HomeMy WebLinkAboutAgreement A-22-311 with Marjaree Mason Center.pdf Agreement No. 22-311
1 AGREEMENT
2
3 THIS AGREEMENT ("Agreement") is made and entered into this 12t" day of July 2022, by
4 and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
5 referred to as "COUNTY", and MARJAREE MASON CENTER, INC., a private, non-profit corporation,
6 whose address is 1600 M St., Fresno, CA, 93721, hereinafter referred to as "CONTRACTOR".
7 WITNESSETH:
8 WHEREAS, CONTRACTOR, is in need of qualified public health nursing staff to provide nurse
9 consultation services to pregnant and/or postpartum mothers and their infants being served at
10 CONTRACTOR's site; and
11 WHEREAS, COUNTY, through its Department of Public Health, is qualified and willing to provide
12 such services, pursuant to the terms and conditions of this Agreement.
13 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
14 contained, the parties hereto agree as follows:
15 1. OBLIGATIONS OF THE CONTRACTOR
16 A. CONTRACTOR shall perform all services and fulfill all responsibilities as identified
17 in Exhibit A attached hereto and incorporated herein by this reference and made part of this Agreement.
18 B. CONTRACTOR understands that the specific health and parent health education
19 services include PHN health interventions that will be provided while residents are in the Safe Houses
20 and, that PHN visits will be provided for those in the community, residing at the MMC Safe Houses
21 and/or involved with the MMC Family Stabilization Program as detailed in the services agreement
22 between MMC and Anthem Foundation.
23 2. OBLIGATIONS OF THE COUNTY
24 A. COUNTY, through its DPH, shall make available a Public Health Nurse (PHN) to
25 perform all services and fulfill all responsibilities as identified in Exhibit A attached hereto and
26 incorporated herein by this reference and made part of this Agreement.
27 B. COUNTY, through its DPH, shall ensure that the PHN shall maintain current
28 licensure with the State of California throughout the term of this Agreement.
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1 3. TERM
2 The term of this Agreement shall be for a period commencing on July 1, 2022 through and including
3 June 30, 2024. This Agreement may be extended for two (2) additional consecutive twelve (12) month
4 periods upon written approval of both parties no later than the last day of the current term. The DPH
5 Director or his or her designee is authorized to execute such written approval on behalf of COUNTY.
6 4. TERMINATION
7 This Agreement may be terminated at any time without cause by either party upon the giving of
8 thirty (30) days advance written notice of an intention to terminate to the other party.
9 5. COMPENSATION/INVOICING
10 CONTRACTOR agrees to pay COUNTY and COUNTY agrees to receive compensation as
11 identified in Exhibit B, attached hereto and incorporated herein by this reference. COUNTY shall submit
12 quarterly invoices to CONTRACTOR, by the 30' of the month for the prior quarter's expenditures.
13 In no event shall services performed under this Agreement be in excess of One Hundred Fifty
14 Thousand and No/100 Dollars ($150,000) during the term effective July 1, 2022 through June 30, 2024;
15 and Seventy-Five Thousand and No/100 Dollars ($75,000) for each subsequent twelve (12) month period
16 through June 30, 2026; not to exceed Three Hundred Thousand and No/100 Dollars ($300,000) for the
17 entire term of this Agreement. Payment by CONTRACTOR shall be in arrears, for services provided during
18 the preceding quarter, within forty-five (45) days from date of receipt of invoice by the CONTRACTOR.
19 6. INDEPENDENT CONTRACTOR
20 In performance of the work, duties and obligations assumed by COUNTY under this Agreement, it
21 is mutually understood and agreed that COUNTY, including any and all of the COUNTY's officers, agents,
22 and employees will at all times be acting and performing as an independent contractor, and shall act in an
23 independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate
24 of the CONTRACTOR. Furthermore, CONTRACTOR shall have no right to control or supervise or direct
25 the manner or method by which COUNTY shall perform its work and function. However, CONTRACTOR
26 shall retain the right to administer this Agreement so as to verify that COUNTY is performing its obligations
27 in accordance with the terms and conditions thereof.
