provider (i) has thoroughly investigated and considered the Services to be performed, (ii) has carefully considered how the Services should be provided, and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement.
Should the Provider discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by the City, Provider shall immediately inform the City of such fact and shall not proceed except at Provider's risk until written instructions are received from the City.
2.8 Additional Services. Provider shall provide Services in addition to those specified in the Scope of Services when directed to do so in writing by the City, provided that Provider shall not be required to provide any such additional Services without compensation.
2.9 Reporting. Pursuant to the National Opioid Settlement Agreements and the Allocation Agreements, the City is required to prepare written reports at least annually regarding the use of settlement funds, including certifications that all funds received have been used in compliance with the settlements, which will be reviewed by the California Department of Health Care Services ("DHCS"). Provider shall assist City and provide any and all information and confirmations requested by DHCS or necessary to complete such reports and certifications.
Section 3. Term.
The term of this Agreement shall commence on July I, 2025, and shall terminate on June 30, 2026, unless sooner terminated as provided herein ("Initial Term"). The Director is hereby authorized to renew this Agreement upon the same terms and conditions for no more than two (2) additional one-year terms after the Initial Term ("Renewal Terms"), unless Provider provides written notice of termination no less than thirty (30) days prior to completion of the term in progress; provided, however, that compensation rates may be adjusted during the renewal of each subsequent term (hereinafter the phrases "Initial Term" and "Renewal Terms," if any, shall be collectively referred to as the "Term").
3 Section 4. Compensation.
4.1 Amount of Compensation. It is understood by and agreed between the Parties to this Agreement that full and complete payment for all Services provided in accordance with this Agreement, including sub-Provider fees, if any, and reimbursable expenses, shall not exceed ONE HUNDRED AND FIFTY THOUSAND DOLLARS AND NO/100 DOLLARS ($150,000.00) ("Maximum Compensation"), without the prior written authorization of City. City agrees to pay, and Provider agrees to accept, as full compensation for Provider's services, compensation at the rates on Exhibit B attached hereto and incorporated by this reference herein.
4.2 Billing and Payment Procedures. Provider shall present monthly itemized invoices on or before the 15 th day of the month on a detailed invoice form provided by the City for Services performed during the previous month to the City. Each invoice shall state the date the Services were provided and the amount of time providing the Services. If requested by the City, Provider shall have thirty (30) days to correct discrepancies and present additional documentation evidencing the provision of Services satisfactory to the City. If the Provider fails to correct discrepancies or provide additional documentation as requested, the City reserves the right, at its sole discretion, to pay only for eligible and confirmed expenditures. The City agrees to pay the Provider for work satisfactorily performed and expenses properly incurred within thirty (30) days after the City's approval of a satisfactory invoice from the Provider describing such work and expenses, complete with necessary backup documentation. The City shall not be responsible to pay Provider for any Services or expenses in excess of the Maximum Compensation. Provider shall notify City in writing when seventy-five percent (75%) of the Maximum Compensation has been reached in any fiscal year during the Term of this Agreement.
Section 5. Coordination of Services.
5.1 Representative of City. The City's Director of Housing and Community Development, or such person's designee, (the "Director") shall represent the City in all matters pertaining to this Agreement. Whenever a reference is made herein to an action or approval to be undertaken by the City, the Director is authorized to act unless this Agreement specifically provides otherwise or the context should otherwise require.
5.2 Representative of Provider. TUAN A. VU is hereby designated as being the principal and representative of Provider authorized to act on Provider's behalf with respect to the services and work to be provided hereunder and make all decisions in connection therewith.
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal are a substantial inducement for the City to enter into this Agreement.
Therefore, the foregoing principal shall be responsible during the Term of this Agreement for directing all activities of Provider and devoting sufficient time to personally supervise the provision of Services hereunder. The foregoing principal may not be changed by Provider and no other personnel may be assigned to supervise the Services to be provided hereunder without the express written consent of the City.
5.3 Prohibition Against Subcontracting and Assignments. Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assignable 4 or transferable or encumbered in any way without the prior written consent of City. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to City. This is a professional services contract and the Provider was chosen on the basis of characteristics unique to the Provider. City shall have the right to unreasonably or arbitrarily withhold its consent to any such assignment, transfer, encumbrance, pledge, subuse, or permission.
5.4 Independent Contractor. Provider and any agent or employee of Provider shall act in an independent capacity and not as officers or employees of City. City assumes no liability for Provider's actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Provider. Provider shall not have authority to act as an agent on behalf of City unless specifically authorized to do so in writing. Provider acknowledges that it is aware that because it is an independent contractor, City is making no deduction from any amount paid to Provider and is not contributing to any fund on its behalf.
Provider disclaims the right to any fee or benefits except as expressly provided for in this Agreement.
As respects all acts or omissions of Provider relating to Provider's responsibility for taxes, bonds, payments, or other commitments, implied, or explicit, by or for Provider, the Provider agrees to indemnify, defend (at the City's option), and hold harmless the City, its officers, agents, employees, representatives, and volunteers from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising out of or in connection with the Provider's performance or failure to perform under this Section.
Section 6. Insurance and Indemnification.
6.1 Insurance. Without limiting City's right to indemnification, it is agreed that Provider shall secure, prior to commencing any activities under this Agreement, and maintain, during the Tenn of this Agreement, insurance coverage as follows:
6.1.1 Required Insurance Coverage. Provider shall secure and maintain the following insurance coverage:
(a) Workers' Compensation Insurance, as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 and must include a Waiver of Subrogation.
(b) Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Provider's Liability (if applicable), in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate. Any deductible or self-insured retention in excess of $10,000 must be disclosed to City, in writing, at the inception of this Agreement and is subject to the acceptance of the City's Risk Manager. (c) Automobile Liability Coverage, as required by California law, including—as applicable—owned, non-owned, and hired autos, in an amount not less than $2,000,000, combined single limit.
5 (d) Professional Liability, inclusive of Cyber Liability, in an amount not less than $2,000,000, and Provider shall maintain such coverage for at least one (1) year from termination of this Agreement. Any deductible or self-insured retention in excess of $10,000 must be disclosed to City, in writing, at the inception of this Agreement and is subject to the acceptance of the City's Risk Manager.
Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by City's Risk Manager prior to the inception of the final Agreement.
6.1.2 Provider agrees that each insurance policy required by this Agreement shall not be voluntarily cancelled or otherwise limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non-payment of premium which shall provide for not less than ten (10) days' notice.
6.1.3 Each insurance policy required by this Agreement, excepting policies for Professional Liability and Workers' Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
"It is agreed that any insurance maintained by Provider pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim." "The City of Anaheim, its officers, agents, employees,
representatives and City- designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim."
6.1.4 Prior to commencing any work under this Agreement. Provider shall deliver to City insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, Provider shall provide City (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to City evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best's rating of A VII or higher, or (iii) otherwise acceptable to City, with prior written permission from City. In the event that a claim or other legal action is filed against City, and if City, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then City has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that Provider shall fully defend, hold harmless, and indemnify City against any such claim or other legal action. 6 6.1.5 In addition to other remedies City may have if Provider fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option:
(a) Order Provider to stop work under this Agreement and/or withhold any payment(s) that become due to Provider hereunder until Provider demonstrates compliance with the requirements hereof;
(b) Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies City may have and is not the exclusive remedy for Provider's failure to maintain insurance or secure appropriate endorsements.
6.1.6 In the event Provider hires other persons or firms to perform some of the work related to this Agreement, Provider shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of Provider under this Agreement (except for firms that are not performing professional services—such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, Provider shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to City.
