AGREEMENT FOR COMMUNITY WELLNESS AND CRISIS RESPONSE TEAM (CWCRT) CLINICIAN SERVICES THIS AGREEMENT (“Agreement”) is made by and among the CITY OF SAN BRUNO, the CITY OF PACIFICA and JANELLA JUAN, a sole proprietor (“Consultant”). San Bruno and Pacifica may be referred to individually as a "City" and collectively as the "Cities." Each may be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Cities desire to participate in a shared Community Wellness and Crisis Response Team ("CWCRT") program that integrates a licensed mental health clinician into law enforcement operations to support timely and clinically appropriate responses to individuals experiencing behavioral health crises; and WHEREAS, Consultant is a licensed mental health clinician operating as a sole proprietor and independent contractor and represents that she possesses the education, experience, licensure, insurance and qualifications necessary to perform the services described in this Agreement; and
WHEREAS, San Bruno previously entered into a Professional Services Agreement with Consultant to maintain continuity of CWCRT clinician services following the closure of StarVista, and that agreement was subsequently amended while San Bruno, Pacifica and the County of San Mateo developed the proposed shared regional model; and WHEREAS, the Cities desire to share Consultant as a regional resource, with Consultant's regular schedule anticipated to be allocated substantially equally between the Cities while preserving flexibility to respond to changing operational needs; and
WHEREAS, the Cities and the County of San Mateo, acting through San Mateo County Health Behavioral Health and Recovery Services ("BHRS"), are entering into a separate agreement governing BHRS support for the CWCRT Program ("BHRS Agreement"); and
WHEREAS, the Parties intend this Agreement and the BHRS Agreement to be implemented concurrently so the contractual, operational and clinical components of the shared CWCRT Program take effect together.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
1. TERM AND EFFECTIVE DATE
A. This Agreement shall become effective on the later of: (1) the date on which this Agreement has been fully executed by Consultant and the authorized representatives of both Cities; or (2) the date on which the BHRS Agreement has been fully executed by the County of San Mateo and both Cities ("Effective Date").
B. The term of this Agreement shall begin on the Effective Date and continue through June 30, 2028, unless earlier terminated in accordance with Section 12.
C. As of the Effective Date, this Agreement supersedes San Bruno's existing Professional Services Agreement with Consultant, as amended, solely with respect to services performed on or after the Effective Date. Amounts earned and obligations incurred before the Effective Date remain governed by the prior agreement.
D. The Parties may extend this Agreement only by written amendment executed by all Parties and subject to any approvals required by each City.
2. SCOPE OF SERVICES
A. Consultant shall provide CWCRT clinician services to the Cities as described in Exhibit A, which is attached and incorporated by reference.
B. Consultant shall perform all services in a professional manner consistent with applicable federal, state and local law, professional licensing requirements, standards of care, the BHRS Agreement and applicable CWCRT policies and procedures.
C. Consultant shall not subcontract or assign clinical work under this Agreement without the prior written approval of both Cities.
D. Consultant shall exercise independent clinical judgment in providing behavioral health services. Nothing in this Agreement authorizes either City to direct or control Consultant's professional clinical judgment.
3. SHARED SERVICES ARRANGEMENT
A. Nothing in this Agreement creates a partnership, joint venture, joint powers authority, joint employment relationship or joint liability between the Cities.
B. Consultant shall serve as a shared regional resource for San Bruno and Pacifica. The Parties anticipate that Consultant's regular work schedule will be allocated substantially equally between the Cities.
C. Operational demands may require temporary adjustments in schedule or deployment.
D. Consultant may provide services across jurisdictional boundaries when operationally appropriate and when the services fall within the scope of this Agreement. Work performed for both Cities at the same time shall be allocated and billed in accordance with Section 5.
E. Nothing in this Agreement guarantees Consultant's availability to either City at a particular time and nothing in this Agreement requires an equal number of calls for service, follow-up contacts, outreach activities, case management efforts or other services in each jurisdiction. The Cities will coordinate scheduling and priorities in accordance with Section 6.
4. INDEPENDENT CONTRACTOR
A. Consultant is and shall remain an independent contractor. Consultant is not an employee, agent, joint employee or representative of either City for any purpose except as expressly authorized in writing.
B. Consultant is not entitled to wages, benefits, leave, retirement contributions or other incidents of employment from either City. Consultant is responsible for all taxes, insurance, licenses and ordinary business expenses associated with operating as an independent contractor, except as expressly provided in this Agreement or the BHRS Agreement.
C. Consultant acknowledges that this Agreement does not create eligibility for membership in the California Public Employees' Retirement System or any other City retirement program based solely on services provided under this Agreement.
5. COMPENSATION AND BILLING
A. Each City shall compensate Consultant at the rate of Eighty Dollars ($80.00) per hour for services performed for that City under this Agreement.
B. The maximum amount payable by San Bruno under this Agreement shall not exceed One Hundred Sixty-Six Thousand Four Hundred Dollars ($166,400), equivalent to 2,080 hours at the hourly rate stated above, unless San Bruno authorizes a higher amount through all approvals required by that City.
C. The maximum amount payable by Pacifica under this Agreement shall not exceed One Hundred Sixty-Six Thousand Four Hundred Dollars ($166,400), equivalent to 2,080 hours at the hourly rate stated above, unless Pacifica authorizes a higher amount through all approvals required by that City.
D. The aggregate maximum potential compensation under this Agreement is therefore Three Hundred Thirty-Two Thousand Eight Hundred Dollars ($332,800). Each City is responsible only for its own payment obligations. Neither City guarantees or assumes payment of the other City's share.
E. Consultant shall submit a separate monthly invoice to each City for services performed on behalf of that City. Each invoice shall identify the billing period, dates of service, hours worked, a brief description of services, the applicable hourly rate and the total amount due.
F. Consultant shall not double bill the Cities for the same services. When Consultant performs a single service or activity simultaneously for the benefit of both Cities, the billable time shall be divided equally between the Cities unless the Chiefs of Police or their designees approve another allocation in writing before payment.
G. Temporary schedule adjustments do not change the hourly rate or the maximum compensation authorized by either City. Actual invoices shall reflect the services and hours properly allocable to each City.
H. Each City shall pay approved invoices within thirty (30) days after receipt. Funding remains subject to annual appropriation and all applicable budgetary requirements of each City.
I. Except as expressly authorized in writing by the applicable City, Consultant shall not separately charge either City for mileage, equipment, insurance, professional dues or other ordinary business expenses. External training fees or other program expenses governed by the BHRS Agreement are not part of Consultant's hourly compensation unless expressly approved in writing by the City responsible for the expense.
6. PROGRAM ADMINISTRATION AND OPERATIONAL COORDINATION
A. The Chief of Police of each City, or the Chief's designee, shall serve as the primary operational representative for administration of this Agreement.
B. The Cities shall coordinate Consultant's regular schedule, deployment, City-specific assignments, special events, outreach activities and other operational priorities. The Cities shall meet at the beginning of the term and thereafter as needed. Either City may request a scheduling meeting, which shall occur within one week when reasonably practicable.
C. In coordination with BHRS, the Cities shall provide administrative oversight of the regional CWCRT Program. That oversight includes verifying required professional licensure, required annual training, 5150 certification, documentation and reporting compliance, participation in required program meetings and compliance with applicable County program requirements.
D. Administrative oversight by the Cities shall not interfere with Consultant's independent professional judgment or create an employment relationship.
E. The Cities shall communicate promptly regarding material operational or compliance concerns. If the Chiefs of Police or their designees cannot resolve a scheduling or administrative dispute, the matter may be elevated to the City Managers or their designees for resolution.
7. BHRS COORDINATION AND CONTINGENCY
A. BHRS support for the CWCRT Program is governed by the separate BHRS Agreement among the County of San Mateo, San Bruno and Pacifica. BHRS is not a party to this Agreement, and nothing herein creates contractual obligations for BHRS.
B. Consultant shall comply with BHRS requirements necessary to maintain 5150 certification, access County systems, use County-provided equipment and perform services under the CWCRT Program.
C. The effectiveness of this Agreement is contingent upon full execution of the BHRS Agreement as provided in Section 1.
D. If the BHRS Agreement expires, terminates or otherwise ceases to provide the clinical and operational support necessary for Consultant to perform the services contemplated here, the Parties shall promptly meet and confer. Unless a lawful alternative arrangement is approved in writing by the affected City or Cities and Consultant, this Agreement may be terminated by any Party upon thirty (30) days' written notice.
E. Withdrawal or termination by one City under this Agreement does not by itself release that City from obligations under the BHRS Agreement. Any change to a City's participation in the BHRS Agreement must occur in accordance with the terms of that separate agreement.
8. LICENSES, CERTIFICATIONS AND PROFESSIONAL RESPONSIBILITIES A. Consultant shall maintain throughout the term a valid California professional license appropriate to the services performed under this Agreement and shall promptly notify both Cities and BHRS of any restriction, suspension, lapse or other material change affecting that license.
B. Consultant shall complete and maintain all training and certifications required by BHRS, including 5150 certification and any annual training required to continue performing crisis services.
C. Consultant shall complete required clinical and program documentation accurately and timely, including documentation required in BHRS systems, and shall comply with applicable recordkeeping, privacy and reporting requirements.
D. Consultant shall promptly notify both Cities and BHRS of any material legal, ethical, licensing, safety or clinical issue that could affect Consultant's ability to perform services under this Agreement.
9. INSURANCE
A. Consultant shall maintain insurance throughout the term in the types and amounts set forth in Exhibit C.
B. Before the Effective Date, Consultant shall provide each City certificates of insurance and endorsements required by Exhibit C.
C. Failure to maintain required insurance is a material breach of this Agreement.
10. INDEMNIFICATION
A. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold harmless San Bruno, Pacifica and their respective officers, officials, employees, agents and volunteers from and against claims, demands, damages, liabilities, losses, judgments, costs and expenses arising out of or relating to Consultant's acts, errors, omissions or willful misconduct in the performance of this Agreement.
B. San Bruno shall be responsible for the acts and omissions of its officers, officials, employees and agents and shall defend, indemnify and hold harmless Pacifica from claims arising solely from the negligent or wrongful acts or omissions of San Bruno's officers, officials, employees or agents.
C. Pacifica shall be responsible for the acts and omissions of its officers, officials, employees and agents and shall defend, indemnify and hold harmless San Bruno from claims arising solely from the negligent or wrongful acts or omissions of Pacifica's officers, officials, employees or agents.
D. Nothing in this Agreement creates joint liability between the Cities. Each City remains solely responsible for its own personnel, operations and obligations. The obligations in this Section survive expiration or termination of this Agreement.
11. RECORDS, CONFIDENTIALITY AND DATA SECURITY
A. Each City shall retain ownership of records and work product prepared specifically for that City, subject to applicable law. Clinical records maintained in BHRS systems remain governed by applicable law, the BHRS Agreement and BHRS policies.
B. Neither City is granted unrestricted access to confidential clinical records maintained by or on behalf of the other City.
The Parties may use aggregate, deidentified or otherwise nonconfidential program data for program administration, reporting, planning and evaluation.
C. Consultant shall maintain the confidentiality of information obtained in performing services and shall comply with Exhibit B and all applicable privacy, confidentiality, medical information and criminal justice information requirements.
D. Before receiving or accessing protected health information, Consultant shall execute any Business Associate Agreement or other privacy instrument reasonably required by BHRS or an applicable City.
E. The obligations in this Section and Exhibit B shall survive expiration or termination of this Agreement.
12. TERMINATION AND WITHDRAWAL
A. Either City may terminate its participation in this Agreement for any reason upon thirty (30) days' written notice to Consultant and the other City.
B. Consultant may terminate this Agreement upon ninety (90) days' written notice to both Cities.
C. Termination or withdrawal by one City does not automatically terminate this Agreement as to the remaining City. Subject to the BHRS Agreement and all required approvals, Consultant and the remaining City may continue services under this Agreement or execute a successor agreement.
D. If the remaining City and Consultant continue under this Agreement after the other City withdraws, the withdrawing City shall have no payment obligation for services performed after its effective withdrawal date, except for amounts previously incurred or obligations that expressly survive termination.
E. Any Party may terminate for material breach if the breaching Party fails to cure the breach within thirty (30) days after written notice, unless the breach is not reasonably capable of cure or immediate termination is otherwise authorized by this Agreement or applicable law.
F. Upon expiration or termination, Consultant shall promptly return City and BHRS property and shall deliver or dispose of records as required by applicable law, the BHRS Agreement and Exhibit B.
13. GENERAL PROVISIONS
A. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force and effect.
B. This Agreement shall be governed by the laws of the State of California.
C. This Agreement, together with its exhibits, constitutes the entire agreement among the Parties concerning Consultant's CWCRT services and supersedes prior negotiations and understandings on that subject.
D. No amendment is effective unless it is in writing, executed by Consultant and both Cities, and approved in accordance with each City's applicable authority.
E. This Agreement may be executed in counterparts and by electronic signature. Each counterpart shall be deemed an original and all counterparts together constitute one Agreement.
F. No waiver of any provision constitutes a waiver of another provision or a continuing waiver unless expressly stated in writing.
G. Notices required by this Agreement shall be in writing and delivered personally, by nationally recognized overnight courier, by certified United States mail, return receipt requested, or by another method agreed to in writing. Operational communications and routine scheduling may occur by email or other customary means.
14. NOTICES AND PROGRAM CONTACTS
Consultant:
Janella Juan
850 Campus Drive #113
Daly City, Ca. 94015
[email protected]
City of San Bruno:
Matt Lethin, Chief of Police
567 El Camino Real
San Bruno, CA 94066
Email: [email protected]
City of Pacifica:
Maria Sarasua, Chief of Police
2075 Coast Highway
Pacifica, CA 94044
Email: [email protected]
A Party may update its notice address or program contact by written notice to the other Parties without amending this Agreement.
SIGNATURES
The Parties have caused this Agreement to be executed by their duly authorized representatives. The Effective Date is determined in accordance with Section 1.
CONSULTANT
Janella Juan
Signature: ______________________________
Date: __________________________________
CITY OF SAN BRUNO
By: ______________________________
City Manager
Date: ____________________________
APPROVED AS TO FORM:
__________________________________
City Attorney
CITY OF PACIFICA
By: ______________________________
City Manager
Date: ____________________________
APPROVED AS TO FORM:
__________________________________
City Attorney
EXHIBIT A PROJECT DESCRIPTION AND SCOPE OF SERVICES
Consultant shall serve as the CWCRT Mental Health Clinician for San Bruno and Pacifica and shall provide services within the scope of Consultant's professional license and applicable BHRS requirements.
A. Crisis Response
• Respond with law enforcement personnel to behavioral health-related calls for service when appropriate. • Conduct behavioral health and crisis assessments.
• Provide crisis intervention and de-escalation.
• Evaluate whether an individual meets applicable criteria for an involuntary hold and follow required procedures. • Perform suicide, homicide and grave-disability risk assessments within the scope of licensure and training. • Assist with safety planning, stabilization, referrals and coordination of transportation when appropriate.
B. Follow-Up and Case Management
• Provide follow-up contacts and short-term case management to individuals encountered through CWCRT services. • Assist individuals with access to behavioral health, substance use, housing, medical and community resources. • Coordinate with treatment providers, family members, caregivers and partner agencies as appropriate and permitted by law.
• Support continuity of care and longer-term stabilization through referrals and resource navigation.
C. Community Outreach and Law Enforcement Collaboration • Participate in community outreach, education and public engagement related to behavioral health and crisis response. • Provide consultation and education to law enforcement personnel regarding behavioral health-related incidents. • Participate in case review, program planning and collaborative problem-solving activities. • Participate in meetings with community partners, service providers and stakeholder organizations as appropriate.
D. Documentation and BHRS Requirements
• Complete documentation, reports and records required by applicable law, professional standards, BHRS and the respective Cities.
• Document crisis response, follow-up and related services in BHRS systems when required. • Maintain accurate and timely records necessary for program administration, reporting and continuity of care. • Comply with BHRS policies, procedures, training, credentialing and documentation requirements necessary to perform CWCRT services.
• Participate in required BHRS consultation, quality assurance and program-monitoring activities.
E. Opioid Remediation and Diversion Services.
To the extent services are funded with opioid settlement funds, Consultant shall provide evidence-based or evidenceinformed outreach, assessment, care coordination, referral, diversion and deflection services for individuals with opioid use disorder or co-occurring substance use and mental health conditions who are involved in, at risk of becoming involved in or transitioning from the criminal justice system. Such services shall focus on opioid remediation and comply with applicable settlement requirements, California State-Subdivision Agreements and current guidance issued by the California Department of Health Care Services. Consultant shall maintain sufficient documentation to identify the services, populations served, time charged, and outcomes reasonably required for expenditure reporting.
EXHIBIT B CONFIDENTIALITY, DATA SECURITY AND RECORDS MANAGEMENT
1. CONFIDENTIAL INFORMATION
Consultant may receive or access confidential, sensitive, protected or legally restricted information, including law enforcement records, protected health information, medical information, personally identifiable information, behavioral health records and information maintained by BHRS. Consultant shall use and disclose such information only as authorized by law and as necessary to perform services under this Agreement.
2. COMPLIANCE WITH LAW AND PROGRAM REQUIREMENTS
Consultant shall comply with applicable federal, state and local privacy and confidentiality requirements, including applicable HIPAA requirements, California medical-information and mental-health confidentiality requirements, criminal justice information requirements, the California Public Records Act where applicable, and the policies of the Cities and BHRS. Consultant shall execute any Business Associate Agreement or other privacy instrument required before accessing protected health information.
3. ACCESS LIMITATIONS
Consultant shall access confidential information only for purposes necessary to perform services and shall not access, copy, use, disclose or distribute information for an unauthorized purpose.
4. SECURITY SAFEGUARDS
Consultant shall maintain reasonable administrative, technical and physical safeguards to protect confidential information from unauthorized access, disclosure, alteration, destruction or loss. Electronic records shall be maintained using secure systems and devices consistent with applicable requirements.
5. SECURITY INCIDENTS
Consultant shall immediately notify both Cities and BHRS of any actual or suspected unauthorized disclosure, loss, theft, compromise or security incident involving confidential information and shall cooperate with investigation, mitigation, notification and corrective action.
6. RECORD RETENTION
Consultant shall retain records in accordance with applicable law, professional standards, BHRS requirements and applicable City record-retention requirements.
7. RETURN OR DISPOSITION OF INFORMATION
Upon expiration or termination, Consultant shall return or securely dispose of confidential information as directed by the applicable City or BHRS, except when retention is required by law, professional licensing requirements or the BHRS Agreement.
8. RETURN OF PROPERTY
Upon expiration or termination of this Agreement, Consultant shall promptly return City and BHRS property, including identification cards, access credentials, keys, vehicles, electronic devices, documents and other materials provided for performance of services, unless otherwise directed in writing.
EXHIBIT C INSURANCE REQUIREMENTS
Consultant shall procure and maintain, throughout the term of this Agreement and for any additional period required below, insurance with insurers authorized to do business in California and with a Best's rating of not less than A:VII, unless otherwise approved in writing by both Cities.
A. Commercial Automobile Liability Insurance
Commercial Automobile Liability Insurance providing bodily injury liability and property damage coverage for liability arising out of the use of owned, leased, hired and non-owned automobiles, with limits of not less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate.
B. Commercial General Liability Insurance
Commercial General Liability Insurance with limits of not less than $1,000,000 per occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. Coverage shall include premises and operations, completed operations, products liability, contractual liability, broad-form property damage and personal injury liability.
C. Professional Liability Insurance
Professional Liability Insurance covering negligent acts, errors or omissions arising from Consultant's professional services, with limits of not less than $1,000,000 per claim and $1,000,000 aggregate. If written on a claims-made basis, coverage shall be maintained or an extended reporting period obtained for at least two years after services are completed.
D. Workers' Compensation and Employer's Liability
Workers' compensation insurance and employer's liability insurance shall be maintained to the extent required by law. If Consultant has no employees and is legally exempt from workers' compensation coverage, Consultant shall provide documentation acceptable to both Cities.
E. Certificates and Endorsements
• Before the Effective Date, Consultant shall provide each City certificates of insurance evidencing required coverage. • Except for professional liability and workers' compensation, each City and its City Council, boards, commissions, committees, officers, employees and agents shall be named as additional insureds when commercially available and appropriate to the coverage.
• Coverage shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to policy limits.
• Consultant shall provide notice of cancellation or material reduction in coverage as required by the applicable policy and shall promptly notify both Cities upon receiving such notice. • Available insurance proceeds broader than or in excess of the minimum requirements shall be available to the additional insureds to the extent provided by the applicable policy.
F. Material Breach
Failure to maintain required insurance or provide required evidence of coverage constitutes a material breach. The Cities may exercise remedies available under this Agreement, including termination, subject to applicable notice and cure provisions.