28 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
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1 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
2 Because of its status as an independent contractor, COUNTY shall have absolutely no right to
3 employment rights and benefits available to CONTRACTOR employees. COUNTY shall be solely liable
4 and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
5 addition, COUNTY shall be solely responsible and save CONTRACTOR harmless from all matters relating
6 to payment of COUNTY's employees, including compliance with Social Security withholding and all other
7 regulations governing such matters. It is acknowledged that during the term of this Agreement, COUNTY
8 may be providing services to others unrelated to the CONTRACTOR or to this Agreement.
9 7. MODIFICATION
10 Any matters of this Agreement may be modified from time to time by the written consent of all the
11 parties without, in any way, affecting the remainder.
12 Notwithstanding the above, changes to line items in the budget, attached hereto as Exhibit B, that
13 do not exceed ten percent (10%) of the maximum compensation payable to the COUNTY, may be made
14 with the written approval of COUNTY's DPH Director, or designee, and CONTRACTOR. Said budget line
15 item changes shall not result in any change to the maximum compensation amount payable to COUNTY,
16 as stated herein.
17 8. NON-ASSIGNMENT
18 Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under
19 this Agreement without the prior written consent of the other party.
20 9. HOLD HARMLESS
21 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the
22 COUNTY, its officers, agents, and employees from any and all costs and expenses (including attorney's
23 fees and costs), damages, liabilities, claims, and losses occurring or resulting to CONTRACTOR in
24 connection with the performance, or failure to perform, by COUNTY, its officers, agents, or employees
25 under this Agreement, and from any and all costs and expenses (including attorney's fees and costs),
26 damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may
27 be injured or damaged by the performance, or failure to perform, of COUNTY, its officers, agents, or
28 employees under this Agreement.
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1 COUNTY shall indemnify, defend, and hold CONTRACTOR (including without limitation
2 CONTRACTOR affiliates, subsidiaries' officers, directors, employees, representatives, independent
3 contractors and agents) harmless for, from and against any and all losses, expenses, costs, liabilities,
4 damages, claims, suits and demands (including without limitation attorney's fees and costs) arising from
5 or attributable to the acts or omissions of CONTRACTOR (including but not limited to CONTRACTOR
6 officers, directors, employees, representatives, sub-contractors and agents).
7 COUNTY hereby waives its right to recover from CONTRACTOR, its officers, agents, and
8 employees any amounts paid by the policy of worker's compensation insurance required by this
9 Agreement. COUNTY is solely responsible to obtain any endorsement to such policy that may be
10 necessary to accomplish such waiver of subrogation, but COUNTY's waiver of subrogation under this
11 paragraph is effective whether or not COUNTY obtains such an endorsement.
12 The provisions of this Section 9 shall survive termination of this Agreement.
13 10. INSURANCE
14 COUNTY shall maintain applicable self-insurance coverage for its worker's compensation,
15 general liability, automobile liability, professional liability and child molestation and social service liability
16 exposures while providing services for CONTRACTOR under the terms and condition of the Agreement.
17 These self-insurance programs do not limit CONTRACTOR's liability as a CONTRACTOR of services
18 with COUNTY or limit COUNTY's right to seek indemnification from CONTRACTOR for liability arising
19 from its performance in accordance to the terms and conditions of this agreement.
20 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
21 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
22 insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
23 arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
24 A. Commercial General Liability
25 Commercial General Liability Insurance with limits of not less than Two Million Dollars
26 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
27 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
28 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
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1 liability or any other liability insurance deemed necessary because of the nature of this contract.
2 B. Automobile Liabilitv
3 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
4 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
5 used in connection with this Agreement.
6 C. Professional Liabilitv
7 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
8 providing services, Professional Liability Insurance with limits of not less than One Million Dollars
9 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. CONTRACTOR
10 agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years
11 following the termination of this Agreement, one or more policies of professional liability insurance with
12 limits of coverage as specified herein.
13 D. Worker's Compensation
14 A policy of Worker's Compensation insurance as may be required by the California Labor Code.
15 E. Molestation
16 Sexual abuse/molestation liability insurance with limits of not less than One Million Dollars
17 ($1,000,000.00) per occurrence. Two Million Dollars ($2,000,000.00) annual aggregate. This policy shall
18 be issued on a per occurrence basis.
