HomeMy WebLinkAboutAgreement A-18-119 with Marjaree Mason Center.pdf-1-
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A G R E E M E N T
THIS AGREEMENT is made and entered into this day of __________, 2018, by and
between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
referred to as "COUNTY", and MARJAREE MASON CENTER, INC., a Private Non-Profit
Organization, whose address is 1600 M St., Fresno, CA, 93721, hereinafter referred to as
"CONTRACTOR".
W I T N E S S E T H:
WHEREAS, CONTRACTOR, is in need of qualified public health nursing staff to provide
nurse consultation services to pregnant and/or postpartum mothers and their infants being served
at CONTRACTOR’s site; and
WHEREAS, COUNTY, through its Department of Public Health (DPH), is qualified and is
willing to provide such services, pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
herein contained, the parties hereto agree as follows:
1.RESPONSIBILITIES
A.COUNTY, through its DPH, shall make available a Public Health Nurse
(PHN) to perform all services and fulfill all responsibilities as identified in Exhibit A attached hereto
and incorporated herein by this reference and made part of this Agreement.
B.COUNTY, through its DPH, shall ensure that the PHN shall maintain current
licensure with the State of California throughout the term of this Agreement.
C.CONTRACTOR shall perform all services and fulfill all responsibilities as
identified in Exhibit A attached hereto and incorporated herein by this reference and made part of
this Agreement. The CONTRACTOR will make appropriate referrals to the PHN, of those parents
of children ages 0-5, who are in need of research-based parent training services, for families
residing in the Marjaree Mason Center (MMC) Safe House’s and those who are living at home
and/or involved with the MMC Family Stabilization Program. It is understood that the specific
health and parent health education services include PHN health interventions that will be provided
20th March
Agreement No. 18-119
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while residents are in the Safe Houses and, that home visits will be provided for those in the
community, as detailed in the services agreement between MMC and Children and Families
Commission of Fresno County, contract number 201617-0936.
2.TERM
This Agreement shall become effective upon execution and shall terminate on the
30th day of June 2019. This Agreement may be extended for two (2) additional consecutive twelve
(12) month periods upon written approval of both parties no later than thirty (30) days prior to the
first day of the next twelve (12) month extension period. The DPH Director or his or her designee
is authorized to execute such written approval on behalf of COUNTY.
3.TERMINATION
This Agreement may be terminated at any time without cause by either party upon
the giving of thirty (30) days advance written notice of an intention to terminate to the other party.
4.COMPENSATION/INVOICING
CONTRACTOR agrees to pay COUNTY and COUNTY agrees to receive
compensation for actual expenditures incurred by COUNTY as identified in Exhibit B. COUNTY
shall submit monthly itemized invoices to CONTRACTOR for COUNTY’S obligations under this
Agreement by the 15th day of the month following month of said expenditures.
In no event shall services performed under this Agreement be in excess of Fifty
Thousand and No/100 Dollars ($50,000) during the term effective upon execution through June
30, 2018; and Fifty Thousand and No/100 Dollars ($50,000) for each subsequent twelve (12)
month period through June 30, 2021; not to exceed Two Hundred Thousand and No/100 Dollars
($200,000) for the entire term of this Agreement.
It is understood that all expenses incidental to COUNTY's performance of services
under this Agreement shall be borne by COUNTY.
Payment by CONTRACTOR shall be in arrears, for services provided during the
preceding month, within forty-five (45) days from date of receipt of invoice by the CONTRACTOR.
COUNTY shall provide backup documentation for each expenditure claimed on two (2) invoices
per twelve (12) month period for CONTRACTOR to review and approve prior to payment of said
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invoices.
5. INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by COUNTY under this
Agreement, it is mutually understood and agreed that COUNTY, including any and all of the
COUNTY'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, agent,
servant, employee, joint venturer, partner, or associate of the CONTRACTOR. Furthermore,
CONTRACTOR shall have no right to control or supervise or direct the manner or method by
which COUNTY shall perform its work and function. However, CONTRACTOR shall retain the
right to administer this Agreement so as to verify that COUNTY is performing its obligations in
accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and
the rules and regulations, if any, of governmental authorities having jurisdiction over matters the
subject thereof.
Because of its status as an independent contractor, COUNTY shall have absolutely
no right to employment rights and benefits available to CONTRACTOR employees. COUNTY
shall be solely liable and responsible for providing to, or on behalf of, its employees all
legally-required employee benefits. In addition, COUNTY shall be solely responsible and save
CONTRACTOR harmless from all matters relating to payment of COUNTY'S employees,
including compliance with Social Security withholding and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, COUNTY may be providing
services to others unrelated to the CONTRACTOR or to this Agreement.
6. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written
consent of all the parties without, in any way, affecting the remainder.
Notwithstanding the above, changes to line items in the budget, attached hereto as
Exhibit B, that do not exceed ten percent (10%) of the maximum compensation payable to the
COUNTY, may be made with the written approval of COUNTY’s DPH Director and
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CONTRACTOR. Said budget line item changes shall not result in any change to the maximum
compensation amount payable to COUNTY, as stated herein.
7. NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
8. HOLD HARMLESS
CONTRACTOR 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, damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection
with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees
under this Agreement, and from any and all costs and expenses, damages, liabilities, claims, and
losses occurring or resulting to any person, firm, or corporation who may be injured or damaged
by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or employees
under this Agreement.
COUNTY agrees to indemnify, save, hold harmless, and at CONTRACTOR's
request, defend the CONTRACTOR, its officers, agents, and employees from any and all costs
and expenses, damages, liabilities, claims, and losses occurring or resulting to CONTRACTOR in
connection with the performance, or failure to perform, by COUNTY, its officers, agents, or
employees under this Agreement, and from any and all costs and expenses, damages, liabilities,
claims, and losses occurring or resulting to any person, firm, or corporation who may be injured
or damaged by the performance, or failure to perform, of COUNTY, its officers, agents, or
employees under this Agreement.
9. INSURANCE
COUNTY shall maintain applicable self-insurance coverage for its worker’s
compensation, general liability, automobile liability, professional liability and child molestation and
social service liability exposures while providing services for CONTRACTOR under the terms and
condition of the Agreement. These self-insurance programs do not limit CONTRACTOR’s liability
as a CONTRACTOR of services with COUNTY or limit COUNTY’s right to seek indemnification
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from CONTRACTOR for liability arising from its performance in accordance to the terms and
conditions of this agreement.
10. AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the
COUNTY may deem necessary, make available to the COUNTY for examination all of its records
and data with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon
request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
the examination and audit of the Auditor General for a period of three (3) years after final payment
under contract (Government Code Section 8546.7).
11. CONFIDENTIALITY
All services performed by COUNTY under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations
relating to confidentiality.
12. NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services,
because of race, religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, genetic information, marital status, sex, gender, gender identity,
gender expression, age, sexual orientation, military status or veteran status pursuant to all
applicable State of California and Federal statutes and regulation.
13. GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in
Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of
this Agreement shall be governed in all respects by the laws of the State of California.
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14. SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of
any one provision in the Agreement shall not affect the other provisions.
15. NOTICES
The persons and their addresses having authority to give and receive notices under
this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO Marjaree Mason Center Director, Department of Public Health Nicole Linder, Executive Director P.O. Box 11867 1600 M Street Fresno, CA 93775 Fresno, CA 93721
All notices between the COUNTY and CONTRACTOR provided for or permitted
under this Agreement must be in writing and delivered either by personal service, by first-class
United States mail, by an overnight commercial courier service, or by telephonic facsimile
transmission. A notice delivered by personal service is effective upon service to the recipient. A
notice delivered by first-class United States mail is effective three COUNTY business days after
deposit in the United States mail, postage prepaid, addressed to the recipient. A notice delivered
by an overnight commercial courier service is effective one COUNTY business day after deposit
with the overnight commercial courier service, delivery fees prepaid, with delivery instructions
given for next day delivery, addressed to the recipient. A notice delivered by telephonic facsimile
is effective when transmission to the recipient is completed (but, if such transmission is completed
outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record
of the completed transmission. For all claims arising out of or related to this Agreement, nothing in
this section establishes, waives, or modifies any claims presentation requirements or procedures
provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of
the Government Code, beginning with section 810).
16. ENTIRE AGREEMENT
This Agreement, including all Exhibits, constitutes the entire agreement between the
CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all
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previous Agreement negotiations, proposals, commitments, writings, advertisements, publications,
and understanding of any nature whatsoever unless expressly included in this Agreement.
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IN WITNESS WHEREOF, the parti!=S hereto have executed this Agreement as of
2 the day and year first hereinabove. written .
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4 . CONTRACTOR:
Marjaree Mason Center
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.. Date: __________ _
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Mailing Address:
1600 M Street.
Fresno, CA 93721
Telephone: (559) 237-4706
Contact: Nicole Linder, Exec Oirector
COUNTY.OF FR,E~NO:
ATT!=ST:
Bernice E. Seidel
Clerk to the Board of Supervisors
County of Fresno, State of California
Account # 4895
Fund# 0001
Department# 5620-1501
Program# 0
Subclass# 10000
Exhibit A
County of Fresno, Department of Public Health
Marjaree Mason Center
Public Health Nursing Services
Public Health Nurse Responsibilities:
1. Provide short term case management services to medically fragile and/or at risk
infants/children for poor health /developmental outcomes due to medical, social
or environment 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 infant/child and family which are outside the scope of
services provided by Marjaree Mason Center (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 developmental disabilities or delays through developmental screening
and referral.
3. Stabilize high risk families with infants/children by 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 quarterly, if needed, to MMC staff on topics that fit
within the nursing scope.
5. Attend staff meetings as deemed appropriate by administration.
6. Conduct case consult 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 update 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.
Marjaree Mason Center Responsibilities:
1. Provide an adequate work space (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.
County of Fresno, Department of Public Health
Marjaree Mason Center
Public Health Nursing Services
Exhibit B
Position Annual
Salary FTE Salary Unempl Ins Retirement OASDI Hlth Ins Mgmt
Life
Ben
Admin
Total
Benefits Total
PHN I $64,329 0.45 $29,200 $23 $15,143 $2,234 $3,353 - $47 $20,800 $50,000