PROFESSIONAL SERVICES AGREEMENT
(PROPOSITION 47 GRANT AND OPIOID SETTLEMENT
FUNDING AGREEMENT)
By and Between the
CITY OF ANAHEIM
and
HEALTHCARE SERVICES, INC. DBA
ANAHEIM LIGHTHOUSE
TABLE OF CONTENTS
Page
Section 1. Status of Parties......................................................................................................!
1. 1 City.......................................................................................................................... 2
1. 2 Provider..................................................................................................................^ Section 2. Services of Provider. ..............................................................................................2
2. 1 Scope of Services.................................................................................................... 2
2. 2 Services to be Provided As Required...................................................................... 3
2.3 Time for Performance............................................................................................. 3
2.4 Compliance with Law............................................................................................. 3
2. 5 Licenses, Permits, Fees and Assessments............................................................... 3
2. 6 Nondiscrimination Clause and Civil Rights Compliance.............. ;........................ 3
2. 7 Familiarity with Work............................................................................................. 4
2. 8 Additional Services....................................................,...........................................^
2. 9 Reporting................................................................................................................^ Sections. Term........................................................................................................................4 Section 4. Compensation........................................................................................................^
4. 1 Amount of Compensation..........................,...........................................................^
4. 2 Billing and Payment Procedures............................................................................. 5 Section 5. Coordination of Services.......................................................................................5
5. 1 Representative of City............................................................................................. 5
5.2 Representative of Provider...................................................................................... 5
5. 3 Prohibition Against Subcontracting and Assignments ........................................... 5
5.4 Independent Contractor........................................................................................... 6 Section 6. Insurance and Indemnification............................................................................^
6. 1 Insurance................................................................................................................. 6
6.2 Indemnification....................................................................................................... 8 Section 7. Enforcement of Agreement. ..................................................................................9
7. 1 Events of Default.................................................................................................... 9
7.2 Immediate Termination for Provider's Default...................................................... 9
7. 3 Termination Without Cause.................................................................................... 9 Section 8. Use and Ownership of Documents and Data.......................................................9
8. 1 Data to be Furnished by City................................................................................. 9
8. 2 Ownership of Documents
8. 3 Books and Records
8.4 Access to Books and Records...
8. 5 Project Access.
Section 9. Miscellaneous Provisions..................................................................................... l0
9. 1 Waiver................................................................................................................... 10
9.2 Notices......................................................................... ........................................ 10
9. 3 Relationship of Parties........................................................................................ Ill
9.4 No Third Party Rights......................................................................................... Ill
9. 5 Non-Liability of Members, Officials and Employees of the City ...................... 111
9. 6 Controlling Law................................................................................................ 121
9.7 Time of the Essence.......................................................................................... 121
9. 8 Remedies Cumulative......................................................................................... 121
9.9 Effect of Invalidity............................................................................................ 121
9. 10 Successors and Assigns....................................................................................... 122
9. 11 Entire Agreement.............................................................................................. 122
9. 12 Authority............................................................................................................. 122
9. 13 Conflicts of Interest........................................................................................... 122
9. 14 Time for Acceptance of Agreement by City....................................................... 133
9. 15 Conflicts or Inconsistencies................................................................................ 133 Exhibit A
EXHIBITS
Scope of Services
11 PROFESSIONAL SERVICES AGREEMENT
(PROPOSITION 47 GRANT AND 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
N
D
HEALTHCARE SERVICES, INC., a California corporation doing business as ANAHEIM LIGHTHOUSE (the "Provider").
RECITALS
A. City has established a court diversion program named the Anaheim Collaborative Court: Evaluating Strategies & Solutions ("ACCESS"), which aims to assist individuals experiencing homelessness with a co-occumng mental health and/or substance use condition and who are justice involved with the opportunity to be arraigned and coimected to housing, health, and mental health services in lieu of serving jail time.
B. City has a been awarded a Proposition 47 Grant ("Grant") from the State of California, through the Board of State and Coinmunity Corrections ("BSCC"), in order to fund the operation of the ACCESS program ("Program").
C. Provider represents that it is qualified to participate in the Program and has the requisite qualifications, expertise and experience in the provision of applicable services, and is willing to use Proposition 47 Grant funds in the operation of the Program.
D. Provider acknowledges and agrees that this Agreement is contingent upon an allocation and receipt of Proposition 47 funds from the BSCC and the authorization given to City to use a portion of its allocation up to the amount set forth in this Agreement to reimburse Provider for the provision of services under this Agreement.
