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HomeMy WebLinkAboutMOU American Red Cross for services provided for residents of the Summerset Village Apartments#t b*os4 tl+llt" MEMORANDUM OF UNDERSTANDING AMERICAN RED CROSS AND CITY OF FRESNO FOR SERVICES PROVIDED FOR RESIDENTS OF THE SUMMERSET VILLAGE APARTMENTS This Memorandum of Understanding ("MoU") is made the ay of January, 2016, by and between the City of Fresno, a California municipal corporatiôn ("City") ánd TheAmerican Red Cross, a charitable and non-profit corporation chartered by'Congress ("American Red Cross") to establish the scope of services that American Red Cross isable to provide in relation to the emergency situation at the Summerset Village Apartments, which are located at 2103 N. Angus Ave., Fresno, CA 93703. This tr¡OU will outline the responsibilities of the parties and serve as a formal agreement between both parties. RECITALS WHEREAS, on November 12, 2015, gas services were shut off at the Summerset Village Apartments, rendering residents without heat or hot water, and repairs to the system are estimated to take at least three weeks; and WHEREAS, due to serious public health and safety concerns, the Mayor declared a state of local emergency on November 25,2015, ràtified by the Council onNovember 30,2015; and WHEREAS, American Red Cross has enacted its national MOU with theSouthern Baptist Convention to provide one feeding trailer, capable of over 10,000 meals per day, and two shower trailers, each with six shower heads and three sinks, to assist the residents of Summerset Village Apartments; and WHEREAS, the City wishes to reimburse American Red Cross for such services. NOW, THEREFORE, in consideration of the above recitals, which recitals arecontractual in nature, the mutual covenants herein contained and such other and further consideration as is hereby acknowledged, the parties agree as follows: 1. PARTICIPATING AGENCIES AND DESIGNATED CONTACT PERSONS City Representative: Bruce Rudd City Manager City of Fresno 2600 Fresno Street Fresno, CA93721 Tel: (559) 621-7770 American Red Cross:Barry Falke Executive Director American Red Cross, CentralValley & Kern Chapters 1300 W. Shaw Ave., Suite 48 Fresno, CA 93711 Tel: (559)455-1000 Email: 2. ROLES. CONTRIBUTIONS AND RESPONSIBILITIES The City will: (a)Act as strategic lead at Summerset Village Apartments and will work in conjunction with the Southern Baptist Convention and American Red Cross for the duration of service. (b) Reimburse the American Red Cross for expenses incurred by the American Red Cross and for expenses paid to the Southern Baptist Conference for services related to the Summerset Village Apartments. American Red Cross shall provide invoices to City and City shall pay within thirty days of receipt thereof. Services that require reimbursement include: i. $500 per trailer for transportation costs, totaling $1,500 (two shower trailers and one kitchen trailer); ii. Meals for residents (three meals per day with food cost of $3 per meal, per resident served - approximately 19,000 total meals); iii. Feeding support costs (such as but not limited to paper products, utensils, utility lighting, hygiene station) not to exceed $10,000; and iv. Propane costs (estimated at $250 per week or 100 gallons used per week). (c) Provide water hookups and grey water disposal service for the service trailers. American Red Cross will: (a) Exercise its national MOU'with the Southern Baptist Convention for the purposes of providing a mobile kitchen venue and shower facilities, such that feeding and shower services will begin on November 26 and terminate on December 15, 2015 ("Service Expiration Date"); (b) Promptly make payment on the invoices provided by the Southern Baptist Convention for trailer transportation and propane costs utilized for feeding and showering services at Summerset Village Apartments; and (c) Provide the City with a master invoice of expenses as well as receipts and invoices including name of provider, amount of purchase, and date of purchase. 3. EFFECTIVENESS. DURATION AND TERMINATION This MOU shall be effective retroactive to November 21,2015. Services will continue through and until the Service Expiration Date, and this MOU and shall remain in effect after the completion of such services until all parties fulfill their obligations hereunder. Either party may at any time terminate this MOU with cause upon written notice to theother party following the other party's failure to reasonably cure an event of non- peÉormance hereunder following five (5) business days written notice thereof. Termination shall be effective as of the date specified in said notice of termination. Upon such termination, all rights and obligations of each party to provide services to clients under this MOU shall cease as of the effective date, and other rights and obligations shall continue as long as necessary to fulfill their intent. 4. COMPLIANCE WITH GOVERNING LAW Each party shall comply with all federal, state and local laws, rules and regulations in itspursuit hereof. No party in its performance of this MOU shall employ ãiscriminatory practices on the basjs of race, religious creed, color, national origin, ancestry, physicãl disability, mental disability, medical condition, marital statué, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. 5. CAPACITY OF THE PARTIES Each party is acting in an independent capacity. Nothing in this MOU and nothing in the course of dealings between the parties hereunder shall be deemed to create anyfiduciary relationship, trust, partnership, joint venture, agency or employmeni relationship, jointly and severally. ln addition and without limitation, each party shall be solely responsible for all matters relating to payment of its employees, including, but not limited to, compliance with applicable social security withholding, workers' compensation insurance, benefits and all other regulations governing such matters. Personnel supplied by City will not for any purpose be considered employees or agents of American Red Cross. The City assumes full responsibility for the actions of such personn'el while they are performing servicespursuant to this MOU, and shall be solely responsible for their supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), disability benefits and the like, as applicable. Conversely, personnel supplied by American Red Cross will not for any purpose be considered employees or agents of the City. American Red Cross assumes full responsibility for the actions of such personnel while they are performing services pursuant to this MOU, and shall be solely responsible for their supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), disability benefits and the like, as applicable. The City and American Red Cross agree and acknowledge that their relationship isstrictly and solely that of an independent contractor to each other. The City's employees and/or agents are not entitled to any employee benefits or insurance, including without limitation any health care, worker's compensation, unemployment or disability benefits, to be provided by American Red Cross. American Red Cross agrees and acknowledges that its employees andior agents are not entitled to any employee benefits or insurance, including without limitation any health care, worker's compensation, unemployment or disability benefits, to be provided by the City. The parties further agree and acknowledge that each party is solely responsible for determining the method and means by which it willfulfill its obligations hereunder. Each shall be solely responsible for payment of all sales, use, or other taxes assessed against or associated with the performance of each party's respective obligations or on the exercise of their rights under this MOU, including without limitation income, payroll or employment-related taxes and payments. Neither party shall engage any person or entity to serve in any capacity, or incur any expense or obligation on behalf of the other without the prior written consent of both parties. 6. INSURANCE It is understood and agreed that the parties maintain insurance policies or self- insurance programs to fund their respective liabilities. Evidence of insurance, e.g. Certificates of lnsurance or other similar documentation, shall not be required of either party under this Agreement. 7. ATTORNEY'S FEES lf a party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this MOU, the prevailing party in such proceeding or action shall be entitled to recover from the other party its/their reasonable attorney's fees and legal expenses. 8. NOTICES Any notice required or intended to be given to a party under the terms of this MOU shall be in writing and shall be deemed to be duly delivered the earlier of (a) actual receipt by personal delivery to the representative (as defined herein), as the case may be, or in lieu of such personal service, by way of Federal Express or other similar courier addressed to such party at the appropriate address set forth herein, (b) the date of receipt by facsimile to the City Representative or the FSSL Representative, or (c) three (3) business days after the date of mailing (postage pre-paid return receipt requested). Either party may change its address for the purpose of this Paragraph by giving written notice of such change to the other. 10. BINDING Once this MOU is signed by all the parties, it shall be binding upon, and shall inure to the benefit of, the parties, and each pafty's respective heirs, successors, assigns, transferees, agents, servants, employees and representatives. 11. ASSIGNMENT There shall be no assignment by any party of its rights or obligations under this MOU without the prior written approval of the other party. Any attempted assignment by a party, its successors or assigns, shall be null and void unless approved in writing by ihe other party. 12. WAIVER The waiver by any party of a breach by the other of any provision of this MOU shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this MOU. No provisions of this MOU may be waived unless in writing and approved by and signed by all parties to this MOU. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. No action or omission by either party shall constitute a breach of this MOU unless the injured party first notifies the other party of the purported breach in writing setting forth the alleged breach or default and said party does not cure the same within a reasónable period of time. The payment of any fee or compensation or performance of any obligation hereunder by either party shall not constitute a waiver of any breach by the other party or of any of the rights and remedies which either party may have as a result of such breach. No waiver by either party of breach of the MOU shall be implied from any failure by the other party to take action on account of such breach if such breach persists or is repeated. Waivers by either party of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. 13. GOVERNING LAW AND VENUE This MOU shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this MOU and any rights and duties hereunder shaÍ be in federal court in Fresno, California. 14. HEADINGS The section headings in this MOU are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this MOU. 15. SEVERABILITY The provisions of this MOU are severable. The invalidity or unenforceability of any one provision in this MOU shall not affect the other provisions. 16. INTERPRETATION The parties acknowledge that this MOU in its final form is the result of the combined efforts of the parties and that, should any provision of this MOU be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this MOU in favor or against any party, but rather by construing the terms in accordance with their generally accepted meaning. 17. ENTIRE MOU It is mutually understood and agreed that the foregoing constitutes the entire MOU between the parties. Any modifications or amendments to this MOU must be in writing signed by an authorized agent of each party. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURES APPEAR ON NEXT PAGE. IN WITNESS THEREOF, execute this MOU: CITY OF FRESNO, a California municipal corporation By: ATTEST: WONNE SPENCE, CMC City Clerk have caused their authorized agents to AMERICAN RED CROSS, a charitable and non-profit corporation ,r, h-b"0,^ Name: Jim McGee Title: Reqional Executive (if corporation or LLC, Board Chair, Pres. or Vice Pres.) the parties By: f,l aA I tC DePutY M 7cro \Ã4r+tnr'.|- V¿[a_S +.r.e APPROVED AS TO FORM: DOUGLAS T. SLOAN City Attorney n-Doidge Date \þ.anu 7