MEMORANDUM OF UNDERSTANDING
CITY OF COTATI,
CITY OF ROHNERT PARK,
SONOMA STATE UNIVERSITY
THE PETALUMA PEOPLE SERVICES CENTER
Mobile Crisis Intervention Team
SPECIALIZED ASSISTANCE FOR EVERYONE (SAFE TEAM)
This MEMORANDUM OF UNDERSTANDING (the "MOU" or "Agreement") is made this _ th day of _ 2022, by and between the City of Cotati ("Cotati"), City of Rohnert Park ("Rohnert Park") both municipal organizations organized and existing under and by virtue of the laws of the State of California(collectively the "Cities"), the Board of Trustees of the California State University, on behalf of Sonoma State University ("Sonoma State") (Cotati, Rohnert Park and Sonoma State are each an "Entity" and collectively the "Entities") and The Petaluma People Services Center, a California non- profit public benefit corporation ("PPS"). The Entities and PPSC are collectively referred to as the "Parties".
AGREEMENT
1. Scope of Work
The Scope of Work that shall be performed by PPSC for the Entities under this MOU consists of the services in this Section 1:
PPSC shall hire and provide the personnel, equipment, and supplies necessary for the establishment of one or more mobile crisis intervention teams, referred to in this Agreement as a Specialized Assistance for Everyone team ("SAFE team"). The Cities shall jointly provide an adequate vehicle for transport services, interoperable communication equipment for communications with dispatch. PPSC shall be responsible for direct oversight and management OAK #4856-8469-1508 v1 16
of the SAFE teams).
• PPSC shall ensure that the SAFE team(s) shall operate within the geographic boundaries of the Entities when performing services under this MOU (See Exhibit C for Sonoma State), except when shifts are pre- scheduled and approved in advance by the Entities to serve additional jurisdictions. Otherwise, the SAFE teams) may only leave the Entities' service boundaries to respond to calls for service with permission from the Entities dispatchers, patrol supervisors, or watch commanders.
• SAFE teams) shall focus proactive patrols in the areas in need within the geographic boundaries of the Entities as identified by PPSC and the Entities. • SAFE teams) shall proactively counsel, transport, or refer community members experiencing physical and mental health, substance abuse, or homeless related issues to the PPSC or other open treatment facilities or services within the Cities/County of Sonoma, or transport to other open social services agencies within the Cities/County of Sonoma. • SAFE teams) shall transport for individuals with necessary chronic mental health and/or care within the geographic boundaries of the Entities.
• SAFE team(s) shall follow directions from Rohnert Park Public Safety (RPDPS),Cotati Police Department (CPD), and Sonoma State Police Department for activities in the respective jurisdictions, as well as PPSC staff. Each Entity will assign a point of contact for operational issues and a point of contact for Entity vehicle issues. • SAFE teams(s) shall report all vehicle crashes/damage or loss of equipment to the Entity that owns the vehicle/equipment.
Hours of Service
PPSC shall provide trained personnel appropriate to staff one or more vans in service for the number of hours per day, and times of day, as agreed to jointly by Entities and PPSC. When directed by the Entities, PPSC shall expand service to 24 hours per day. The services shall be provided 365 days a year.
Area of Patrol and Transportation Services
PPSC shall provide patrol and crisis intervention services within the geographic boundaries of the Entities for services provided under this MOU, unless approved in advance by the Entities. PPSC shall OAK #4856-8469-1508 v1 17
also provide transportation services from within the geographic boundaries of the Entities to facilities within County of Sonoma. The SAFE Team shall maintain an emphasis in proactive outreach, servicing and preventative services in the core areas identified by the Entities, public spaces such as parks, and other areas as identified between PPSC and by the Entities Public Safety and Police personnel.
Description of Services
Subject to compliance with applicable law, including appropriate medical direction and control, PPSC shall observe, and reach out to any person, while in a public place, that meets any of the criteria referenced in 1.A- 1.E below. For the purpose of this section, the term "transport" means to provide a courtesy ride to a willing, self-ambulatory person who requires no medical attention or treatment during transport. While providing services under this Agreement, PPSC shall obey all lawful commands and directions received from police or fire personnel.
PPSC shall respond to all radio dispatches and contacts from the Entities' police and fire personnel requesting mobile crisis intervention services or PPSC's assistance, unless they are already assigned to another call for service of a higher priority. If PPSC is unable to respond, or will be delayed due to another higher priority call, PPSC shall immediately communicate this to the Entity requesting service.
Calls will generally be responded to in the order they are received by the dispatch centers, except when a higher priority call is received. PPSC can be pulled from a call for service and dispatched to a higher priority call when necessary.
The Entities and PPSC shall determine priority call types prior to beginning service, which may be amended from time to time, as mutually agreed to by the Entities and PPSC.
1.A. Persons Intoxicated/Under Influence of Controlled Substances
1.A.1. If the person is unconscious and cannot be revived, PPSC shall request an ambulance from RPDPS or CPD Dispatch and standby to assist the responding emergency medical personnel, as necessary.
1.A.2. If the person is willing to be transported to a treatment center, PPSC shall transport them to the appropriate licensed or certified open treatment facility within the County of Sonoma if:
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1) The person is conscious but appears mentally ill or intoxicated or under influence of controlled substances; or
2) PPSC has reasonable cause to believe that the person is dangerous to themselves.
If the person is unwilling to be transported to a treatment center, but appears to be experiencing symptoms of mental illness, is intoxicated, or is under influence of controlled substances, or PPSC has reasonable cause to believe the person is dangerous to others, PPSC shall immediately notify RPDPS or CPD dispatch to have police officers respond, and shall stand by to assist the officers, as necessary.
1.A.4. If PPSC has reasonable cause to believe the person is intoxicated or under the influence of a controlled substance while in a public place, PPSC may counsel the person on treatment and detoxication options, and if the person is willing to accept transport, may transport them to PPSC or other appropriate open facility for further assistance.
1.B. Persons Needing Non-Medical Care or Treatment for Mental Illness
1.B.1. If a person appears to be in need of care or treatment for mental illness, but not dangerous to themselves or others, PPSC may counsel the person on treatment options and, if the person is willing, transport them to PPSC, Crisis Stabilization Unit, or other appropriate facility within the County of Sonoma. Transports to appropriate Kaiser Medical Facilities outside the County of Sonoma may be permitted if necessary and upon advanced notification to RPDPS or CPD dispatch.
1.B.2. If PPSC has probable cause to believe that the person is dangerous to themselves or others, PPSC shall immediately notify RPDPS or CPD dispatch to have police officers respond and shall standby, as necessary.
1.C. Persons in Need of Immediate Shelter
When requested by dispatch, a police supervisor, or police officer, PPSC shall provide transportation to mentally ill or disoriented persons in need of immediate transport to an appropriate open shelter or treatment center, or provide such persons transportation to and from other open social services agencies or publicly organized and sponsored shelters within the OAK #4856-8469-1508 v1 19
County of Sonoma.
1.D. First Aid and Chronic Care
The SAFE team may be dispatched to requests for minor medical complaints that do not require emergency medical care. PPSC staff will not provide diagnostic medical evaluations but may request a medical assessment by Emergency Medical Services (EMS) personnel as necessary.
1.E. Additional Services at Direction of the Entities
Upon mutual agreement between the Entities and PPSC, PPSC shall staff extra mobile crisis intervention assignments on holidays and special events not limited to:
• New Year's Eve, New Year's Day, Martin Luther King Day, St. Patrick's Day, Fourth of July, Halloween, Thanksgiving, Christmas Eve, Memorial Day weekend, Labor Day weekend, Veteran's Day, or any other day considered to need the services of a two- person mobile crisis intervention team.
The additional staffing requests shall be in four-hour increments. The Entities shall give a thirty (30) day notice of request for additional services prior to the event. PPSC shall have fourteen (14) days to advise if they can fulfill the request, and if the request is anticipated to result in overtime.
After PPSC has completed the extra assignment, they will bill Entities for payment of hours performed. If the time billed is over the hours requested, PPSC shall delineate the reasons for the overage in the request. The Entities shall pay one and one-half times the hourly rate of for approved overtime worked. The payment will be made to PPSC within 60 days of the billing.
2. Staffing Qualifications & Restrictions
2.A. PPSC shall, in compliance with applicable law, be responsible for hiring of SAFE team members and shall be responsible for ensuring completion of a background check of prospective employees.
2.B. As a material term to this contract, during the provision of patrol, crisis intervention, and transportation services under this contract, PPSC shall hire and retain a licensed mental health OAK #4856-8469-1508 v1 20
professional to oversee the program and ensure that the SAFE team vehicles) shall be staffed by at least two (2) persons per vehicle. At least one (1) person shall be currently certified as an Emergency Medical Technician, First Responder, Registered Nurse, or Licensed Health Care Practitioner (collectively "EMT Specialist"), and at least one person shall be qualified in social work ("Crisis Intervention Specialist"). PPSC shall designate either person to serve as a field lead. The field lead shall make the final decision regarding transportation of any willing person to a non-emergency medical care provider, shelter, or to an alcohol, drug, or mental health treatment facility, unless the field lead received direction from the respective Entity on where to transport the person. PPSC shall ensure that its employees use the standard of care appropriate to their profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations. PPSC represents and warrants to Entities that it has and shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this MOU any licenses, permits, insurance and approvals which are legally required for PPSC and its employees to provide the services described. Entities shall not be responsible or liable for PPSC's failure to comply with any or all of the requirements contained in this paragraph. PPSC represents that it has employees who have qualifications, experience and training to provide the services as described in a reasonable and responsible manner. The Entities rely upon this representation in entering into this contract.
2.C. Except for a trainee observer actively involved in a program leading to employment by PPSC, PPSC shall ensure that no person shall ride in the vehicle except for employees of PPSC or the Entities, who are in the course of providing services contemplated under this MOU, and persons receiving services under this MOU. PPSC shall ensure that at no time shall more than a total of three (3) persons employed by, or under training with PPSC, ride in the vehicle.
2.D. As a material term to this contract, PPSC shall require that all persons operating a vehicle on behalf of the SAFE Team have a clean driving recording, free of accidents, moving violations or points within the last 3 years. PPSC shall enroll all persons operating a vehicle on behalf of the SAFE team in the DMV Employer Pull Notice program. PPSC shall not allow any person with any of the following criminal convictions to provide services under this MOU: any conviction which requires or is grounds for the revocation or denial of licensure under 22 CCR§ 100214.3 or 22 CCR§ 100174.
2.E. It is expressly agreed that PPSC, in the performance of the work and services agreed to be performed by PPSC, shall act as and be an independent contractor and not an agent or employee of the OAK #4856-8469-1508 v1 21
Entities and shall have responsibility for and control over the details and means of providing its services under this MOU. With the exception of the SAFE vehicle and mobile data computers (MDC)/interoperable communication equipment for contact with dispatch, PPSC shall furnish, at its own expense, all labor, materials, equipment, tools, transportation and services necessary for the successful completion of the services under this MOU. As an independent contractor, neither PPSC nor its employees shall obtain any rights to retirement benefits or other benefits which accrue to Entity's employees, and PPSC hereby expressly waives any claim it may have to any such rights.
PPSC, its officers, employees and agents shall not have any power to bind or commit the Entity to any decision. PPSC acknowledges that it shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by PPSC. Entities shall not be responsible for payment of PPSC's employees, and compliance with applicable wage orders and terms of employment shall be the sole responsibility of PPSC.
2.F. PPSC certifies that it is aware of the provisions of the California Labor Code which require every employee to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions before commencing performance of this MOU and at all times in the performance of the MOU. PPSC certifies that it is aware of and has complied with the provisions of California Labor Code§ 6401.7, which requires every employer to adopt a written injury and illness prevention program.
3. Equipment
3.A. Unless the Entities agree in writing to an alternate arrangement, Rohnert Park will provide PPSC with a modified passenger van type vehicle, and the MDCs with mobile and portable interoperable communications (UHF/VHF) for use during the duration of this Agreement. If an MDC or mobile and portable interoperable communications do not work properly, PPSC shall make immediate arrangements with Rohnert Park to have the device(s) repaired or replaced. PPSC agrees to return any vehicles), MDCs, communication equipment, and any other non-consumable equipment that the Entities may agree to provide to PPSC for program use, in good working order and general condition at the completion of this MOU. Rohnert Park shall provide necessary fuel, routine vehicle maintenance, and repairs of the vehicle, except PPSC shall bear any costs of any repair that is OAK #4856-8469-1508 v1
necessary due to deliberate or negligent acts by PPSC employees. Except for maintenance provided by Rohnert Park as provided herein, PPSC shall ensure ongoing maintenance for any other equipment.
PPSC shall operate the vehicle and maintain the interior so that it is free of hazards to vehicle occupants.
3.B. PPSC shall be responsible for ensuring the security of police communication equipment and MDCs, in consultation with the Entities. PPSC shall ensure that its personnel will keep their communication equipment on and at a volume to hear dispatch communications.
4. Term of Agreement
The term of this Agreement shall commence on the date of its execution by all Parties and shall continue in full force and effect until October 31, 2026, unless earlier terminated in accordance with this MOU.
5. Compensation, Payment and Cost-Share
5.A Payment to PPSC.
The compensation to be paid to PPSC, including both payment for services and reimbursable expenses, for services provided directly under this Agreement shall be at based on PPS's actually incurred and direct personnel and operating expenses, plus a permitted 10% indirect cost rate, as particularly described in Exhibit A, attached hereto and incorporated by this reference. PPSC shall not bill Entities for any annual increases in expenses that exceeds the CPI for Urban Wage Earners and Clerical Workers (CPI-W) for the San Francisco region. Any increase will be effective at the start of the Entities' fiscal year (July 1).
PPSC shall submit itemized monthly statements for work performed and for costs actually incurred in providing the services to the Entities, which shall bill each of the Entities in accordance with their respective cost share set forth in section 5.B. All statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable. Except as otherwise provided herein, each Entity shall make payment of their respective cost- share, in full, within thirty (30) days after their approval of the invoice.
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Payments due and payable to PPSC for current services must be within the current budget and within an available, unexhausted and unencumbered appropriation of each Entity. In the event that each Entity has not appropriated sufficient funds for payment of PPSC services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year; payment for additional work is conditional upon future appropriation to Entities. Expenses not set forth in Exhibit A shall not be subject to payment unless preapproved in writing by each Entity.
PPSC will not undertake any work that will incur costs in excess of the amount set forth in this Agreement without prior written amendment to this Agreement. However, in no event shall the amount exceed what the Entities are obligated to pay PPSC for services provided directly under this Agreement unless PPSC and all of the Entities have agreed. Each Entity's obligation to pay compensation to PPSC as provided herein is contingent upon PPS's compliance with the terms and conditions of this Agreement and any amendments thereto. Payment by any of the Entities under this Agreement shall not be deemed a waiver of unsatisfactory work, even if such defects were known to such Entity at the time of payment.
5.B Entity Cost Share
For the initial program year, costs shall be allocated by the initially estimated volume of SAFE calls attributable to each Entity, expressed as a percentage. For the second program year, costs shall be allocated by averaging the initially estimated volume of SAFE calls attributable to each Entity with the first program year of actual SAFE calls attributable to that Entity. For each year thereafter, costs shall be allocated by the actual 2-year moving average number of SAFE calls attributable to each Entity, using the two most recent years, expressed as a percentage. The initial program year must contain a minimum of 6 months of actual data for averaging and shall end on May 1 using the prior 12-month period. The updated cost split percentages shall be effective at the start of the subsequent fiscal year.
Initial Estimated Volume of SAFE calls by Entity
Estimated Totals
Rohnert Park 78%
Cotati 16%
Sonoma State 6%
Total 100%
PPSC shall invoice each Entity their respective cost share, and the obligation to pay such invoices OAK #4856-8469-1508 v1 24
shall be deemed an individual obligation of each Entity. After the initial program year, but before the start of the subsequent fiscal year, the Entities shall provide PPSC with the updated cost split percentages for billing purposes. The Entities shall not be deemed jointly or severally liable for any expenses under this Agreement, nor shall the Entities have the power to incur debt or liabilities on behalf of another Entity except to the extent expressly set forth herein.
5.C Payments of Program Vehicle and Maintenance Expenses to Rohnert Park By Cotati Unless the Entities agree in writing to an alternate arrangement, Rohnert Park shall invoice Cotati and Sonoma State for their respective share (as determined in 5.B) of total expenses incurred by Rohnert Park related to the procurement of a SAFE team vehicle and up-fitting the SAFE team vehicle, MDC's, interoperable communication equipment and for costs of maintenance and fuel provided by Rohnert Park to PPSC under the terms of this Agreement, on a quarterly basis, and shall provide supporting documentation with such invoices as may be reasonably requested by Cotati or Sonoma State to substantiate such expenses. Cotati and Sonoma State shall pay such invoices within thirty (30) days after approval. Sonoma State shall not provide any vehicle, communication equipment, or other state-owned property to PPSC.
6. Inspection, Audit, Records Retention
PPSC shall furnish Entities with every reasonable opportunity to ascertain that the services of PPSC are being performed in accordance with the requirements and intentions of this Agreement. The inspection of such services shall not relieve PPSC of any of its obligations to fulfill the requirements of this Agreement, nor be deemed a waiver of unsatisfactory work.
PPSC shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the Entities and all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law or specified by the Entities as a result of the use of grant funding to pay for PPSC's services, from the date of termination or completion of this Agreement.
Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by OAK #4856-8469-1508 v1 25
any Entity. Copies of such documents shall be provided to any Entity for inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at PS's address indicated for receipt of notices in this Agreement.
7. Training and Qualifications
The Entities shall provide PPSC with applicable training in the use of the Entity's vehicle, communication equipment procedures, and any other training specific to the Entity that may be provided in the discretion of the Entities. PPSC shall ensure that its staff attend such trainings once offered and complete them in a reasonable period of time. This training does not relieve PPSC of its obligation to ensure the adequate training and applicable certification of its staff in all matters. PPSC shall be responsible for ensuring the adequate training and necessary certification of its staff, including applicable training in the provision of the services. PPSC represents that it's employees shall all have the necessary qualifications, experience and training to provide the services as described in this MOU in a reasonable and responsible manner.
8. Requirements for Services
While providing services in accordance with this contract, PPSC shall require its personnel to observe the following requirements:
A. PPSC and its employees shall not use force while observing, contacting, or transporting persons unless it is reasonably determined that such force is necessary for the protection of a person from bodily harm, and a Police Officer cannot be summoned or cannot respond quickly enough to provide protection.
B. PPSC shall summon a police officer via the Entities' dispatch when a dangerous situation appears to exist. PPSC shall request from the appropriate Entities' dispatch, based on incident location, that an ambulance respond whenever it appears the person(s) contacted need emergency medical treatment.
C. PPSC shall not provide emergency medical transportation to injured or ill persons except at the express direction of emergency medical personnel and appropriate medical direction. However, PPSC may provide first aid and/or basic life support to person(s) in need before the arrival of the emergency medical personnel.
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D. Under no circumstances shall the Entities' vehicles be used by PPSC for personal use or for the transportation of intoxicated person(s) to their place of residence or other requested location not otherwise described herein, nor shall it be driven outside the geographic boundaries of the Entities except at the direction of, or with the advanced approval of the respective Entity's dispatch, police supervisor, or watch commander. If the SAFE vehicle leaves the County of Sonoma, PPSC shall immediately inform the Entities dispatch that it will be out of County, including anticipated time it will be out of the County. The vehicles shall be parked at a PPSC property or identified location at a designated city facility when not in- service.
E. PPSC will ensure employees wear an appropriate uniform clearly identifying them as an employee of PPSC while in service.
PPSC shall have a drug-free workplace policy in accordance with the Drug-free Workplace Act of 1988, and shall ensure that its employees, observer trainees, officers or agents comply with such policies in the course of providing services under this MOU.
G. PPSC agrees to use SAFE vehicles only for providing services under this MOU, or as may be reasonably necessary for maintenance. Any use of the vehicles except for such purposes shall be prohibited.
H. In the event that PPSC discovers drugs, paraphernalia, or other illegal items in the course of providing services, PPSC may report such items to the Entities' police departments, which may take custody of such items in accordance with applicable law.
PPSC shall be responsible for any medical protocols for the services and shall provide current medical protocols to the Entities. If medical protocols are updated, PPSC must provide updated protocols within 7 days of any update.
9. Vehicle Accidents
If a PPSC employee is involved in a motor vehicle accident in SAFE team vehicle, PPSC shall notify the Entities, shall ensure that the accident is reported in accordance with applicable state law and shall OAK #4856-8469-1508 v1 27
comply with any additional reporting requirements of the Entities, as well as cooperate and provide information to the Entities as may be reasonably necessary for the investigation and resolution of claims. The Entity that holds title to the vehicle will provide instructions regarding the transportation and repair of a damaged vehicle. Any damage to a Entity-provided vehicle should be reported to a supervisor and the Entity's Fleet Services immediately. These obligations shall be in addition to any insurance and indemnity requirements in this Agreement.
10. Compliance with Laws
PPSC shall use the standard of care in its profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations. PPSC represents and warrants to the Entities that it has and shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance and approvals which are legally required for PPSC to provide services under this Agreement. The Entities shall not be responsible or liable for PPSC's failure to comply with any or all of the requirements contained in this paragraph.
PPSC shall be an equal opportunity employer and agrees to comply with all applicable state and federal regulations governing equal employment opportunity. PPSC will not discriminate against any employee or applicant for employment because of race, religion, age, sex, creed, color, sexual orientation, marital status or national origin. PPSC will take affirmative action to ensure that applicants are treated during such employment without regard to race, religion, age, sex, creed, color, sexual orientation, marital status, or national origin. Such action shall include, but shall not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. PPSC further agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
11. Cooperative Planning Requirements
PPSC recognizes that planning with the Entities, other state and local agencies, and local social service providers is essential to the success of a coordinated service delivery system. At a minimum, PPSC agrees to attend police briefings for each Entity at a frequency directed by each Entity, but initially no less than Ix per week to ensure effective field coordination. PPSC also agrees to attend and OAK #4856-8469-1508 v1 28
participate in a reasonable number of meetings and planning efforts initiated by the Entities, and to provide non-confidential data already in PPSC's possession which may be required by the Entities and is reasonably necessary to achieve compliance with Entities programmatic goals. This includes participating in joint data sharing and uniform data collection initiatives, Rohnert Park's weekly Homeless Taskforce, which identifies homeless encampments posing health and safety hazards, and By-Name List meeting, which identifies and prioritizes individuals experiencing homelessness for housing and services. PPSC agrees to maintain open and responsive working relations with the Entities.
12. Statistical Reporting
Each month, along with the invoice, PPSC will provide the Entities with a summary of calls and summary of any out of service area activities. The summary of calls report will be as directed by the Entities, as may change from time to time, but initially shall include, at a minimum, the Entity where the service occurred, if the activity was Police or Fire divert (mobile crisis intervention team handling instead of University/city personnel) or if it was a joint response; time on call; disposition; and if possible, the transport-pick up location, client problem, time, estimated age of client, sex of client (if known), destination of transport, and any pertinent history/treatment. The summary of out of service area activities will include date, times, where, and the authorized person who directed the out of -service area activity. Additionally, PPSC agrees to provide any other information mutually agreed upon between the Entities and PPSC.
13. No Joint Agency
Nothing in this alter is intended to alter, limit, or expand an Entities' statutory and/or regulatory authority over any Party. By entering into this Agreement, the Parties are not intending to enter into any sort of joint-enterprise, joint-venture, partnership or create any separate entity; and have no authority to obligate any of the other Parties and shall not be considered an agent of any other Party, nor shall the Agreement be construed to create any joint-employment but rather each Party shall be solely responsible for its own acts and the acts of its own officers, employees, and contractors in the performance of the Agreement.
14. HIPAA Compliance and Confidentiality of Records
For services, activities or products subject to the Health Insurance Portability and Accountability Act OAK #4856-8469-1508 v1 29
of 1996 (HIPAA), PPSC covenants that it will appropriately safeguard Protected Health Information (defined in 45 CFR 160.103), and agrees that it is subject to, and shall comply with, the provisions of 45 CFR 164 Subpart E regarding use and disclosure of Protected Health Information. PPSC shall indemnify, defend, and hold harmless the Entities, their respective officials, elected and appointed officers, employees, agents and volunteers from any breach of this covenant.
All data, documents, discussions or other information developed or received by or for PPSC in performance of this Agreement are confidential and not to be disclosed to any person except as authorized by Entities, or as required by law.
15. Indemnity
15.A. Indemnification by PPSC. To the fullest extent permitted by law, PPSC shall, at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the Entities) and hold harmless each of the Entities and each of their respective officers, officials, employees, agents and volunteers ("Indemnified Parties") from and against any and all liability (including liability for claims, demands, damages, obligations, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs and expert witness fees) of any nature ("Liability"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to the performance or failure to comply with this Agreement, regardless of any fault or alleged fault of the Indemnified Parties. PPSC shall also indemnify, defend, and hold harmless the Entities for any claims arising from their use of Entity vehicles.
The only exception to PPS's responsibility to indemnify, protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active negligence or willful misconduct of an Entity or its elective or appointive boards, officers, agents and employees.
PPSC's duty to indemnify, protect, defend and hold harmless as set forth in this section shall include the duty to defend (by counsel reasonably satisfactory to the Entity) as set forth in California Civil Code § 2778. PPSC waives any and all rights to express or implied indemnity against the Indemnified Parties concerning any Liability of the PPSC arising out of or in connection with the Agreement or PSS's failure to comply with any of the terms of this Agreement.
15.B. Mutual Indemnification By Entities. Without limiting the Entities respective rights under the Section 16.A, Rohnert Park, Cotati and Sonoma State each agree to protect, save harmless, OAK #4856-8469-1508 v1 30
indemnify, and defend the other, its governing body, officers, agents, and employees from any and all loss, damage or liability (including injury and death), including without limitation, all reasonable legal fees, expert witness or consultant fees and expenses related to the response to, settlement of, or defense of any claims or liability, which may be suffered or incurred by any other Entity, its governing body, officers, agents and employees, caused by, arising out of, or in any way connected with the respective responsibilities and duties hereby undertaken, except that each Entity shall bear the proportionate cost of any damage attributable to the fault of that Entity, its governing body, officers, agents, contractors, and employees. It is the intention of Rohnert Park, Cotati and Sonoma State that, where the Entities are not fully indemnified by PPSC for any Liability arising out of the performance of this contract, that where fault is determined to have been contributory between these parties, principles of comparative fault will be followed.
15.C. The provisions of this section shall survive the termination of this Agreement.
16. Insurance
Without limiting PPSC's indemnification provided herein, PPSC shall, at its own expense, procure and maintain insurance that complies with the requirements set forth in Exhibit B to this Agreement, which is attached hereto and incorporated by reference.
17. Notification
Any notice, demand, request, consent, approval or communication that any party desires or is required to give to another party shall be in writing and either served personally or sent by prepaid, first-class mail. Any such notice, demand, etc. shall be addressed to the other Party(ies) at the address set forth below. Any Party may change its address by notifying the other parties of the change of address.
Notice shall be deemed communicated within 72 hours from the time of mailing if physically mailed as provided in this section. Email is provided for convenience only. If contact information changes, it shall be provided in writing to all parties to this MOU.
If to Rohnert Park:
City Manager
City of Rohnert Park - City Hall 130 Avram Avenue
Rohnert Park, CA 94928
Phone: 707.588.2223
Email: [email protected]
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If to Cotati:
City Manager City of Cotati
201 West Sierra Avenue Cotati, CA 94931
Phone: 707.665.3622
Email: [email protected]
If to Sonoma State:
Contracts and Procurement
1801 East Cotati Ave., Rohnert Park, CA 94928
Phone: 707-664-3102
Email: [email protected]
With copy to:
University Police Department
1801 East Cotati Ave. Rohnert Park, CA 94928
Phone: 707-664-4444
Email: [email protected]
If to PPSC:
Executive Director
Petaluma People Services Center 1500 Petaluma Boulevard South Petaluma, CA 94952 Phone: 707.765.8488
Email: [email protected]
18. Suspension of Services
Each Entity shall have the authority to suspend its participation in this Agreement and the services contemplated herein, wholly or in part, for such period as it deems necessary due to unfavorable conditions or to the failure on the part of the PPSC to perform any provision of this Agreement upon 5 days' written notice to each other Party. PPSC will be paid for satisfactory services performed prior to the date of suspension. During the period of suspension, PPSC shall not receive any payment for services or expenses incurred by PPSC by reason of such suspension.
19. Termination
This Agreement and all obligations hereunder may be terminated at any time, with or without cause, by any party upon 30 days' written notice to all other Parties. The remaining Parties may continue OAK #4856-8469-1508 v1 32
under this Agreement, with PPSC and vehicle costs split among the remaining Entities using the calls for service methodology. In the event this Agreement is terminated by any Entity without cause, PPSC shall be entitled to any compensation owing to it hereunder up to the time of such termination, it being understood that any payments are full compensation for services rendered prior to the time of payment.
If PPSC fails to perform any of its obligations under this Agreement within the time and in the manner herein provided or otherwise violates any of the terms of this Agreement, in addition to all other remedies provided by law, the Entities may jointly terminate this Agreement immediately upon written notice.
20. Severability
If any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions hereof, and such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein.
21. Applicable Law and Venue
This Agreement shall be construed and interpreted according to California law, without regard to any choice of law principles that may apply any other body of law. In the event that suit shall be brought by any Party hereunder, the Parties agree that a trial of such action shall be held exclusively in a competent court of jurisdiction in the County of Sonoma, California.
22. Remedies and Waiver
No failure on the part of any party to exercise any term, covenant, condition, right or remedy hereunder shall operate as a waiver of any other term, covenant, condition, right or remedy that such party may have hereunder. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative. As a condition precedent to commencing legal action involving a claim or dispute arising from this Agreement, PPSC shall comply with claims presentation requirements under the Government Tort Claims Act, California Government Code Sections 900 et seq. and any claims presentation requirements imposed by ordinance of Rohnert Park or Cotati.
OAK #4856-8469-1508 v1 33
23. Time is of the Essence
Time is of the essence for this Agreement.
24. Merger; Amendment
This Agreement constitutes the complete and exclusive statement of the agreement between the Entities and PPSC and shall supersede all prior negotiations, representations, or agreements, either written or oral. This document may be amended only by written instrument, signed by all Parties. All provisions of this Agreement are expressly made conditions. [SIGNATURES ON FOLLOWING PAGE]
OAK #4856-8469-1508 v1 34
CITY OF ROHNERT PARK PETALUMA PEOPLE SERVICES
By:_ 110/10/028
Name:_ (Date) Name: Elece Hempe (Date)
Title:_ Title: Extichir Arretor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
CITY OF COTATI
By:_ !_
Name:_
Title:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
SONOMA STATE
By Juif barret
Lifer Bartictor
Tite: Managing
APPROVED AS TO FORM:
Counsel
OAK #4856-8469-1508 v1 35
Exhibit A- Program Budget and Maximum Allowable Costs
Petaluma People Services Center Draft October 2021
Rohnert Park SAFE Team Budget - 10.16.22 - 6.30.22
Expenses for 8.5 months
DIRECT PERSONNEL EXPENSES NOTES
Program Director 36,100 5 FTE for 8.5 months
Program Manager 17,459 3FTE for 8.5 months
Rohnert Park Coordinator 42,730 1FTE for 8.5 months
Part-time Clinical Supervisor 8,288 25 FTE for 8.5 months EMT Specialists 180,039 4.7 FTE for 8.5 months
Crisis Intervention Specialists 180,039 4.7 FTE for 8.5 months Subtotal - Salaries 464,655
Direct Personnel - Taxes & Insurance 92,931 20% of Salary TOTAL DIRECT PERSONNEL 557,586
OPERATING EXPENSES
Dues & Fees 884
Books & Subscriptions 94
Office Supplies 884
SAFE Medical & Other Expenses 18,420
Postage 536
Duplication & Printing 1,241
Staff Training 1,063
Staff Travel 1,420
Equipment 20,545
Equipment Repair & Maintenance 9,920
Insurance 10,625
Utilities 12,393
Communications 14,170
Audit 2,482
TOTAL OPERATING EXPENSES 94,677
INDIRECT 65,226 10% of Expenses
TOTAL EXPENSES 717,489
OAK #4856-8469-1508 v1 36
Exhibit B - Insurance Requirements
PPSC shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by PPSC, its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence, $2,000,000 general aggregate. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2.Automobile Liability: Insurance Services Office Form Number CA 0001covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. Liability coverage must include coverage for non-owned autos with the Cities named additional insured.
3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification it has no employees)
4. Professional Liability (Errors and Omissions) Insurance appropriate to PPSC's services under this Agreement, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
If PPSC maintains broader coverage and/or higher limits than the minimums shown above, the Cities require and shall be entitled to the broader coverage and/or the higher limits maintained by the PPSC. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to PPSC.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Rohnert Park, its officers, officials, employees, and volunteers, the City of Cotati, its officers, officials, employees, and volunteers, and the State of California, the Trustees of the California State University, Sonoma State University, its officers, officials, employees, OAK #4856-8469-1508 v1
representatives, volunteers and agents are to be covered as additional insureds on the CGL and automobile policy with respect to liability arising out of work or operations performed by or on behalf of PPSC including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to PPSC's insurance (at least as broad as ISO Form CG 20 10 11 85, or both CG 20 10, CG 2026, CG 20 33, or CG 20 38; and CG 2037 forms, if later revisions used).
Primary Coverage
For any claims related to this contract, PPS's insurance coverage shall be primary insurance providing primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entities, or their officers, officials, employees, or volunteers, shall be excess of PPSC's insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entities.
Waiver of Subrogation
Consultant hereby grants to Entities a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entities or any of their officers, officials, employees, or volunteers, by virtue of the payment of any loss under such insurance. PPSC agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the Entities have received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the Entities. The Entities may require PPSC to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or by the Entities.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current OAK #4856-8469-1508 v1
A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Entities.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, PPSC must purchase "extended reporting" coverage for a minimum of five (S) years after completion of contract work.
Verification of Coverage
PPSC shall furnish the Entities with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CL policy listing all policy endorsements to Entities before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive PPS's obligation to provide them. The Entities each reserve the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
OAK #4856-8469-1508 v1
Exhibit C - Map of Sonoma State
OAK #4856-8469-1508 v1
ROHNERT PARK EXPRESSWAY Alumni Grove 23) Nichols Hall
Anthropological Observatory
North Entrance Rohnert Park Exproscway Studies Contor
North Entrance Art Building Parking & Information
SONOMA Beaujolais Village Person Theatre
STATE UNIVERSITY Bookstore University Police
Loto Pro-Collegiato Programs Profudo
Campus Map ConGeneral
Darting
Cabernet Village Recreation Contor
Bldg 17A / CAPS Salazar Hall
Joan & Sanford I. Carson Hall Sauvion Village
Wolll Hall
Joan & Sanford I. Chalk Hill Schroeder Half
Lore Welll Hal
Charlie Brown's Café Shulz Information Center
Childron's School Stevenson Hall
Copeland Creek Redwood Circle Cooperage Student Contor
Schroeder Hall sireder
Darwin Hall Student Health Conter
invironments!
21) GMC services road Technology Conter Tsalazare High School Facilities Services nact
arbor
Fioldhouse Tuscany Villago
Art
Green Music Center Vietnam Veterans'
Memorial
Lo Bigg 29 Gymnasium Verdot Village
folio no Ger Holocaust & Genocide
Woill Hall
Intornational Hall Wine Spectator Learning
Center
Ives Hali Zinfandel Village
- Nichols Hall,/ Laurel Drive (one way vive 21)
Pool: Dining
Stevenson Hall Stevenson. (Shut Into Center)
Health Center
Charlie Brown's Café
- 7
Tennis Courts Visual and Performing Arts
Fleldhouse 71IH
Baseball Clubhouse VAr Build Gallery Toast
Lurary 12): 16) Green Music Conter Inside Student Contor:
Darwin Hall D C Schroeder Hall
Drive Lobo's Pizza & Pub
Weill Holl
• Information Sortball Overlook
Baseball
Anton Softball
id Circle Basebail (Shul into Canter)
Paresion cone Rose Soccer The Kitchens
VERDOT VILLAGE Person Theatre
Woyden + Brewster
1) Studont Conter ident Center otic Fields Athletic Flelds Residence Halls Numboose Crecau
Beaujolals Village Inside Wino Spectator
Learning Conter
int Cabernet Village
Stomping Grounds
Sauvignon Village
Memorials
Tuscany Village
Pooli Holocaust & Genocide
Verdot Village Memorial Grove
" 17
Zinfandel Village Memori Veterant
Stre
Track
SAUVIGNON VILLAGE Vine! vid Street General & Residence Halls) Lot F TUSCANY VILLAGE
University Police
For emergences, dial 911
Parking Lots
Vine Street Cypress Bus Stop
...: 21. 312*
Observ 91- R12
South Entrance
East Cotati Avenue Parking Permit Machine High School
Techzal M
EAST COTATI AVENUE
Sonoma Slate University is Smoke & Tobacse Free.
13017030