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HomeMy WebLinkAboutAgreement A-21-220 with Marjaree Mason Center.pdf1 2 3 4 5 6 7 8 9 10 11 12 13 1 4 15 16 17 1 8 1 9 20 21 22 23 24 25 MEMORANDUM OF UNDERSTANDING Marjaree Mason Center, Inc. and the County of Fresno , through its Sheriff's Office This Memorandum of Understanding (MOU) is made and entered into this __ day of May 2021 , by and between Marjaree Mason Center, Inc., a California non-profit corporation (MMC) and the County of Fresno, a political subdivision of the State of California (COUNTY), through its Sheriff's Office (Sheriff's Office). 1. 2 . 3 . The Sheriffs Office shall reimburse the MMC up to $100 ,000 for services rendered by MMC during the period of 3/31/2021 to 1/31/2022, as set forth in accordance with the State of Californ ia Board of State and Community Corrections Coronavirus Emergency Supplemental Funding (CESF) Program grant agreement (Grant Agreement) awarded to COUNTY , a copy of which has been prov ided to MMC , and is incorporated by this reference. COUNTY's obligation to make such payments to MMC is subject to COUNTY's actual receipt of grant monies pursuant to the Grant Agreement and MMC 's compl iance w ith the terms of the Grant Agreement and th is MOU . MMC shall closely coordinate the following services: providing victims with emergency shelter, food and support services , as well as provide the resources to purchase equipment that will allow all staff to work from home , as necessary , due to COVID-19 , with the Sheriffs Office , as set forth in accordance with the Grant Agreement. MMC shall submit monthly invoices to the Sheriffs Office. HOLD HARMLESS: MMC agrees to indemnify , save , hold harmless and at COUNTY 'S request , defend the COUNTY , its officers , agents , and employees from any and all costs and expenses (including attorney 's fees and costs), damages , liabilities , claims , and losses occurring o r resulting to COUNTY in connect ion w ith the performance , or fa ilure to perform by MMC , its officers , agents , or employees under this MOU , and from any and all costs and expenses, damages, liabilities , cla ims , and losses occurring or resulting to any person , firm , or 1 Agreement No. 21-220 22nd 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 corporation who may be injured or damaged by the performance, or failure to perform , of MMC, its officers, agents, or employees under this MOU. The provisions of this Section 3 shall survive termination of this MOU. 4 . INSURANCE Without limiting the COUNTY's right to obtain indemnification from MMC or any third parties , MMC, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the MOU : a. Commercial General Liability Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Milfion Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of this contract. b. Automobile Liability Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages . Coverage should include any auto used in connection with this MOU. c. Professional Liability If MMC employs licensed professional staff, (e.g., Ph.D ., R.N., L.C.S.W., M.F.C .C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000 .00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. MMC agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years following the termination of this MOU, one or more policies of professional liability insurance with limits of coverage as specified herein . 2 1 2 3 4 d. Worker's Compensation A policy of Worker's Compensation insurance as may be required by the California Labor Code. e. Molestation Sexual abuse / molestation liability insurance with limits of not less than One Million 5 6 7 8 9 10 11 12 13 14 15 16 17 1 8 19 20 21 22 23 24 25 Dollars ($1,000 ,000.00) per occurrence, Two Million Dollars ($2 ,000,000.00) annual aggregate . This policy shall be issued on a per occurrence basis. Additional Requirements Relating to Insurance MMC shall obtain endorsements to the Commercial General Liabil ity insurance naming the County of Fresno , its officers, agents , and employees , individually and collectively , as add itional insured , but only insofar as the operations under this MOU are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under MMC's policies herein . This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY. MMC hereby waives its right to recover from COUNTY , its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this MOU. MMC is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation , but MMC 's waiver of subrogation under this paragraph is effective whether or not MMC obtains such an endorsement. Within Thirty (30) days from the date MMC signs and executes this MOU , MMC shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, County of 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 Fresno Sheriff's Office Administrative Services Director, 2200 Fresno Street; Fresno, California 93721, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers , agents and employees will not be responsible for any premiums on the policies; that for such worker's compensation insurance MMC has waived its right to recover from the COUNTY, its officers, agents , and employees any amounts paid under the i nsurance policy and that waiver does not invalidate the insurance policy; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively , as additional insured , but only insofar as the operations under this MOU are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under MMC's policies herein ; and that this insurance shall not be cancelled or changed without a m inimum of thirty (30) days advance , written notice given to COUNTY. In the event MMC fails to keep in effect at all times insurance coverage as herein provided , the COUNTY may, in addition to other remedies it may have, suspend or terminate this MOU upon the occurrence of such event. All policies shall be issued by admitted insurers licensed to do business in the State of California , and such insurance shall be purchased from companies possessing a current AM. Best, Inc. rating of A FSC VII or better. 