6.1.7 City's Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such reduction is in City's best interest.
6.2 Indemnification. As respects acts, errors or omissions in the performance of professional services, Provider agrees to indemnify and hold harmless City, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, to the extent arising directly out of Provider's (or Provider's contractors' or subcontractors', if any) negligent acts, errors or omissions in the performance of professional services under this Agreement, except those matters arising out of the sole negligence or willful misconduct of the City.
As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by ISO-based general and automobile liability insurance coverage, Provider agrees to indemnify, defend (at City's option), and hold harmless City, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as "Claims"), arising out of or in connection with Provider's (or Provider's contractors' or subcontractors', if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of City.
The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not City, Provider, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
7 Section 7. Enforcement of Agreement.
7.1 Events of Default. For purposes of this Section 7, the word "Default" shall mean the failure of Provider to perform any of Provider's duties or obligations or the breach by Provider of any of the terms and conditions set forth in this Agreement. In addition, Provider shall be deemed to be in Default upon Provider's (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets, (ii) making a general assignment for the benefit of creditors, (iii) being adjudged bankrupt, (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing), or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Provider's assets or of Provider's interests hereunder.
City shall not be deemed to be in Default in the performance of any obligation required to be performed by City hereunder unless and until City has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from Provider specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of City's obligation is such that more than thirty (30) days are required for its performance, then City shall not be deemed to be in Default if City shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.
7.2 Immediate Termination for Provider's Default. In the event of any Default by Provider, City may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by Provider of written notice from City. In such event, Provider shall have no further rights hereunder; City shall have all other rights and remedies as provided by law.
7.3 Termination Without Cause. Either City or Provider may terminate this Agreement at any time without the necessity of cause or Default by the other Party by giving fifteen (15) days' notice in writing to the other Party. In such event, the Parties shall have no further rights hereunder, except that Provider shall be paid for all Services rendered prior to such termination.
Section 8. Use and Ownership of Documents and Data.
8.1 Data to be Furnished by City. City shall furnish to Provider such documents and materials as may be relevant and pertinent to the provision of Services hereunder as City may possess or acquire.
8.2 Ownership of Documents. All documents and materials furnished by the City to Provider pursuant to Section 8.1 hereof shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All documents and materials prepared by Provider hereunder shall become the property of the City at the time of payment to Provider of all fees and expenses for their preparation, and shall be delivered to the City by Provider at the request of the City. The documents and materials prepared by Provider hereunder shall not be used by the City or others, except for the purpose for which they were intended. The City agrees not to associate Provider's name with any documents or materials not prepared by Provider. 8 Section 9. Miscellaneous Provisions.
9.1 Waiver. Inaction by City or Provider with respect to a Default hereunder shall not be deemed to be a waiver of such Default. The waiver by either City or Provider of any Default hereunder shall not be deemed to be a waiver of any subsequent Default.
9.2 Notices. All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either City or Provider to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:
If to City:
With copies to:
City Clerk
200 S. Anaheim Boulevard, 2nd Floor
City of Anaheim
Anaheim, California 92805
FAX No. (714) 765-4105
Grace Ruiz-Stepter, Director
Housing and Community Development Department
City of Anaheim
201 S. Anaheim Boulevard, 10th Floor
Anaheim, California 92805
FAX No. (714) 765-4630
City Attorney
City of Anaheim
200 S. Anaheim Boulevard, 3rd Floor
Anaheim, California 92805
FAX No. (714) 765-5123
To Provider: KTMV Investments, LLC
7029 E. Roundup Way
Orange, CA 92869
Phone No. (714) 595-3543
Attention: Tuan A. Vu, Manager
9.3 Relationship of Parties. Nothing contained herein shall be deemed or construed by the Parties, nor by any third party, as creating the relationship of principal and agent or of partnership or ofjoint venture between the Parties, it being understood and agreed that Provider is and will be at all times an independent contractor pursuant to this Agreement and shall not, in any way, be considered to be an officer, agent or employee of the City.
9.4 No Third Party Rights. The Parties intend that no rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.
9 9.5 Non-Liability of Members, Officials and Employees of the City. No member, official or employee of the City shall be personally liable to Provider, or any successor in interest, in the event of any Default or breach by the City or for any amount which may become due to Provider or Provider's successors, or on any obligation under the terms of this Agreement.
Provider hereby waives and releases any claim Provider may have against the members, officials or employees of the City with respect to any Default or breach by City or for any amount which may become due to Provider or Provider's successors, or any obligations under the terms of this Agreement. Provider makes such release with the full knowledge of Civil Code Section 1542 and hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil Code provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR."
9.6 Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
9.7 Time of the Essence. Time is hereby expressly declared to be the essence of this Agreement and of each and every term, covenant and condition hereof which relates to a date or a period of time.
9.8 Remedies Cumulative. The remedies given to City and Provider herein shall be cumulative and are given without impairing any other rights given City or Provider by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by City or Provider shall not exclude the exercise of any other remedy.
9.9 Effect of Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
9.10 Successors and Assigns. This Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the successors and assigns of City and to the permitted successors and assigns of Provider, and all references to "City" or "Provider" shall be deemed to refer to and include all permitted successors and assigns of such Party.
9.11 Entire Agreement. This Agreement and the exhibits hereto, and the Agreements related to the Opioid Settlements referenced herein, contain the entire agreement of the City and the Provider with respect to the matters covered hereby, and no agreement, statement or promise made by either City or Provider which is not contained herein, shall be valid or binding. No prior 10 agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended, modified or added except by an agreement in writing signed by City and Provider.
9.12 Authority. Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms.
Provider shall, at City's request, deliver a certified copy of its governing board's resolution or certificate authorizing or evidencing such execution.
9.13 Conflicts of Interest.
9.13.1 No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affect his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested.
9.13.2 Provider represents that neither it nor any of its officers, partners or employees has a financial interest, as defined in section 87103 of the Government Code, in the subject matter of this Agreement other than the right to receive payment from City services rendered.
9.13.3 Provider agrees that it shall not make, participate in making, nor in any way attempt to use its position as a consultant to influence any decision of City in which Provider knows, or has reason to know, that any of its officers, partners or employees has a financial interest as defined in Section 87103 of the Government Code.
9.13.4 Provider warrants that neither Provider nor any of its officers, partners or employees, has any financial interest in any real property, building or structure within 2,500 feet of the location of any project or assignment to which this Agreement may apply in the City of Anaheim. Provider agrees to disclose to City any financial interest in such property as may be acquired by its officers, partners or employees during the term of this Agreement.
9.13.5 In conformity with the conflict of interest code of City, Provider or, if Provider is a firm or corporation, each individual who will be performing work under this Agreement shall complete, under penalty of perjury, a Statement of Economic Interests (Form 700) and all required attachments and shall provide the originals thereof to the City Clerk. Copies of those completed forms and attachments shall be public records of City, to be kept and disclosed at the discretion of City and according to law. Provider and individuals who will be performing work under this Agreement shall disclose pursuant to the broadest disclosure category unless the City Manager (or his or her designee) makes a written determination that the foregoing should be more limited. Such written determination should be made in the manner required by the City's Conflict of Interest Code.
9.14 Time for Acceptance of Agreement by City. This Agreement, when executed by Provider and delivered to City, must be authorized, executed and delivered by the City on or before 11 forty-five (45) days after the execution and delivery by Provider or this Agreement shall be void, except to the extent that Provider and City shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement.
9.15 Conflicts or Inconsistencies. It is further expressly agreed by and between the parties hereto that, should there be any conflict between the terms of this Agreement and any of the exhibits or attachments hereto, this Agreement shall control and nothing herein shall be considered as an acceptance of the said terms of said exhibits or attachments conflicting herewith.
SIGNATURES BEGIN ON NEXT PAGE
12 IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS
AGREEMENT ON THE RESPECTIVE DATES SET FORTH BELOW.
"CITY"
CITY OF ANAHEIM,
a municipal corporation and charter city
Dated: By:
Grace Ruiz-Stepter
Housing and Community
Development Director
ATTEST:
THERESA BASS, CITY CLERK
By:
APPROVED AS TO FORM:
CITY ATTORNEY
By:
Ryan 0. Hodge
Deputy City Attomecat 410
154879
"PROVIDER"
KTMV INVESTMENTS, LLC, a
California limited liability company
By:
Dated:
Tuan A. Vu
13 ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of
, before me,
here insert name and title of the officer
personally appeared
here insert name(s) of signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
Witness my hand and official seal.
(Signature) (Seal)
on
date
EXHIBIT A
SCOPE OF SERVICES
(To be attached)
Exhibit A
EXHIBIT A
SCOPE OF WORK
As part of the City of Anaheim's Sober Living and Recovery Housing initiative, selected providers will deliver structured, substance-free residential services to individuals recovering from substance use disorders, with a particular emphasis on opioid use disorder (DUD). This initiative, funded through the National Opioid Settlement Fund, wilt prioritize individuals referred by the Anaheim Collaborative Court Evaluating Strategies and Solutions (ACCESS) Program and other City- approved programs. The program aims to support Long-term sobriety and transition participants into stable, independent living,
Program Goals and Objectives:
Provide stable, substance-free living environments to facilitate recovery and reintegration.
Ensure participants receive trauma-informed services.
Reduce opioid and substance use-related harm through evidence-based interventions.
Support participants in achieving tong-term housing stability and employment readiness.
Eligible Participants:
Must be residents with established ties to Anaheim, as defined by program policies.
Must be recovering from DUD or another substance use disorder, with or without co-occurring mental health conditions.
Must be referred by ACCESS or other City-approved programs.
Must agree to abide by sober living facility rules and participate in recovery services.
Program Components:
Expected # of Persons
Served
Activity Expected Outcome
Maintain a strictly substance-
free facility with policies
prohibiting substance use,
possession, and
paraphernalia.
All clients served
Structured, Substance-Free
Living Environment
Provide tailored, trauma--
informed services. All clients served Support Services
24/7 On-Site Staffing
Ensure staff availability
around the clock to support
residents, monitor
compliance, and manage
emergencies.
All clients served
Community Engagement and
Peer Support
Employment Readiness and
Life Skills Training
Encourage recovery meetings,
peer support groups, and
community-building activities
to reinforce sobriety.
Require employment within a
reasonable amount of time
after place to promote life
skills and self-sufficiency.
All clients served
All clients served
Document relapses and
subsequent interventions, and
inform the case manager.
Relapse Management All clients served.
Exit Reports
Pets On-site
Document reason for exits and
report exits to case managers All clients served.
upon exit.
Allow vaccinated pets onsite. Clients with pets.
Program Duration and Evaluation:
Participants are eligible for an initial six-month stay, with the option for two additional six-month extensions (maximum of 18 months), based on progress and continued need.
Program success will be evaluated based on participant sobriety, housing stability, lob readiness, and overall well-being.
Opioid Settlement Fund Eligible Uses
This program aligns with Schedule A - Core Strategy E4 of the California Opioid Settlement allowable expenditures and is intended to support Anaheim residents in achieving lasting recovery and self-sufficiency, and the California Department of Health and Human Services High Impact Abatement Activity 4.
EXHIBIT B
COMPENSATION
(To he attached)
Exhibit 13
EXHIBIT B
COMPENSATION
(To be attached)
Exhibit B
vs-
Imp ac t So be r Liv}rig
31 Day Mon t h To ta l Mon t hly Ra te
Tota l Mon t hly Fee ( 1 Clien t )
0 •—•
CC
›-
_C
2 477.•
Cf