HomeMy WebLinkAboutContracts & Agreements_153-2009_CCv0001.pdf MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MOU) is made and entered into on the 6"' day of October,
2009 ("Effective Date") between the Redlands Unified School District, whose address is 20 West
Lugonia Avenue, Redlands, CA 92374 (hereinafter "District") and the City of Redlands, whose
address is 35 Cajon Street, Redlands, CA 92373 (hereinafter "Provider"). In consideration of
their mutual covenants contained herein, the parties hereto agree as follows:
A. DUTIES OF PROVIDER:
Provider agrees to provide the following services, materials and products to District:
The Redlands Police Department's Community Policing Division and the Redlands
Unified School District will together present The Parent Project. The Parent Project is a
10-week course specifically designed for parents for strong-willed children. Parents learn
prevention and intervention techniques to help stamp out behavior problems, truancy,
failing grades, drug and alcohol abuse, and gang involvement. Each instructor is trained
to assist parents in developing action plans for specific family needs. Provider assumes
financial responsibility for every aspect of program implementation and will provide all
necessary program materials.
B. TERM OF MOU:
The Provider's work,as specified in this MOU, shall commence on the Effective Date of
this MOU, and shall be completed on or before June 30, 2010. This MOU may be
extended, upon mutual written consent.
C. DISTRICT OBLIGATIONS:
I. For the period of this MOU, the District shall provide space for conducting
The Parent Project.
2. The District shall recognize Provider as a covered entity under the Health
Insurance Portability and Accountability Act (HIPAA) or the Privacy Act
Code of Federal Regulations (CFR 42, Part 2), and all communications
concerning clients will require a signed authorization prior to disclosure.
D. INSURANCE:
Throughout the duration of the MOU, Provider shall, at its sole cost and expense, keep in
force for the mutual benefit of Provider and District, comprehensive broad form general
liability insurance against claims for injuries to persons or damages to property which
may arise from or in connection with the performance of the work hereunder by Provider,
his agents, representatives, or employees. Such insurance shall provide coverage as
follows:
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1. General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage.
2. Automobile Liability: $1,000,000 per accident for bodily injury and
property damage.
3. Workers' Compensation Insurance as required by the State of California and.
Employer's Liability Insurance.
It should be expressly understood, however, that the coverage required herein shall not in
any way limit the liability of Provider, its officers, agents or employees.
A Certificate of Insurance and an Additional Insured Endorsement naming the District as
an Additional Insured shall be delivered to the District within twenty (20) calendar days
after the Effective Date of this MOU, and thereafter immediately upon each policy
renewal during the term of this MOU. The commercial general liability and automobile
liability policies are to be endorsed to contain the following provisions:
1. The District, its officers, officials, employees and volunteers are to be covered
as insured as respects liability arising out of the work or operations performed
by or on behalf of Provider, or automobiles owned, leased, hired or borrowed
by the Provider.
2. For any claims related to this MOU, the Provider's insurance coverage shall
be primary insurance as respects the District, its officers, officials, employees
and volunteers. Any insurance or self-insurance maintained by the Provider,
its officers,officials, employees or volunteers shall be excess of the Provider's
insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be canceled by Provider, except after thirty (30) days' prior
written notice by certified mail, return receipt requested, has been (liven to the
District.
4. Coverage shall not extend to any indemnity coverage for the active negligence
of the additional insured in any case where an agreement to indemnify the
additional insured would be invalid under Subdivision (b) of Section 2782 of
the Civil Code.
E. INDEMNIFICATION:
Each party agrees to indemnify, defend, and save harmless the other party, and that
party's respective officers, agents, employees and volunteers, from any and all claims and
losses accruing or resulting to any and all persons, firms, or corporations furnishing or
supplying work, services, materials, or supplies in connection with the performance of
this MOU, and from any and all claims and losses occurring or resulting; to any person,
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firm. or corporation who may be injured or damaged by, or as a result of, any negligent or
intentionally wrongful acts or omissions of the other party in the performance of this
MOU.
F. GENERAL TERMS AND CONDITIONS:
I. NON-DISCRIMINATION: No discrimination shall be made in the
employment of persons under this MOU because of the race, religion, sex,
age, national origin, ancestry, political affiliations, disability, medical.
condition, marital status, or sexual orientation.
2. CONFLICT OF INTEREST: Before executing this MOU, Provider shall
disclose to the district the identities of any board member, officer, or
employee of the district, or relatives thereof, who Provider knows will have
any financial interest resulting from this MOU.
3. LICENSE AND AUTHORITY: Provider will maintain all necessary licenses
during the term of this MOU. If other than a natural person, Provider is duly
authorized to enter into this MOU by its governing body. Evidence or copies
of all necessary licenses shall accompany this MOU.
4. EQUIPMENT AND FACILITIES: Provider will furnish all necessary
equipment and facilities to render its services pursuant to this MOU, unless
otherwise agreed to by the parties.
5. USE OF ADDITIONAL WORKERS BY PROVIDER: Provider may, at
Provider's own expense, employ additional workers or other providers as
necessary for the completion of this MOU and shall maintain workers'
compensation insurance as required by state law. The District shall not
control, direct, or supervise Provider's additional works or Providers in the
performance of those services. Provider assumes full and sole responsibility
for the payment of all compensation and expenses of these additional workers
or Providers and for all state and federal income tax, unemployment
insurance, social security, disability insurance, worker's compensation and.
other applicable withholdings. Provider shall not hire employees of the
District for performance of this MOU.
6. ASSIGNMENT: Without the written consent of the District, this MOU is not
assignable by Provider..
7. SUCCESSORS AND ASSIGNS: This MOU shall be binding on the
successors and assigns of the respective parties.
8. FINGERPRINTING AND CRIMINAL RECORDS CHECK: Provider shall
comply with the provisions of Education Code Section 45125.1 regarding the
submission of employee fingerprints with the California Department of Justice and
the completion of criminal background investigations of its employees. Provider
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shall not permit any employees to have any contact with District pupils until such
time as Provider has verified in writing to the governing board of the Milpitas
Unified School District that such employee has not been convicted of a felony as
defined in Education code 45125.1. Provider's responsibility shall extend to all.
employees, subcontractors and employees of subcontractors regardless of whether
such individuals are paid or unpaid, concurrently employed by District and/or acting
as independent providers of Provider. Verification of compliance with this section.
shall be provided in writing to the District prior to the commencement of
participation in the agreed project and prior to contact with students.
9. HEALTH EXAMINATION: No person shall be initially allowed to interact
with students unless he/she has placed on file with Provider or District a
certificate from a physician licensed under the Business and Professions Code
indicating that a tuberculosis examination shall consist of an approved
intradermal tuberculin test. An x-ray of the lungs shall be required only if the
intradermal test is positive. (Education Code 49406).
10. GOVERNING LAW: The validity of this MOU and all of its terms or
provisions as well as the rights and duties of the parties hereunder shall be
governed by the laws of the State of California.
11. CHANGES OR ALTERATIONS: No changes, alterations, or variations of
any kind to this MOU are authorized without the mutual written consent of
both parties.
12. HEADINGS: All section headings contained herein are for clarification and
convenience of reference only and are not intended to limit the scope of any
provision of this MOU.
13. TERMINATION: Each of the parties may terminate this MOU for any reason
upon written notice to the other party. The District shall be relieved of the
payment of any consideration to the Provider should the Provider fail to
perform under this MOU, except for services provided as of the date of the
alleged failure to perform. In the event of such termination, the District may
proceed with the work in any manner deemed proper by the District. The cost
to the District shall be deducted from any sum due the Provider under this
MOU.
14. SEVERABILITY: In the event any portion of this MOU shall be held by a.
Court to be invalid, such holding shall not invalidate the remainder of this
MOU.
15. AMBIGUITY: The language herein shall be construed as jointly proposed
and jointly accepted, and in the event of any subsequent determination of
ambiguity, all parties shall be treated as equally responsible for such
ambiguity.
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16. EXPENSES: The Provider shall be responsible for all costs and expenses
incident to the performance of services for the District, except as provided by
this MOU, including but not limited to: all costs of equipment provided by
the Provider; all fees, fines, licenses, bonds or taxes required of or imposed
against the Provider; and all other of the Provider's costs of doing business.
G. UNDERSTANDING AND ACCEPTANCE OF THE PARTIES:
This MOU constitutes the entire understanding of the parties with respect to the subject
matter herein. The Provider's and District's signatures below signify both an
understanding and acceptance of this MOU's provisions.
H. APPROVALS: This MOU shall become effective upon its Effective Date.
DISTRICT: PROVIDER:
REDLANDS UNIFIED SCHOOL DISTRICT CITY OF REDLANDS
.y: By.
Assistant Super' tendent Jon arrison
Business Se 'ces M yor
Attest:
Lorrie oyzer,
Cit lerk
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