23 5. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations 2 4 assumed by MMC under this MOU , it is mutually understood and agreed that MMC, including 2 5 any and all of MMC's officers , agents , and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, 4 1 agent, servant, employee , joint venturer, partner, or associate of the COUNTY. Furthermore , the 2 COUNTY shall have no right to control or supervise or direct the manner or method by which 3 MMC shall perform its work and function. However, the COUNTY shall retain the right to 4 admin ister this MOU so as to verify that MMC is performing its obligations in accordance with 5 the terms and cond itions thereof. 6 MMC and the COUNTY shall comply w ith all applicable provis ions of law and the rules 7 and regulat ions, if any, of governmental authorities having jurisdiction over matters the subject s thereof. 9 Because of its status as an independent contractor, MMC shall have absolutely no right 10 to employment rights and benefits ava ilable to the COUNTY employees . MMC shall be solely 11 liable and respons ible for provid ing to , or on behalf of, its employees all legally-required 12 employee benefits. In addition, MMC shall be solely responsible and save the COUNTY 13 harmless from all matters relating to payment of the MMC's employees , including compliance 14 w ith Social Security w ithholding and all other regulations governing such matters . It is 15 acknowledged that during the term of this MOU , MMC may be provid ing services to others 16 unrelated to the COUNTY or to this MOU. 17 1s 6. NON ASSIGMENT: Neither party shall assign, transfer, or subcontract this MOU, nor their 19 rights or duties under this MOU without the prior written consent of the other party. 20 21 7. AUDITS AND INSPECTIONS: MMC shall at any time during business hours , and as often 22 as the COUNTY may deem necessary , make available to the COUNTY for examination all of its 23 records and data with respect to the matters covered by this MOU. MMC shall , upon request by 2 4 the COUNTY , permit the COUNTY to aud it and inspect all of such records and data necessary 25 to ensure MMC's compliance with the terms of this MOU. 5 1 If this MOU exceeds ten thousand dollars ($10 ,000.00), MMC shall be subject to the 2 examination and audit of the Ca lifornia State Auditor for a period of three (3) years after final 3 payment under contract (Government Code Section 8546 .7). 4 5 8 . GOVERNING LAW: Venue for any action arising out of or related to this MOU shall only be 6 in Fresno County, California . 7 The rights and obligations of the parties and all interpretation and performance of this MOU s shall be governed in all respects by the laws of the State of California . 9 10 9. TERMINATION 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 a) Non -Allocation of Funds -The terms of this MOU, and the services to be provided hereunder, are contingent on the approval of funds by the appropriating government agency. Should sufficient funds not be allocated , the services provided may be modified , or this MOU terminated , at any time by giving MMC thirty (30) days advance written notice . b) Breach of Contract -The COUNTY may immediately suspend or terminate this MOU in whole or in part, where in the determ ination of the COUNTY there is: i. An illegal or improper use of funds ; ii. A failure to comply with any term of this MOU ; iii. A substantially incorrect or incomplete report subm itted to the COUNTY; iv. Improperly performed service. c) In no event shall any payment by the COUNTY const itute a waiver by the COUNTY of any breach of this MOU or any default which may then exist on the part of MMC . Neither shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default. The 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 10. COUNTY shall have the right to demand of MMC the repayment to the COUNTY of any funds disbursed to MMC under this MOU , which in the judgment of the COUNTY were not expended in accordance with the terms of this MOU. MMC shall promptly refund any such funds upon demand. d) Without Cause -Under circumstances other than those set forth above, this MOU may be terminated by the COUNTY by giving thirty (30) days advance written notice of an intention to terminate to MMC. ELECTRONIC SIGNATURE : The parties agree that this MOU may be executed by electronic signature as provided in this section. An "electron ic signature" means any symbol or process intended by an individual signing this MOU to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature ; or (3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to this MOU (1) is deemed equivalent to a valid original handwritten signature of the person signing this MOU for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding , and (2) has the same force and effect as the valid original handwritten signature of that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b ), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2 , Title 2.5, beginning with section 1633.1 ). Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16 .5 , subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation . This MOU is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this MOU with an original handwritten signature. 7 1 IN WITNESS WHEREOF, the parties hereto have executed this MOU as of the day and 2 year first hereinabove written. 3 4 Marjaree Mason Center, Inc. 5 6 t1ficcf? ~ (Authorized Signature) 7 Nicole Linder/ Executive Director e Print Name & Title 1600 M Street 9 Fresno, CA 93721 10 Mailing Address 11 DATE: 05/06/2021 12 13 14 15 1 6 17 18 1 9 20 2 1 2 2 23 24 25 ATTEST: Bernice E. Seide l Clerk of the Board of Supervisors County of Fresno, State of California By: ci.J\~; r...~ De ut 8 REVIEWED & RECOMMENDED FOR APPROVAL h__ Steve Br ndau, Chairman of the Board of Supervisors of the County of Fresno DATE: