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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this AUGUST 25, 2026 by the CITY OF GARDEN GROVE, a municipal corporation, ("CITY") and HEALTHCARE IN ACTION, a California nonprofit corporation, hereinafter referred to as “CONTRACTOR”.
RECITALS
The following recitals are a substantive part of this Agreement:
1. This Agreement is entered into pursuant to Garden Grove City Council approval on August 25, 2026.
2. CITY desires to utilize the services of CONTRACTOR to design, develop, and deploy a Mobile Crisis Response Program per Attachment “A”.
3. CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish services.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. TERM AND TERMINATION. The term of the agreement shall be from August 25, 2026 through June 30, 2027, unless sooner terminated as provided herein. This agreement may be terminated by the CITY without cause. In such event, the CITY will compensate CONTRACTOR for work performed to date in accordance with CONTRACTOR’s proposal which is attached as Attachment “A” and is hereby incorporated by reference. CONTRACTOR is required to present evidence to support performed work completion.
2. SERVICES TO BE PROVIDED. The services to be performed by CONTRACTOR shall consist of tasks as set forth in the Proposal attached as Attachment “A”. The Proposal is incorporated herein by reference. The Proposal and this Agreement do not guarantee any specific amount of work.
3. COMPENSATION. CONTRACTOR shall be compensated as follows:
3.1 A MOUNT. Total Compensation under this agreement shall not exceed (NTE) amount of One Million Dollars ($1.0 million), payable in arrears and in accordance with proposal in Attachment A.
3.2 PAYMENT. For work under this Agreement, payment shall be made per invoice for work completed. Within 45 day of delivery of goods or completion of performance of services, CONTRACTOR must promptly render an invoice to CITY or payment may be significantly delayed. For extra work not a part of this Agreement, a written authorization by CITY will be required, and payment shall be based on schedule included in Proposal (Attachment A).
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3.3 RECORDS OF EXPENSES . CONTRACTOR shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement for a minimum of five years. These records will be made available at reasonable times to CITY.
3.4 TERMINATION. CITY shall have the right to terminate this agreement, without cause, by giving thirty (30) days written notice of termination. If the Agreement is terminated by CITY, then the provisions of Paragraph 3 would apply to that portion of the work completed.
4. INSURANCE REQUIREMENTS.
4.1 C OMMENCEMENT OF WORK. CONTRACTOR shall not commence work under this Agreement until all certificates and endorsements have been received and approved by the CITY. All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the CITY of any material change, cancellation, or termination at least thirty (30) days in advance and provide a Waiver of Subrogation in favor of the City.
4.2 W ORKERS COMPENSATION INSURANCE. During the duration of this Agreement, CONTRACTOR and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable.
4.3 I NSURANCE AMOUNTS. CONTRACTOR shall maintain the following insurance for the duration of this Agreement:
(a) Commercial general liability in an amount of $1,000,000.00 per occurrence (claims made and modified occurrence policies are not acceptable); Insurance companies must be acceptable to CITY and have a Best’s Guide Rating of A - Class VII or better, as approved by the CITY.
(b) Automobile liability in an amount of $1,000,000.00 combined single limit (claims made and modified occurrence policies are not acceptable); Insurance companies must be acceptable to CITY and have a Best’s Guide Rating of A - Class VII or better, as approved by the CITY.
(c) Professional liability in an amount not less than $1,000,000. Insurance companies must be admitted and licensed In California and have a Best’s Guide Rating of A-, Class VII or better, as approved by the City. If the policy is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of the agreement, and for a period of three (3) years from the date of the completion of services provided. In the event of termination, cancellation, or m aterial change in the policy, professional/contractor shall obtain continuing insurance coverage for the prior acts or omissions of professional/ contractor during the course of performing services under the term of the agreement. The coverage shall be evidenced either by a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier.
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An On-Going and Completed Operations Additional Insured Endorsement for the policy under section 4.3 (a) shall designate CITY, its officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
An Additional Insured Endorsement for the policy under section 4.3 (b) shall designate CITY, its officers, officials, employees, agents, and volunteers as additional insureds for automobiles, owned, leased, hired, or borrowed by the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees, agents, and volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.
