HomeMy WebLinkAboutJACOB JOSEPH AND JABEZ FAMILY COUNSELING AND PROFESSIONAL SERVICES GROUP INC. INSURANCE NOT ON FILE A-2025-212
WORK MAY NOT PROCEED
CITY CLERK
DATE: DEC 1 5 2025
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AGREEMENT WITH JACOB JOSEPH AND JABEZ FAMILY COUNSELING
AND PROFESSIONAL SERVICES GROUP INC.TO PROVIDE INMATE
COUNSELING SERVICES
THIS AGREEMENT is made and entered into on this 2'o day of December, 2025 by and between
Jacob Joseph and Jabez Family Counseling and Professional Services Group Inc., a California
corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California("City").
RECITALS
A. On July 23, 2025, the City issued Request for Proposal No. 25-103 ("RFP") seeking a
consultant having special skill and knowledge in the field of counseling and/or instructional
services encompassing the fields of anger management, stress reduction, conflict
management/resolution, domestic violence avoidance, chemical dependency, life
skills/family issues and community resources to the inmates housed at the Santa Ana City
Jail.
B. Consultant is one of two vendors selected to provide the services pursuant to the Scope of
Work in the RFP and attached hereto as Exhibit A to this Agreement. Consultant represents
that he is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in Exhibit A, attached hereto and
incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit B. The total amount to be expended
during the term of this Agreement shall not exceed$140,000.
b. Payment by City shall be made within forty-five(45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. City and
Consultant agree that all payments due and owing under this Agreement shall be made
through Automated Clearing House(ACH)transfers. Consultant agrees to execute the
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City's standard ACH Vendor Payment Authorization and provide required
documentation. Upon verification of the data provided, the City will be authorized to
deposit payments directly into Consultant's account(s) with financial institutions.
Payment need not be made for work which fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and continue for a three
(3) year term,unless terminated earlier in accordance with Section 15,below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent Consultant and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer-employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement;however,the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages,employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Insurance requirements are attached hereto as Exhibit C.
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7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents,employees, contractors, special counsel,and representatives from liability: (1)for personal
injury, damages,just compensation,restitution,judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and(2)
from any claim that personal injury, damages,just compensation, restitution,judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
hold harmless agreement applies to all claims for damages,just compensation, restitution,judicial
or equitable relief suffered, or alleged to have been suffered,by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
further agrees to indemnify,hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution,judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing,
to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent,trademark,or copyright infringement,including costs,contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
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information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance,but in no event less than reasonable care. "Confidential Information"shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non.-use and nondisclosure shall not apply to any
information that(a)has been disclosed in publicly available sources; (b)is,through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e)
is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
a. Consultant covenants that it presently has no interests and shall not have interests,
direct or indirect, which would conflict in any manner with performance of services
specified under this Agreement.
b. No immediate family members of either the Mayor, City Council Member, or any
appointed City Official, including appointed board and commission members, as
defined under the City's Municipal Code, whose position with the City shall award or
influence the award of this Agreement, or any competing contract or amendment
thereof, shall be employed in any capacity by the Consultant or have any other direct
or indirect financial benefit or interest in this Agreement.
c. The section also prohibits the awarding of any agreement, contract, grant, or any
amendment to those awards, to any former full-time employee for one-year from date
of employee separation except for any Ca1PERS retiree as authorized by City Council
resolution
d. The Consultant must comply with all conflict of interest laws, ordinances, and
regulations now in effect or hereafter to be enacted during the term of this Agreement.
The Consultant warrants that it is not now aware of any facts which conflict with the
prohibitions defined above. If the Consultant hereafter becomes aware of any facts that
might reasonably be expected to create a conflict of interest, it must immediately make
full written disclosure of such facts to the City. pull written disclosure must include,
but is not limited to, identification of all persons implicated and a complete description
of all relevant circumstances. Failure to comply with the provisions of this paragraph
will be a material breach of this Agreement.
e. Consultant covenants that none of its directors, officers, employees, or agents shall
participate in selecting or administrating any subcontract supported(in whole or in part)
by City fiends stemming from the Agreement where the awarding of the subcontract
has any direct or indirect financial benefit or interest to any individual, as defined in
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subsections (b) and(c) above.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race,color,creed,religion,sex,marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion,termination or other employment related activities or any services provided under this
Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written,between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City.Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other Consultants retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
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b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure,right or remedy.No waiver of any breach,failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION-VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals,waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19, NOTICE
Any notice,tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail,postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
City Clerk
City of Santa Ana
20 Civic Center Plaza(M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
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With courtesy copies to:
Chief of Police
City of Santa Ana
60 Civic Center Plaza
Santa Ana, California 92702
To Consultant:
Jacob Joseph and Jabez Family Counseling and Professional Services Group Inc.
