Below is a breakdown of the revenues:
National Opioid Settlement
Revenues
FY27 34,262.09
FY26 55,489.73
FY25 117,038.45
FY24 28,050.58
FY23 43,351.50
Total $ 278,192.35
PURPOSE/JUSTIFICATION OF RECOMMENDED ACTIONS
On June 25, 2026, the City released a Request for Proposals (RFP) via PlanetBids for experienced and qualified organizations and firms to provide citywide comprehensive mental health care coordination system services. The selected respondent is to provide opioid remediation program referrals and services for all city residents. The services outlined in the RFP align with Opioid Settlement Funding (OSF) of ending, reducing, or lessening the effects of the opioid epidemic.
Bids were due on July 10, 2026. While Staff received inquiries via email and phone from a few interested parties reviewing the RFP, the City received only one responsive bid from Care Solace Inc. On August 25, 2025, the City re-advertised the RFP to re-solicit proposals to seek additional interested firms and receive one proposal from Care Solace on September 11, 2026.
Staff is recommending that the City enter into an agreement with Care Solace in the amount of $90,202.00. The term of the agreement shall be from October 1, 2026-June 30,2029. Because Huntington Park's award is funded through Opioid Settlement dollars, Care Solace Inc's services have been mapped directly to California's Schedule approved opioid remediation categories, demonstrating that this engagement is a fundable, high-value use of the City's OSF allocation.
Founded in 2015, Care Solace Inc. provides timely connections to verified mental health providers and local social services, expands on existing programs, and bridges the gaps for needs that exceed the scope of those services. Serving as a 24/7 coordinated point of entry to mental health and social services, Care Solace Inc. will support the City from first responders to crisis centers to social workers to courts and jails to all residents.
Through a tech-enabled human approach, Care Solace Inc. will ensure that individuals receive equitable access to reliable, ethical, and high-quality mental health care, regardless of coverage, including private insurance, Employee Assistance Program (EAP), Medicaid, and sliding scale options for those without insurance. Care Solace’s care coordination will help bridge the gap to behavioral health services for individuals in even the most vulnerable communities. They currently provide services for various agencies nationwide, including California agencies such as the Downey Unified School
CARE SOLACE INC- OPIOID SETTLEMENT FUND
August 25, 2026
District, the Los Angeles Unified School District, and the Cities of Beaumont, Maywood, Monrovia, Murrieta, Paramount, and Temecula.
Implementation of Care Solace Inc.’s Central Hub of Care will provide a tool in Huntington Park to connect residents with licensed behavioral health care providers and social services and will further efforts to impact mental health and community well-being through a dedicated funding source.
LEGAL REQUIREMENT
Documents have been/will be reviewed by the City Attorney’s Office to ensure legal compliance.
FISCAL IMPACT/FINANCING
There is sufficient funding in the Opioid Settlement Agreements revenue accounts to award a Professional Services Agreement to Care Solace, Inc., for a not to exceed amount of $90,202.00, to provide social services and mental health care coordination to Huntington Park residents. There is no impact to the General Fund or any other nonrestricted funds from this action.
CONCLUSION
Upon City Council approval, staff will proceed with the recommended actions.
Respectfully submitted,
RICARDO REYES
City Manager
LOUIS MORALES, Director
Community & Economic Development
Attachments:
Attachment A: Care Solace Inc, Professional Services Agreement
PROFESSIONAL SERVICES AGREEMENT
COMPREHENSIVE MENTAL HEALTH CARE COORDINATION SYSTEM SERVICES THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 22nd of September, 2026 (hereinafter, the “Effective Date”), by and between the CITY OF HUNTINGTON PARK, a municipal corporation (“CITY”) CARE SOLACE, INC (hereinafter, “CONSULTANT”). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably.
RECITALS
This AGREEMENT is made and entered into with respect to the following facts:
WHEREAS, on September 11, 2026, the CITY concluded its Request for Proposal process for RFP No. CD 2026-04 OPIOID SETTLEMENT FUNDS; and WHEREAS, on September 22,2026, the Professional Services Agreement was assigned to the CONSULTANT; and
WHEREAS, CONSULTANT represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees; and
WHEREAS, CONSULTANT further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement; and
WHEREAS, the execution of this Agreement was approved by the Huntington Park City Council at its Regular Meeting of September 22, 2026.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, Agency and CONSULTANT agree as follows:
I. ENGAGEMENT TERMS
1.1 SCOPE OF SERVICES: Subject to the terms and conditions set forth in this Agreement and all exhibits attached and incorporated hereto, CONSULTANT agrees to perform the services and tasks set forth in Exhibit “A” (hereinafter referred to as the “Scope of Services”). CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Services. For the purposes of this Agreement the aforementioned services and tasks set forth in the Scope of Services shall hereinafter be referred to generally by the capitalized term “Work.”