If CONTRACTOR maintains higher insurance limits than the minimums shown above, CONTRACTOR shall provide coverage for the higher insurance limits otherwise maintained by the CONTRACTOR.
5. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY . No official or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY, or for any amount, which may become due to CONTRACTOR.
6. NON-DISCRIMINATION. CONTRACTOR covenants there shall be no discrimination against any person or group due to race, color, creed, religion, sex, marital status, age, handic ap, national origin, or ancestry, in any activity pursuant to this Agreement.
7. INDEPENDENT CONTRACTOR. It is agreed to that CONTRACTOR shall act and be an independent contractor and not an agent or employee of the CITY, and shall obtain no rights to any benefits which accrue to CITY'S employees.
8. COMPLIANCE WITH LAW.
CONTRACTOR shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government. CONTRACTOR shall comply with, and shall be responsible for c ausing all contractors and subcontractors performing any of the work pursuant to this Agreement , to comply with all applicable federal and state labor standards, including, to the extent applicable, the prevailing wage requirements promulgated by the Director of Industrial Relations of the State of California Department of Labor.
The City makes no warranty or representation concerning whether any of the
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work performed pursuant to this Agreement constitutes public works subject to the prevailing wage requirements.
9. CONFLICTS OF INTEREST. CONTRACTOR shall maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts.
No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member o f his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.
10. N OTICES. All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice.
These addresses shall be used for delivery of service of process.
a. (CONTRACTOR) Healthcare in Action
Attention: Benjamin Kaska
3800 Kilroy Airport Way
Long Beach, CA 90806
b. (Address of City) (with a copy to):
City of Garden Grove Garden Grove City Attorney
11222 Acacia Parkway 11222 Acacia Parkway
Garden Grove, CA 92840 Garden Grove, CA 92840
Attention: City Manager
11. CCONTRACTOR’S PROPOSAL . This Agreement shall include CONTRACTOR's proposal, which shall be incorporated herein by reference. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.
12. LICENSES, PERMITS, AND FEES. At its sole expense, CONTRACTOR shall obtain a Garden Grove Business License, all permits, and licenses as may be required by this Agreement.
13. FAMILIARITY WITH WORK . By executing this Agreement , CONTRACTOR warrants that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the facilities, difficulties, and restrictions of the work under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY of this and shall not proceed, except at CONTRACTOR's risk, until written instructions are received from CITY.
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14. TIME OF THE ESSENCE . Time is of the essence in the performance of this Agreement.
15. LIMITATION UPON SUBCONTRACTING AND ASSIGNMENT . The experience, knowledge, capability, and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter into this Agreement.
CONTRACTOR shall not contract with any other entity to perform the services required without written approval of the CITY. This Agreement may not be assigned voluntarily or by op eration of law, without the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of this Agreement, CONTRACTOR shall be responsible to CITY for the acts and omissions of its subcontractor as it is for persons directly employed . Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR.
16. AUTHORITY TO EXECUTE. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the parties are formally bound.
17. INDEMNIFICATION. CONTRACTOR agrees to protect, defend, and hold harmless CITY and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, arising out of, or in any way connected with performance of the Agreement by CONTRACTOR, CONTRACTOR's agents, officers, employees, subcontractors, or independent contractors hired by CONTRACTOR.
The only exception to CONTRACTOR's responsibility to protect, defend, and hold harmless CITY, is due to the sole negligence of CITY, or any of its elective or appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR.
18. APPROPRIATIONS. This Agreement is subject to and contingent upon funds being appropriated therefor by the Garden Grove City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the CITY.
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(Agreement Signature Block on Next Page)
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IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: _____________
CITY OF GARDEN GROVE
By:_____________________________
Lisa L. Kim
City Manager
ATTEST:
By:___________________________
Liz Vasquez
City Clerk
Date:____________________________
Date: ______________
HEALTHCARE IN ACTION
By:_____________________________
Its: ________________________
APPROVED AS TO FORM:
By:___________________________
City Attorney
If CONTRACTOR is a corporation, a Corporate
Resolution and/or Corporate Seal is required.
If a Partnership, Statement of Partnership
must be submitted to CITY.
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ATTACHMENT “A”
CONTRACTOR’S PROPOSAL