Attn: Dr. La Cana Jones,LMFT, DSW,M.S.,MPA
6845 Indiana Ave, Ste. 201
Riverside, CA 92506
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) clays after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four(24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact,held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[signature page to follow]
Page 7 of 8
IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first
above written.
ATTEST: CITY OF SANTA ANA
Jennifer L all Alvaro Nunez
City Manager
APPROVED AS TO FORM:
SOMA R. CARVALHO CONSULTANT:
City Attorney
Dr.LaCenaL ayitanM,ry,wwD,.0
►,/�/1 Jones,LMFT, "t,;025es,unFr.❑sw
D8w'025.11.1416,14,30
By. VV 1 DSW -09W'
Tamara Bogosian Dr. La ena Jones,LMFT,DSW,M.S.,MPA
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL;
V-- � ;-�t
Robert Rodriguez
Chief of Police
Page 8 of 8
EXHIBIT A
SCOPE OF SERVICES
� CITY OF SANTA ANA
EXHIBIT I
SCOPE OF SERVICES
Consultant shall perform services as set forth below.
I. SCOPE OF SERVICES
The City of Santa Ana is seeking an experienced consultant(s) to provide on-site counseling
services for incarcerated persons. Specific responsibilities include, but are not limited to:
a. Must be available for at least ten (10) hours per week to perform the following services:
i. On-site individual counseling services as needed to incarcerated persons at the
Santa Ana Jail.
ii. The Consultant(s) shall be trained in trauma-informed practices pertaining to
incarcerated individuals. The consultant shall be trained in crisis prevention, de-
escalation techniques, crisis intervention and debriefing skills pertaining to
incarcerated individuals.
iii. Respond to referrals from correctional supervisors, to provide evaluations for
mental health conditions including; anxiety, and depression.
iv. The consultant shall be trained in the recognition of mental health conditions
such as psychosis and suicidal ideation.
v. Individual crisis intervention and counseling to incarcerated persons at the Santa
Ana Jail. Respond to mental health emergencies, such as illicit drug withdrawal,
self-harm and suicide threats.
1. The Consultant(s) must be available 24 hours a day, 7 days a week,
including holidays, to respond to emergency call outs within eight (8)
hours.
vi. Consultant(s) must disclose private information without the consent of the
incarcerated person in order to protect themselves or the public from serious
harm, e.g., self harm, suicidal ideations, or harm of another person.
vii. Consultant(s) must report ongoing domestic violence, abuse or neglect of
children, the elderly or people with disabilities, or victims falling within the PREA.
viii. Proposers shall be able to provide individual counseling to incarcerated persons
dealing with trauma, grief, substance abuse and managing emotions; using
therapeutic approaches including but not limted to Cognitive Behavioral Therapy
(CBT), Dialectical Behavioral Therapy (DBT), or trauma-informed care and
relapse prevention and healthy coping skills.
ix. Consultant(s) must prepare treatment planning and case management to ensure
the best care for incarcerated individuals.
x. Proposers must prepare a treatment plan for incarcerated individuals to address
continuous mental health care outside of the Santa Ana Jail.
A. Counseling services will only be available to incarcerated persons while they are
in custody of the Santa Ana Jail. Once an incarcerated person is released from
the facility, all services provided by the Consultant(s) must conclude.
City of Santa Ana RFP 25-103 Page 17 of 33
CITY OF SANTA ANA
xii. Proposers shall provide group counseling/therapy by delivering instructional
andlor counseling services in the following program areas to selected inmates:
1. Anger management
2. Stress reduction
3. Conflict management and resolution
4. Domestic violence Avoidence
5. Chemical dependency
6. Life skills
7. Family relationship consoling
8. Community resources
xiii. Provide incarcerated persons in attendance with referrals to other agencies and
community resources that can provide additional instruction and/or counseling as
follow-up to the program material they've received at Santa Ana Jail.
xiv. Proposers may include provisions outside of the scope of services deemed
necessary to achieve the goals of the RFP.
xv. Proposers shall provide an itemized invoice not limited to: unique invoice
number, dates of service, hours worked, hourly rate, name of Consultant(s) and
services provided on a monthly basis.