1.2 TERM: This Agreement shall commence on September 22, 2026 and terminate on June 30th, 2028. The term of the Agreement may be extended by a period of up to TWELVE (12) months(s) upon written notice of the City Manager. Such written notice shall be provided no less than thirty (30) days prior to the termination of this Agreement. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause.
1.3 COMPENSATION:
A. CONSULTANT shall perform the various services and tasks set forth in the Scope of Services Exhibit “A”.
B. Section 1.3(A) notwithstanding, CONSULTANT’s total compensation during the Term of this Agreement or any extension term shall not exceed the budgeted aggregate sum of Ninety Thousand Two Hundred Two dollars, and 00 cents ($90,202.00) per 21 month term (hereinafter, the “Not-toExceed Sum”), unless such added expenditure is first approved by the CITY acting in consultation with the City Manager and the Director of Finance. In the event CONSULTANT’s charges are projected to exceed the Not-toExceed Sum prior to the expiration of the Term or any single extension term, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Not-to-Exceed Sum or any other CITY-approved amendment to the compensation terms of this Agreement.
1.4 PAYMENT OF COMPENSATION: On the first of each month, CONSULTANT shall submit to CITY an itemized invoice for that month’s Base Fee (“AMOUNT” per month) if applicable and indicating the additional services and tasks performed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT’s monthly compensation is a function of hours worked by CONSULTANT’s personnel, the invoice shall indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY shall pay any undisputed amounts. Within thirty (30) calendar days of receipt of each invoice, CITY shall notify CONSULTANT in writing of any disputed amounts included in the invoice. CITY shall not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.
1.5 ACCOUNTING RECORDS: CONSULTANT shall maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY shall have the reasonable right to access and examine such records, without charge.
CITY shall own and further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT shall deliver to CITY immediately and without delay, all written materials, including any electronic communications, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.
II. PERFORMANCE OF AGREEMENT
2.1 CITY’S REPRESENTATIVES: The CITY hereby designates the City Manager and Director of Public Works (hereinafter, the “CITY Representatives”) to act as its representatives for the performance of this Agreement. The City Manager shall be the chief CITY Representative. The CITY Representatives or their designee shall act on behalf of the CITY for all purposes under this Agreement. CONSULTANT shall not accept directions or orders from any person other than the CITY Representatives or their designee.
2.2 CONSULTANT REPRESENTATIVE AND CONTACT INFORMATION:
CONSULTANT hereby designates Louis Reyes to act as its representative for the performance of this Agreement (hereinafter, “Consultant Representative”).
Consultant Representative shall have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or his designee shall supervise and direct the performance of the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the Consultant Representative shall constitute notice to CONSULTANT.
CONSULTANT may, by written notice to CITY, advise CITY of any change in Consultant Representative.
2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:
CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and shall be available to CITY staff and the CITY Representatives at all reasonable times. All work prepared by CONSULTANT shall be subject to inspection and approval by CITY Representatives or their designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:
A. CONSULTANT shall perform all Work skillfully, competently and to the highest standards of CONSULTANT’s profession;
B. CONSULTANT shall perform all Work in a manner reasonably satisfactory to the CITY;
C. CONSULTANT shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code section 1090 and the Political Reform Act (Government Code section 81000 et seq.);
D. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
E. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
F. All of CONSULTANT’s employees and agents (including but not limited subcontractor(s)) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONSULTANT shall perform, at CONSULTANT’s own cost and expense and without reimbursement from CITY, any services necessary to correct any errors or omissions directly caused by CONSULTANT’s failure to comply with the applicable professional standard of care, or by any like failure on the part of CONSULTANT’s employees, agents, or sub- contractor(s).
Such effort by CONSULTANT to correct any errors or omissions shall be commenced as soon as reasonably practicable upon their discovery or notice by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the CITY Representatives in writing, in accordance with applicable industry standards.
The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf shall not constitute a release of any deficiency or delay in performance.
The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and in accordance with applicable industry standards of CONSULTANT’s profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it shall not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT’s duties or obligations under this Agreement without the prior written consent of the CITY, which consent shall not be unreasonably withheld.
CITY shall have up to sixty (60) calendar days to consider any proposed assignment by CONSULTANT. CONSULTANT can withhold consent where the CITY determines that the proposed assignee does not have the financial capacity to comply with the terms of this Agreement. In the absence of CITY’s prior written consent, any attempted assignment or transfer shall be ineffective, null and void and shall constitute a material breach of this Agreement.
2.6 INDEPENDENT CONTRACTOR: The Work shall be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and shall at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT shall pay all wages, salaries and other amounts due such personnel and shall assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.
2.7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, or sub-contractor(s) is determined by the CITY Representatives to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, or subcontractor(s) fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, or sub-contractor(s) shall be promptly removed by CONSULTANT and shall not be reassigned to perform any of the Work.
2.8 COMPLIANCE WITH LAWS: CONSULTANT shall keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT’s compliance with applicable laws shall include without limitation compliance with all applicable Cal/OSHA requirements. To the extent that any changes in applicable law result in an increase in CONSULTANT’s cost of performance, the Parties shall negotiate in good faith to reach a mutually agreeable price adjustment. Should the Parties fail to reach such an agreement within 30 days (or such other agreeable time period) of CONSULTANT’s notice to CITY of its increased cost of performance, either Party may terminate this Agreement upon 7 days’ written notice.
2.9 NON-DISCRIMINATION: In the performance of this Agreement, CONSULTANT shall not discriminate against any employee, contractor, sub-contractor(s), or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability or medical condition.
2.10 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and shall at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY.
CONSULTANT shall be solely responsible for the negligent acts and/or omissions of its employees, agents, consultant(s) and sub-contractor(s). CONSULTANT and all persons retained or employed by CONSULTANT shall have no authority, express or implied, to bind CITY in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, CITY, whether by CONSULTANT or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.
III. INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT shall procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONSULTANT shall procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 0001) or its equivalent. Such CGL Coverage shall have minimum limits of no less than Two Million Dollars ($2,000,000.00) per occurrence and Four Million Dollars ($4,000,000.00) general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Automobile Liability Insurance: CONSULTANT shall procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1.00,000.00) per accident for bodily injury and property damage.
C. Workers’ Compensation Insurance / Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.
3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance shall contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement shall be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance shall be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A: VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representatives are authorized to authorize lower ratings than those set forth in this Section.
3.4 PRIMACY OF CONSULTANT’S INSURANCE: All policies of insurance provided by CONSULTANT shall be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.
3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement shall not prohibit CONSULTANT, its officers, employees, agents, consultant(s) or sub-contractor(s) from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY.
3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY’s financial well-being and, indirectly, the collective well-being of the residents of the CITY.
Accordingly, CONSULTANT warrants, represents and agrees that it shall furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf and shall be on forms provided by the CITY if requested. All certificates of insurance and endorsements shall be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any work or any of the Work. Upon CITY’s written request, CONSULTANT shall also provide CITY with certified copies of all required insurance policies and endorsements.
IV. INDEMNIFICATION
4.1 The Parties agree that CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “CITY Indemnitees”) should, to the fullest extent permitted by law, be protected from loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or other costs arising out of, pertaining to, or resulting from the negligent acts, errors, or omissions, or willful misconduct of CONSULTANT or its employees, agents, or sub-contractor(s), in the performance of this Agreement.
This indemnity is intended to be interpreted and construed to provide the CITY Indemnitees with the fullest protection permitted by law without requiring CONSULTANT to indemnify CITY for claims arising from the sole or active negligence or willful misconduct of the CITY.
CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend, and hold harmless CITY as set forth herein.
4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement.
4.3 CITY shall have the right to offset against the amount of any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT’s failure to pay CITY promptly any indemnification arising under this Article and related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.
Prior to exercising any offset, CITY shall provide CONSULTANT with written notice specifying the basis and amount of the proposed offset, and CONSULTANT shall have a reasonable opportunity to cure or dispute the alleged deficiency.
Offsets shall be limited to amounts directly attributable to the applicable failure and shall not apply to sums subject to a good-faith dispute or amounts pending resolution under applicable dispute-resolution procedures.
4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers.
4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every CONSULTANT or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT, sub-contractor(s) or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.
4.6 CITY does not, and shall not, waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.
4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.
V. TERMINATION
5.1 TERMINATION WITHOUT CAUSE: CITY may terminate this Agreement at any time for convenience and without cause by giving CONSULTANT a minimum of ten (10) calendar day’s prior written notice of CITY’s intent to terminate this Agreement. Upon such termination for convenience, CONSULTANT shall be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination. CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below.
If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 6.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work. CONSULTANT shall be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, shall operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.
5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth under Sections 5.2.B and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. CONSULTANT shall cure the following Events of Defaults within the following time periods:
i. Within five (5) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement and that is within CONSULTANT’s reasonable control. may submit a written request for additional time upon a showing that CONSULTANT has commenced good-faith efforts to cure the Event of Default and that the Event of Default cannot reasonably be cured within the initial cure period. The CITY shall not unreasonably withhold approval of such extension, provided that in no event shall the total cure period exceed fourteen (14) calendar days, unless otherwise agreed in writing by the CITY Representatives.
In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT shall include, but shall not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Services; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY shall cure any Event of Default asserted by CONSULTANT within thirty (30) calendar days of CONSULTANT’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 30-day cure period. Prior to the expiration of the 30-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.4, above, shall be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending
CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”), which notice shall specify the basis for the suspension and the actions required to cure the Event of Default.
CITY may issue a Suspension Notice upon the occurrence of a material Event of Default that remains uncured following applicable notice and cure periods, except where immediate suspension is reasonably necessary to protect public safety or City property.
Upon such suspension, CONSULTANT shall be compensated for services and tasks satisfactorily performed up to the effective date of suspension, including approved demobilization costs and reasonable costs incurred as a direct result of the suspension, subject to the terms of this Agreement.
No actual or asserted breach of this Agreement on the part of CITY shall operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach.
No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, CITY may extend the time of performance;
iii. CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT’s breach of the Agreement or to terminate the Agreement; or
iv. CITY may exercise any other available and lawful right or remedy.
CONSULTANT shall be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.
G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto shall not operate to terminate any Article, Section or provision contained herein which provides that it shall survive the termination or normal expiration of this Agreement.
VI. MISCELLANEOUS PROVISIONS
6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data shall be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, drawings, designs, renderings, specifications, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically.
This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT shall require all sub-contractor(s) working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY shall be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any CONSULTANT as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by CONSULTANT without prior written consent by CITY. CITY shall grant such consent if disclosure is legally required. Upon request, all CITY data shall be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT shall not use CITY’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., section 3789 et seq. and the California False Claims Act, Government Code section 12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CONSULTANT: CITY:
Care Solace, Inc City of Huntington Park
120 Birmingham Dr, Ste 200. 6550 Mile Avenue
Cardiff, CA 92007 Huntington Park, CA 90255
Attn: Anita Ward, Chief Growth Officer Attn: Ricardo Reyes, City Manager Email: [email protected] Email: [email protected] Phone: (213) 880-1238 Phone: (323) 582-6161
Such notices shall be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as is reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING: CONSULTANT shall not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts, if any, shall contain a provision making the subcontractor subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANT: CITY reserves the right to employ other CONSULTANT in connection with the various projects worked upon by CONSULTANT.
6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
6.10 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.
6.11 DIGITAL SIGNATURES: Signatures to this Agreement transmitted by facsimile (fax) or in the form of a digital image – including without limitation PDF, JPEG and/or GIF files, or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 (15 USC § 7001 et seq.) or California’s Uniform Electronic Transactions Act (Cal. Civil Code § 1633.1 et seq.) – shall be valid and effective to bind the Party so signing; each Party agrees to promptly deliver an execution original of this Agreement with its actual signature to each other party, but a failure to do so shall not affect the enforceability of this Agreement, it being expressly agreed that each Party to this Agreement shall be bound by its own facsimile, scanned or other electronic signature and shall accept the telecopied or scanned signature of each other Party to this Agreement.
6.12 BUSINESS LICENSE AND W9: CONSULTANT must obtain a business license from the CITY prior to commencing work and submit a W9 form prior to issuance of CONSULTANT’s first invoice to the CITY.
6.13 FORCE MAJEURE: A Party’s performance of any obligation under this Agreement shall be excused if, and to the extent that, the Party is unable to perform because of any event of Force Majeure. In any such event, the party unable to perform shall be required to resume performance of its obligations under this Agreement upon the termination of the event or cause that excused performance hereunder. “Force Majeure” herein means an event which is beyond the reasonable control of a Party, including without limitation: (a) acts of God; (b) flood, fire, earthquake, hurricane or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law that prevents CONSULTANT from performing its obligations as set forth in this Agreement; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority that prevents CONSULTANT from performing its obligations as set forth in this Agreement; and (g) national or regional emergency.
6.14 ATTORNEYS’ FEES: If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party, reasonable attorneys’ fees and all other costs of such action.
6.15 SUCCESSORS AND ASSIGNS: This Agreement shall be binding on the successors and assigns of the Parties.
6.16 NO THIRD-PARTY BENEFIT: There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
6.17 CONSTRUCTION OF AGREEMENT: This Agreement shall not be construed in favor of, or against, either Party but shall be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.
6.18 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
6.19 AMENDMENTS: No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid.
6.20 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limits, augment, or describe the scope, content, or intent of this Agreement.
6.21 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement shall control.
6.22 ENTIRE AGREEMENT: This Agreement including all attached exhibits is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, or entered into between CITY and CONSULTANT prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid or binding. No amendment, modification or supplement to this Agreement shall be valid and binding unless in writing and duly executed by the Parties pursuant to Section 6.19, above.
6.23 COUNTERPARTS: This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterpart(s) shall be valid or binding unless made to all three counterparts in conformity with Section 6.19, above. One fully executed original counterpart shall be delivered to CONSULTANT and the remaining two original counterparts shall be retained by CITY.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CARE SOLACE, INC.
Signature Title
Print Name Date
Signature Title
Print Name Date
If the CONSULTANT is a corporation, signature of two specific corporate officers are required as further set forth. The first corporate office signature must be one of the following: 1) Chairman of the Board; 2) the President; 3) Chief Financial Officer; 4) Treasurer.
Alternatively, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signature to bind the company. (California Corporations Code Section 313)
CITY OF HUNTINGTON PARK
City Manager
Signature Title
Ricardo Reyes
Print Name Date
CITY CLERK
Patricia Jacquez-nares, Interim City Clerk Date
APPROVED AS TO FORM
Andrew Sarega, City Attorney Date
EXHIBIT “A”
SCOPE OF WORK
(SEE ATTACHED)
CITY OF HUNTINGTON PARK
City Manager’s Office
City Council Agenda Report
September 22, 2026
Honorable Mayor and Members of the City Council
City of Huntington Park
6550 Miles Avenue
Huntington Park, CA 90255
Honorable Mayor and Members of the City Council:
UPDATE REGARDING COMMISSION VACANCIES REQUIRING COUNCILMEMBER ACTION
IT IS RECOMMENDED THAT CITY COUNCIL:
1. Receive an update regarding eleven (11) commission vacancies and provide an opportunity for Councilmembers Macias, Martinez, Sanabria, Martiz, and Flores to identify prospective appointees to fill their respective vacancies.
PURPOSE/JUSTIFICATION OF RECOMMENDED ACTION
This item updates the City Council on commission vacancies that remain unfilled under the appointment process established by Ordinance No. 2025-08.
The attached Commission Vacancy Report identifies eleven (11) vacancies: Arts and Theatre Commission – one (1), consisting of one (1) Macias vacancy; Health and Education Commission – one (1) Sanabria vacancy; Historic Preservation Commission – one (1) Martiz vacancy; Parks and Recreation Commission – two (2), consisting of one (1) Martiz vacancy and one (1) Flores vacancy; and Youth Commission – six (6), consisting of two (2) Sanabria vacancies, two (2) Martiz vacancies, and two (2) Flores vacancies. These vacancies should be filled as soon as possible.
FISCAL IMPACT
There is no additional fiscal impact associated with the recommended action. Any compensation authorized for appointed commissioners is included in the adopted Fiscal Year 2026/27 budget under account 111-0123-413.19-05.
UPDATE REGARDING COMMISSION VACANCIES REQUIRING COUNCILMEMBER ACTION
September 22, 2026
CONCLUSION
To support full commission membership and continued operations, Councilmembers Macias, Sanabria, Martiz, and Flores should fill their respective vacancies as soon as possible. The City Clerk will coordinate onboarding following City Council approval.
Respectfully submitted,
RICARDO REYES
City Manager
Pat Jacquez- Nares
Interim City Clerk
ATTACHMENT(S)
Attachment A – Commission Vacancy Report
Commission Vacancy Report Updated September 22, 2026
Arts and Theatre Commission
Vacancy Macias
Health and Education Commission
Vacancy Sanabria
Historic Preservation Commission
Vacancy Martiz
Parks and Recreation Commission
Vacancy Martiz
Vacancy Flores
Youth Commission
Vacancy Sanabria
Vacancy Sanabria
Vacancy Martiz
Vacancy Martiz
Vacancy Flores
Vacancy Flores