19 F. Cyber Liabilitv
20 Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000
21 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
22 CONTRACTOR in this Agreement and shall include, but not be limited to, claims involving infringement of
23 intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion
24 of privacy violations, information theft, damage to or destruction of electronic information, release of private
25 information, alteration of electronic information, extortion and network security. The policy shall provide
26 coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring
27 expenses with limits sufficient to respond to these obligations.
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1 Additional Requirements Relating to Insurance
2 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming
3 the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
4 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
5 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
6 by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
7 provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
8 a minimum of thirty (30) days advance written notice given to COUNTY.
9 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
10 employees any amounts paid by the policy of worker's compensation insurance required by this
11 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
12 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under
13 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
14 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
15 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
16 foregoing policies, as required herein, to the County of Fresno, Department of Public Health, P.O. Box
17 11867, Fresno, CA 93775, Attention: Contracts Section—6t" Floor, stating that such insurance coverage
18 have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will
19 not be responsible for any premiums on the policies; that for such worker's compensation insurance the
20 CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents, and employees any
21 amounts paid under the insurance policy and that waiver does not invalidate the insurance policy; that such
22 Commercial General Liability insurance names the County of Fresno, its officers, agents and employees,
23 individually and collectively, as additional insured, but only insofar as the operations under this Agreement
24 are concerned; that such coverage for additional insured shall apply as primary insurance and any other
25 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess
26 only and not contributing with insurance provided under CONTRACTOR's policies herein; and that this
27 insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice
28 given to COUNTY.
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1 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
2 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
3 Agreement upon the occurrence of such event.
4 All policies shall be issued by admitted insurers licensed to do business in the State of California,
5 and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
6 FSC VII or better.
7 11. AUDITS AND INSPECTIONS
8 The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may
9 deem necessary, make available to the COUNTY for examination all of its records and data with respect to
10 the matters covered by this Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit
11 the COUNTY to audit and inspect all of such records and data necessary to ensure CONTRACTOR'S
12 compliance with the terms of this Agreement.
13 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
14 the examination and audit of the Auditor General for a period of three (3) years after final payment under
15 contract (Government Code Section 8546.7).
16 12. CONFIDENTIALITY
17 All services performed by COUNTY and CONTRACTOR under this Agreement shall be in strict
18 conformance with all applicable Federal, State of California and/or local laws and regulations relating to
19 confidentiality.
20 13. NON-DISCRIMINATION
21 During the performance of this Agreement, CONTRACTOR shall not unlawfully discriminate against
22 any employee or applicant for employment, or recipient of services, because of race, religious creed, color,
23 national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital
24 status, sex, gender, gender identity, gender expression, age, sexual orientation, military status or veteran
25 status pursuant to all applicable State of California and Federal statutes and regulation.
26 14. NOTICES
27 The persons and their addresses having authority to give and receive notices under this Agreement
28 include the following:
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1 COUNTY CONTRACTOR
County of Fresno Mar]aree Mason Center
2 Director, Department of Public Health Executive Director
PO Box 11867 1600 M Street
3 Fresno, CA 93775 Fresno, CA 93721
4
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
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Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
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an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
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personal service is effective upon service to the recipient. A notice delivered by first-class United States
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mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
9
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
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COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
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with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
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telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
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completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
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next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
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completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
16
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
17
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
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beginning with section 810).
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15. GOVERNING LAW
20
Venue for any action arising out of or related to this Agreement shall only be in Fresno County,
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California.
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The rights and obligations of the parties and all interpretation and performance of this Agreement
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shall be governed in all respects by the laws of the State of California.
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16. ELECTRONIC SIGNATURE
25
The parties agree that this Agreement may be executed by electronic signature as provided in
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this section. An "electronic signature" means any symbol or process intended by an individual signing
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this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed
28
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1 version of an original handwritten signature; or (3) an electronically scanned and transmitted (for
2 example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to
3 this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing
4 this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or
5 judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of
6 that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
7 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
8 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken
9 and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
10 through (5), and agrees that each other party may rely upon that representation. This Agreement is not
11 conditioned upon the parties conducting the transactions under it by electronic means and either party
12 may sign this Agreement with an original handwritten signature.
13 17. SEVERABILITY
14 The positions of this Agreement are severable. The invalidity or unenforceability of any one
15 provision in the Agreement shall not affect the other provisions.
16 18. ENTIRE AGREEMENT
17 This Agreement, including all exhibits constitutes the entire agreement between the CONTRACTOR
18 and COUNTY with respect to the subject matter hereof and supersedes all previous Agreement
19 negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any
20 nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
3 CONTRACTOR: COUNTY OF FRESNO:
Marjaree Mason Center
4
5
6 kL
7 (Authorized Signature) Brian Pacheco, Chairman of the Board of
8 Supervisors of the County of Fresno
9 Nicole Linder, Executive Director
10 Print Name &Title
(Chairman of the Board, or President or Vice
11 President)
ATTEST:
12 Bernice E. Seidel
Clerk of the Board of Supervisors
13 � County of Fresno, State of California
14 (Authorized Signature)
15 Deputy
16 Marcus Martin, Director of Finance
Print Name&Title
17 (Corporation, or any Assistant Secretary, or Chief
18 Financial Officer, or any Assistant Treasurer)
19
20 1600 M Street, Fresno, CA 93721
21 Mailing Address
22
23
24 FOR ACCOUNTING USE ONLY:
25 Fund/Subclass: 0001/10000
ORG No.: 56201501
26 Account No.: 4895
27
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Exhibit A
County of Fresno, Department of Public Health
Marjaree Mason Center (MMC)
Public Health Nursing (PHN) Services
COUNTY PHN Responsibilities:
1 . Provide short term case management services to pregnant and post-partum women at
risk for poor birth outcomes due to medical, social or environmental causes as referred
by staff. Case management will include assessment of current medical status and
needs, monitoring of growth and development, assessment of family risk factors,
medical and parenting education, linkage to medical/specialty medical services,
referrals to community support services for pregnant women and family which are
outside the scope of services provided by MMC.
2. Through case management services, prevent or reduce medical sequelae secondary to
lack of or poor follow-through with medical services and prevent or minimize birth
complications through nursing assessment, screening and referral
3. Stabilize high risk pregnant women through health education, nursing support and
linkage to community resources that can provide long term intervention to lessen the
likelihood of abuse and neglect.
4. Provide educational trainings, if needed, to MMC staff and parents on topics that fit
within the nursing scope.
5. Attend staff meetings as deemed appropriate by administration.
6. Conduct case consults with MMC staff to determine families in need of nursing
assessment/consultation/intervention monthly or more often as deemed appropriate by
administration.
7. Provide case management updates to referring staff within 5 days of completion of case
management contact with family.
8. Follow up with MMC case manager within 2 weeks of nursing assessment/intervention
to ensure that client is complying with the instructions.
9. Documentation of services will be determined by Department of Public Health and MMC
administration as deemed appropriate for legal and program requirements.
10.PHN case management services will occur at the client's home, Safe House, Family
Stabilization Program or other locations as deemed necessary. Telehealth visits, which
can include telephone and/or virtual platforms, can be used in lieu of in person visitation
due to COVID-19 precautions.
MMC Responsibilities:
1 . Provide an adequate workspace (private if possible) with office equipment needed to
perform nursing duties (i.e., computer, printer, telephone, etc.)
2. Provide basic office supplies.
3. Provide appropriate interpretation services as needed for families receiving services.
4. Make appropriate referrals to the PHN, for those pregnant parents who need research-
based parent training services, for families residing in the MMC Safe Houses and those
who are living at home and/or involved with the MMC Family Stabilization Program.
County of Fresno, Department of Public Health Exhibit B
Marjaree Mason Center
Public Health Nursing Services
FY 2022-23
Position Annual FTE Salary Unempl Ins Retirement OASDI Hlth Ins Mgmt Ben Total Total
Salary Life Admin Benefits
PHN II 1 $98,5231 0.45 1 $44,312 $143F $22,7811 $3,3901 $4,320 - 1 $54 $30,6881 $75,000
FY 2023-24
Position Annual FTE Salary Unempl Ins Retirement OASDI Hlth Ins Mgmt Ben Total Total
Salary Life Admin Benefits
PHN II 1 $101,6011 0.44 1 $44,390 $1441 $22,8211 $3,3961 $4,197 - 1 $52 $30,6101 $75,000