City of Santa Ana RFP 25-103 Page 18 of 33
EXHIBIT B
HOURLY RATES
Fee Proposal including hourly rates if applicable
Exhibit B
Cost Proposal
Our organization invoices A FLAT FEE by the hour(60-minute increments)at a rate of$134.52 per hour.
This is for client face to face services,any consultation/training with facility staff-WE WILL NOT BILL
FOR training JJJ will provide to its own staff-,any required facility trainings and any technical assistance
or meeting with the jail staff to be approved and scheduled in advance.Please see estimated minimum use
of hours below:
Minimum expectations for monthly costs:
10 hours weekly/40 hours monthly-Client services
1 hour monthly technical assistance check-in with Jail Staff.
1 hour quarterly for quarterly check in.
We do offer a 4.75 percent discount for payments within 21 days of a submitted invoice.
**Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal.**
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EXHIBIT C
INSURANCE REQUIREMENTS
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Exhibit C--Insurance Requirements
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
shall require any subcontractors to obtain and maintain insurance as described below for the entire
Term of this Agreement against claims for injuries to persons or damage to property which may
arise from or in connection with services, products and materials supplied to City. Total cost of
such insurance shall be borne by Consultant.
MINIMUM SCOPE AND LIMIT OF INSURANCE
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00
01covering CGL on an "occurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than
$1;000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met
with primary and umbrella/excess insurance policies.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any
auto), with limits no less than$1,000,000 combined single limits. In the event Consultant
does not maintain commercial automobile liability insurance, City will accept evidence of
personal automobile insurance.
3. Workers' Compensation: as required by the State of California, with Statutory Limits,
and Employer's Liability Insurance with limit of no less than $1,000,000 per accident,
policy or employee,for bodily injury or disease. Coverage is not required if Consultant has
no employees and signs request to waive such insurance.
4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or
claim, and$2,000,000 aggregate.
If Consultant maintains broader coverage and/or higher limits than the minimum requirements for
each line of coverage shown above, City requires and shall be entitled to the broader coverage
and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to City.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following
provisions:
1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds, under Consultant's CGL, Professional Liability, and
Automobile Liability policies,with respect to any liability arising out of work or operations
performed by or on behalf of the Instructor including materials, parts, equipment, and
personnel furnished in connection with such work or operations.
2. Consultant's Insurance company(ies)agrees to waive all rights of subrogation against City,
its City Council, its officers, officials, employees, agents, and volunteers for losses paid
under the terms of any policy which arise from work performed by Consultant under this
Agreement.
Exhibit C—Insurance Requirements
3. For any claims related to this contract, Consultant's insurance coverage shall be primary
and any insurance maintained by City, its City Council, its officers, officials, employees,
agents, or volunteers shall not contribute with it.
4. A severability of interest provision must apply for all the additional insureds, ensuring that
Consultant's insurance shall apply separately to each insured against whom a claim is made
or suit is brought, except with respect to the insurer's limits of liability.
5. Insurance policies required herein shall provide that coverage shall not be canceled,
suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or
materially changed except after thirty(30)days prior written notice has been given to City.
Ten(10) days prior written notice shall be provided to City for policy cancellation or non-
renewal due to non-payment of premium.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,
Attention: Santa Ana Police Department, 60 Civic Center Plaza, Santa Ana, CA 92701.
The name and location of project must be included in the Description of Operations section
of each certificate.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the
Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses
and related investigations, claim adininistration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of California
with a current A.M. Best rating of no less than A:VII,unless otherwise acceptable to City.
Verification of Coverage
Consultant shall furnish City with original Certificates of Insurance including all required
amendatory endorsements(or copies of the applicable policy language effecting coverage required
by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all
policy endorsements before work begins. However, failure to obtain the required documents prior
to the work beginning shall not waive Consultant's obligation to provide them.
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City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the
risk,prior experience, insurer, coverage, or other special circumstances.
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