E. Additionally, 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.
F. 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 (HIAA) 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 infrastmcture expansion for people affected by Opioid Use Disorder ("OUD") with and without co-occurring mental health conditions and other vulnerable populations disproportionately affected by OUD.
G. 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.
H. Pursuant to the requirements of the National Opioid Settlement Agreements, and the Allocation Agreements, the City issued a Request for Proposals (the "RFP") dated September 5, 2025, 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 "Services"). A copy of the RFP is on file in the Department of Housing and Community Development of the City ofAnaheim and is incorporated herein by this reference.
I. 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.
J. 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 pursuant to both the Grant and the Allocation Agreements, as applicable.
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 ofAnaheim; and
1.2 Provider. Provider represents that Provider is a California nonprofit 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 Grant, 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.
2.4 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, mles, 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 Clause and Civil Rights Compliance. During the performance of this Agreement, Provider and its subcontractors shall not deny the Agreement's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic infonnation, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Provider shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Provider and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (GOV. Code §12900 et seq. ), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq. ), the provisions of Article 9. 5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (GOV. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Provider shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Provider and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.) Provider shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.
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 imder 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 instmctions 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. Terni.
The term of this Agreement shall commence on January 1, 2026, and shall temiinate on December 31, 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 one (1) year (through December 31, 2027) contingent on funding and performance ("Renewal Term"), 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 Tenn" and "Renewal Terms," if any, shall be collectively referred to as the "Term").
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 FIVE HUNDRED THOUSAND AND N0/100 DOLLARS ($500, 000. 00) per year, for a potential maximum compensation of ONE MILLION AND N0/100 DOLLARS ($1, 000, 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 in Exhibit A attached hereto and incorporated by this reference herein.
4.2 Billing and Payment Procedures. Provider shall present monthly itemized invoices on or before the 15th 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. Peter J. Davidson 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 persoiuiel 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 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 m 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 Term of this Agreement, minimum limits of insurance coverage as follows:
6. 1. 1 Workers' Corn ensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1, 000, 000.
6. 1.2 Commercial General Liabili Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent Provider's Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to Anaheim, in writing, prior to the inception of this Agreement.
6. 1.3 Commercial Automobile Liability Covera-e as required by California law, including-as applicable-owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit.
6. 1.4 Professional LiabiU Insurance inclusive of C berLiabilit Insurance where re uired in an amount not less than $2,000,000. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10, 000 per occurrence, provided that such deductible or self-insured retention is disclosed to Anaheim, in writing, at the inception of this Agreement.
6. 1.5 Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by Anaheim's Risk Manager prior to the inception of the final Agreement.
6.1.6 Provider is responsible for the satisfaction of any deductible or self-insured retention obligation.
6. 1.7 Provider agrees that this insurance shall not be voluntarily cancelled by Provider or limited in scope or coverage by Provider until after thirty (30) days prior written notice has been given to the City Clerk, City ofAnaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805.
This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days.
6. 1.8 Each insurance policy required by this Agreement, except 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 ofAnaheim." "The City of Anaheim, its officers, agents, employees,
representatives and volunteers are included as additional insured with respect to the scope of work, operations, and/or activities of or performed on behalf of or at the direction of the Named Insured, performed under this Agreement with the City ofAnaheim."
6. 1.9 Prior to commencing any work under this Agreement, Provider shall deliver to Anaheim 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 Anaheim (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) m lieu of said endorsements, documentation acceptable to Anaheim 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 (ill) otherwise acceptable to Anaheim, with prior written permission from Anaheim. In the event that a claim or other legal action is filed against Anaheim, and if Anaheim, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then Anaheim 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 Anaheim against any such claim or other legal action.
6. 1. 10 In addition to other remedies Anaheim may have if Provider fails to provide or maintain any insurance policies or policy endorsements to the extent and wdthin the time required, Anaheim 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.
6. 1. 11 Exercise of any of the above remedies, however, is an alternative to other remedies Anaheim may have and is not the exclusive remedy for Provider's failure to maintain insurance or secure appropriate endorsements.
6. 1.12 Nothing herein contained shall be constmed in any way as limiting the extent that an Provider may be held responsible for payments of damages to persons or property resulting from Provider's, (or Provider's Agent or Sub-Agent, if any) performance of the work covered under this Agreement.
6. 1.13 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 Anaheim.
6. 1. 14 Anaheim's Risk Manager is hereby authorized to amend or reduce the requirements set forth herein if such customer-generated requested amendment or reduction request is in Anaheim'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 Anaheim, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the Provider or any Sub-Agent in the perfonnance of professional services under this Agreement.
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 general and automobile liability insurance, Provider agrees to indemnify, defend (at Anaheim's option), and hold harmless Anaheim, 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 Agent or Sub-Agent, 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 ofAnaheim.
The obligations set forth in this indenmification provision (i) shall be in effect without regard to whether or not Anaheim, Provider or any other person or entity maintains or fails to maintain insurance coverage or a self-insurance program, for any such Claim(s); and (ii) shall survive the termination of this Agreement.
Section 7. Enforcement of Agreement.
7. 1 Events of Default. For purposes of this Section 1, the word "Default" shall mean the failure of Provider to perfonn 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, tmstee or liquidator for all or a substantial portion of its assets, (ii) making a general assignment for the benefit of creditors, (iii) being adjudged bankmpt, (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 tenninate 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 termmation.
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 hereimder 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.
8.3 Books and Records. Maintain adequate fiscal and project books, records, documents, and other evidence pertinent to the subcontractor's work on the project in accordance with generally accepted accounting principles. Adequate supporting documentation shall be maintained in such detail so as to permit tracing transactions from the invoices to the accounting records, to the supporting documentation. These records shall be maintained for a minimum of three (3) years after the acceptance of the final grant project audit under the Grant Agreement and shall be subject to examination and/or audit by the Board of State and Community Corrections (BSCC) or designees, state government auditors or designees, or by federal government auditors or designees.
8.4 Access to Books and Records. Make such books, records, supporting documentations, and other evidence available to the BSCC or designee, the State Controller's Office, the Department of General Services, the Department of Finance, California State Auditor, and their designated representatives during the course of the project and for a minimum of three (3) years after acceptance of the final grant project audit. Provider shall provide suitable facilities for access, monitoring, inspection, and copying of books and records related to the grant-funded project.
8.5 Project Access. Provider shall ensure that the BSCC, or any authorized representative, will have suitable access to project activities, sites, staff, and documents at all reasonable times during the grant period including those maintained by subcontractors. Access to program records will be made available by both Provider and the subcontractors for a period of three (3) years following the end of the grant period.
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: City Clerk
200 S. Anaheim Boulevard, 2nd Floor
CityofAnaheim
Anaheim, California 92805
FAX No. (714) 765-4105
10 With copies to:
To Provider:
Grace Ruiz-Stepter, Director
Housing and Community Development Department
CityofAnaheim
201 S. Anaheim Boulevard, 10th Floor
Anaheim, California 92805
FAX No. (714) 765-4630
City Attorney
CityofAnaheim
200 S. Anaheim Boulevard, 3rd Floor
Anaheim, California 92805
FAX No. (714) 765-5123
Healthcare Services, Inc. DBA Anaheim Lighthouse
151 Kalmus Drive, Suite K-l
Costa Mesa, CA 92626
Phone No. (714) 335-8406
Attention: Peter Davidson
9.3 Relationship of Parties. Nothing contained herein shall be deemed or constmed by the Parties, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint 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.
9.5 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 fall 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 D^ 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."
11 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 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.
12 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 Provider 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 stmchire 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 confonnity 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 fomis 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 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
13 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:
156711
RyanOJIodge
Deputy City Attorney
Dated:
"PROVIDER"
HEALTHCARE SERVICES, INC, a
California corporation DBA ANAHEIM
LIGHTHOUSE
By
PETER J. DAVmSON
Chief Executive Officer/Secretary
14 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 tmthfulness,
accuracy, or validity of that document.
State of California )
County of
On
date
)
, before me,
here insert name and title of the officer
personally appeared
here insert name(s) ofsigner(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 instmment the person(s), or the entity upon behalf of which person(s) acted, executed the instmment.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is tme and correct.
Witness my hand and official seal.
(Signature) (Seal)
EXHIBIT A
SCOPE OF SERVICES
(To be attached)
Exhibit A
.
A F;M LiGHTHO'- SE
^^.
Scop eof Work
Submitted to:
City ofAnaheim - Department of Housing & Community Development Submitted by:
Healfhcare Services, Inc. DBA Anaheim Lighthouse
Contact:
Peter Davidson, CEO
(714) 335-8406 | [email protected]
151 Kalmus Dr., Suite K-l, Costa Mesa, CA 92626
Submission Date: October 21, 2025
EflEective Date: January 1, 2026
Term: One Year from Conto-act Execution, with Renewal Options
1. Purpose
This Scope of Work (SOW) outlines the services to be provided by Healthcare Services, Inc. (HCS), doing business as Anaheim Lighthouse, under contract with the City ofAnaheun to deliver ASAM 3.5 Clinically Managed High-Intensity Residential Treatonent and ASAM 3.2 Residential Withdrawal Management (Detoxification) services for eligible Anaheim residents impacted by substance use disorders (SUDs).
2. Program Overview
HCS operates a 111-bed licensed and CARF-accredited campus located at 1243-1340 West Pearl Street, Anaheim, CA 92801. The campus provides a full continuum ofASAM Levels of Care, including residential and detoxification services.
Funding from the City ofAnaheim supports residential and withdrawal management services through dedicated bed utilization, evidence-based programming, and wraparound supports.
Services are trauma-informed, person-centered, and culturally responsive, focusing on stabilization, relapse prevention, recovery, and long-term housing stability.
3. Levels of Care Provided
HCS provides a continuum ofASAM-aligned treatment, ensuring seamless transitions across levels of care as determined by clinical need and medical necessity.
ASAM 3.2 - Residential Withdrawal Management (Detoxification) Medically monitored, clinically managed 24-hour care for individuals undergoing withdrawal from alcohol, opioids, or other substances in a stmctured residential setting. . Physician or Nurse Practitioner assessments within 24 hours. . Licensed Vocational Nurse (LVN) monitoring 24/7.
. Participation in therapy is optional during detoxification. . Hospital transfer protocols are m place for medical emergencies. . Services align with CCR Title 9, §10564 and ASAM 3.2 criteria.
ASAM 3.1-3.5 - Clinically Managed Low-Intensity/High-Intensity Residential Treatment
Provides a structured 24-hour residential environment with intensive daily clinical programming for clients requiring significant behavioral and emotional support to prevent relapse.
Minimum 5 hours of therapy per week, plus 20+ hours of structured activities.
Daily process groups and recovery skills training
Evidence-based therapies: CBT, DBT, EMDR, etc.
Core focus: abstinence, emotional welhiess, relapse prevention, and life skills.
Includes physical wellness (yoga, exercise, meditation) and expressive therapies (art, music, mindfulness).
Family therapy and multi-family groups offered weekly.
4. Core Services
Each client will receive comprehensive, person-centered treatment services including:
Comprehensive intake and biopsychosocial assessment.
Individualized treatment planning and case management.
Individual, group, and family therapy.
Medication-Assisted Treatment (MAT) when clinically indicated.
Psychiatric evaluation and medication management.
Peer recovery support and community-based group participation (AA, NA, SMART Recovery, Celebrate Recovery, etc. ).
Life skills, vocational readiness, and relapse prevention education.
Daily living skills and physical wellness activities.
Discharge and aftercare planning beginning at admission. .
.
.
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Ancillary and Support Services:
. Legal, vocational, and educational referrals.
. Access to community resources (housing, workforce programs). . Recreational and spiritual activities.
. Coordination with outside medical or dental services as needed.
Medication-Assisted Treatment (MAT)
HCS provides Medication-Assisted Treatment (MAT) in accordance with DHCS guidelines and CARF standards. MAT services are available both directly and through coordinated referral partnerships with local Narcotic Treatment Programs (NTPs) and community health centers.
Clients are assessed for MAT eligibility upon admission.
FDA-approved medications for opioid, alcohol, and stimulant use disorders are available as mdicated (e.g., buprenorphine, naltrexone, acamprosate).
MAT participation includes medical evaluation, informed consent, and coordination with prescribing clinicians.
. All MAT clients receive concurrent counseling and support groups focused on recovery, relapse prevention, and medication adherence.
. Staff receive annual MAT-specific training to ensure safe administa-ation, monitoring, and documentation.
Outside Services & Transportation
Residential clients may require access to outside services not available on-site. HCS assists in scheduling and transporting clients to necessary appointments or community resources.
Transportation support includes, but is not lunited to:
. Emergency or walk-m hospital visits.
. Dental, vision, or chiropractic care.
. Mental health or specialty medical appointments.
. Self-help and peer-support groups (AA, NA, SMART Recovery). . Vocational, legal, or social service appointments.
Transportation Pricing Structure:
. $ 120 per pick-up within 0-50 miles
. $240 per pick-up within 51-100 miles
. $360 per pick-up beyond 100 miles
These rates apply only to initial client pick-up and transport to the facility. All other transportation services durmg the client's treatment episode-mcluding medical appointments, recovery meetings, and discharge coordination-are included in the program rate at no additional cost.
Transportation services are coordinated by case management and nursing staff to ensure continuity of care and compliance with treatment plans.
5. Partnerships and Community Collaboration
HCS strengthens the local continuum of care through partnerships wilfa:
. Behavioral Health Providers (psychiatrists, NPs, outpatient agencies). . Housing Resources such as the Anaheun Housing Authority and recovery housing providers.
. Employment and Education Partners including Goodwill, Workforce Development Boards, and local colleges.
. Community Supports including AA, NA, SMART Recovery, and faith-based organizations.
. Regional Outreach Collaboration: HCS maintains an MOU with CityNet Santa Ana, providing treatment access and coordination for unhoused individuals in Anaheim and surrounding regions.
HCS remains ready to execute additional Anaheim-based MOUs at the City's request to strengthen service integration and community support.
6. Staffing and Oversight
A multidisciplinary team provides 24/7 coverage, including:
. Medical Director (Board-Certified Psychiatrist)
. Psychiatric Nurse Practitioners (NPs)
. Licensed Therapists (LMFT, AMFT, LCSW)
. Licensed Vocational Nurses (LVNs)
. Certified SUD Counselors (CADC, RADT)
. Case Managers and Support Staff
All staff receive ongoing training in trauma-informed care, MAT, and cultural competence.
7. Documentation, Monitoring, and Reporting
All clinical documentation is maintained in Lightning Step, a HIPAA-compliant EMR system. . Initial assessment completed within 48 hours.
. Reassessments every 7 days and treatment plan updates every 10 days. . Weekly discharge and aftercare reviews by the multidisciplinary team. . Clinical notes include interventions, progress, and next steps.
The Utilization Review Department coordinates du-ectly with the City ofAnaheim to provide:
. Client status updates.
. Medical records and discharge summaries.
. Requests for extensions of stay based on medical necessity.
8. Cultural and Linguistic Competence
HCS provides CLAS-aligned, culturally and linguistically appropriate care, ensuring:
. BilinguaVbicultural staff (including Spanish-speaking clinicians and LVNs). . Certified interpreter access for all languages.
. Annual staff training on cultural humility and implicit bias. . Culturally responsive treatment planning and referrals.
9. Admission Criteria
Eligible Clients:
. Adults (18+) with a primary substance use disorder diagnosis who meet ASAM 3.2 or 3.5 criteria.
. Independent in activities of daily living and able to participate in programming.
Not Eligible:
. Active suicidal or homicidal ideation requiring acute psychiatric stabilization. . Unstable or unmanaged medical conditions.
. Eating disorders requiring specialized treatment.
. Pregnancy
10. Program Fees
Level of Care Daily Rate
ASAM 3.2-Detox $600
ASAM 3.5 / 3. 1 - Residential $500
Rates include all clinical services, meals, housing, medications, and program activities. No additional oarticipant fees are charged.
11. Insurance and ludemnification
HCS maintains all insurance coverage required by the City ofAnaheim, including:
. General and professional liability.
. Automobile and workers' compensation insurance.
. Certificates naming the City ofAnaheim as additional insured will be provided no later than December 3, 2025.
12. Deliverables Summary
Deliverable Frequency Responsible Department
Bed allocation and client placement reports Monthly Admissions Medical necessity and length-of-stay updates Ongoing per client Utilization Review Discharge summaries and aftercare referrals Per discharge Clinical Team
13. Performance Outcomes and Evaluation
HCS tracks and reports key outcome measures to support continuous quality improvement:
. Treatment completion rate.
. Readmission or relapse rate within 90 days.
. Client satisfaction survey results.
. Employment or housing status at discharge,
. Alumni engagement and follow-up participation at 30, 90, and 180 days post-discharge.
14. Accessibility and Non-Discrimination
All services are provided without discrimination on the basis of race, color, national origin, gender, sexual orientation, religion, age, or disability. HCS ensures physical accessibility and reasonable accommodation for all persons served.
15. Program Availability
Residential and withdrawal management services operate 24 hours per day, 7 days per week.
Intakes are accepted daily, with same-day admission available when clinically appropriate.
16. Coordination With City Departments
HCS will coordinate closely with the City ofAnaheim Department of Housing & Community Development and other City-funded outreach programs for:
. Timely referrals and placements.
. Regular utilization updates.
. Collaborative case management and care transitions.
17. Modification or Termination
Any modification to this Scope of Work shall be made in writing and agreed upon by both parties. Either party may tenninate the agreement pursuant to the master contract terms.
18. Signatures
For Healthcare Services, Inc. (HCS) dba Anaheim Lighthouse Name: Peter Davidson
Title: CEO
Date:
For the City ofAnaheim
Name:
Title:
Date: