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HomeMy WebLinkAboutA8430 - DESERT AIDS PROJECT - FOR MEDICAL TESTING VEHICLE AND TESTING INCENTIVES AT THE JAMES O JESSE COMMUNITY CENTERCONTRACT ABSTRACT Contract prepared by: Janet Burns, Senior Secretary Submitted on: 01/11/23 By: Janet Burns Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Desert Aids Project (DAP) CJ Tobe and Carl Baker, DAP Health Memorandum of Understanding: DAP is requesting use of the parking lot at the James O. Jessie Center for medical testing and resources for the neighboring community. N/A N/A Effective Date – June 30, 2025 Contract Administration Lead Department: Contract Administrator: Parks and Recreation Yvonne Wise N/A N/A A8430 Contract Compliance Exhibits: Signatures: Insurance: Bonds COMPLETED COMPLETED COMPLETED N/A Contract/Amendment/CO Approvals Council Approval Date: Agenda Item No./ Resolution No.: Agreement No: DocuSign Envelope ID: FFF850A6-D1D3-4BA0-BF6F-FCF4DB523F7F 1/12/2023 55575.18185\40023070.1 1 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF PALM SPRINGS AND DESERT AIDS PROJECT This Memorandum of Understanding (“MOU”), by and between the City of Palm Springs, a California Municipal Corporation, (“City”), and Desert Aids Project, a non-profit 501(c)(3) corporation (“DAP”) and together known as the “Parties,” for the purpose of achieving the various aims and objectives relating to medical testing and resources at the James O. Jessie Desert Highland Unity Center (“Project”). This MOU shall be effective on the date (“Effective Date”) that it is signed by both Parties, following any legally required approval by the governing bodies of the Parties. RECITALS WHEREAS, the City is a charter city and California municipal corporation; and WHEREAS, the City is the owner of the James O. Jessie Desert Highland Unity Center, located at 480 W. Tramview Rd., Palm Springs, CA 92262 (“Center”); and WHEREAS, the City and DAP desire to partner to provide a location for a testing vehicle and to provide testing incentives when available; and WHEREAS, the City will provide the space at the Center for DAP to park their testing vehicle and provide the Project; and WHEREAS, the Parties desire to enter this memorandum of understanding, to define the responsibilities of the Parties to each other in accomplishing this purpose. AGREEMENT I. OBLIGATIONS OF THE CITY a. P rovide space at the Center on dates given in writing to City contract representative as stated in Exhibit A; and b. Provide and secure dedicated parking area in advance for the testing vehicle and easy up tent, along with designated parking for patients; and c. Provide restroom access for staff and donors; and d. Provide sufficient space for food distribution. II. OBLIGATIONS OF DAP DocuSign Envelope ID: FFF850A6-D1D3-4BA0-BF6F-FCF4DB523F7F 55575.18185\40023070.1 2 a. Provide testing vehicle and all equipment to provide testing to patients; and b. Provide supplies for testing incentives when available; and c. Provide adequate staff to have a successful event. . III. COORDINATION BETWEEN PARTIES a. To the extent possible, the Parties will participate in the development of the Project. b. Nothing in this memorandum shall obligate either party to the transfer of funds to the other party. Any endeavor involving reimbursement or contribution of funds between the parties of the MOU will be handled in accordance with applicable laws, regulations, procedures. Such endeavors will be outlined in separate agreements that shall be made in writing by representatives of the parties involved. IV. INSURANCE DAP will obtain and maintain insurance coverage in amounts and of the types (i.e. general liability and directors and officers) as required by the City’s Risk Manager, based on the DAP’s structure and activities. V. AMENDMENT, RENEWAL AND TERMINATION a. The term of this MOU shall commence on the Effective Date and, unless sooner terminated by written agreement of the Parties, shall end on June 30, 2025. b. Any modifications, assignments, alterations, or extensions must be in writing, signed, and approved by both Parties. c. This MOU may be terminated by either Party upon 30 days written notice . VI. INDEMNITY a. Each party agrees to indemnify, defend, and hold harmless the other party, its officers, agents and employees from any and all liabilities, claims, or losses of any nature, including reasonable attorneys’ fees and costs of suit, to the extent caused by, arising out of, or in connection with, the indemnifying party’s negligent or wrongful acts or omissions arising from its respective activities pursuant to this MOU. IX. DISPUTE RESOLUTION DocuSign Envelope ID: FFF850A6-D1D3-4BA0-BF6F-FCF4DB523F7F 55575.18185\40023070.1 3 a. The Parties agree to work together in good faith to resolve disagreements that may arise under this MOU. Should such a disagreement arise, the Parties having authority to resolve the dispute will meet and negotiate in good faith toward a mutually satisfactory solution. If any disagreement cannot be resolved through such negotiations, the Parties will consider other alternative dispute resolution processes upon which they may later agree. However, if at any time a Party determines that circumstances so warrant, such Party may seek any available remedy without waiting to complete the informal meet and confer process. X. GENERAL PROVISIONS a. Assignment. Neither Party may assign or transfer all or any portion of its rights or obligations under this MOU to any third party, without obtaining the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any purported assignment, without the other Party’s prior written consent, shall be void. b. Binding Effect. This MOU shall be binding on all heirs, successors and assigns of JFS and the City. c. Entire Agreement. This MOU contains the entire agreement and understanding of the Parties on this subject. The City and DAP understand, acknowledge and agree that no Party, or any agent or attorney for any Party, has made any promise, representation or warranty of any kind whatsoever, express or implied, not contained herein to induce the execution of this MOU. The City and DAP understand, acknowledge and agree that this MOU has not been executed in reliance upon any promise, representation, or warranty not contained herein. d. Applicable Law. This MOU and all rights and obligations arising out of it shall be construed in accordance with the laws of the State of California. Any legal or administrative action arising out of this MOU shall be conducted in Riverside County, California. e. Warranty of Authority. The persons executing this MOU on behalf of the City and DAP represent and warrant that they are duly authorized to execute this MOU and to bind their respective Party to all terms and conditions of this MOU. d. Severability. If any section, subsection, sentence, clause or phrase of this MOU, or the application thereof to any of the Parties, is for any reason held invalid or unenforceable, the validity of the remainder of the MOU shall not be affected thereby and may be enforced by the Parties to this MOU. e. Notices. All notices, demands and communications between the City and DAP shall be in writing and shall be given by personal delivery, registered DocuSign Envelope ID: FFF850A6-D1D3-4BA0-BF6F-FCF4DB523F7F 55575.18185\40023070.1 4 mail (return receipt requested, with postage prepaid), Federal Express, electronic mail, or any other reliable private express delivery service to the following addresses: City of Palm Springs Attn: Yvonne Wise 401 S Pavilion Way Palm Springs, CA 92262 yvonne.wise@palmspringsca.gov Desert Aids Project Attn: CJ Tobe 1695 North Sunrise Way Palm Springs, CA 92262 Email: ctobe@daphealth.org CC: Legal Affairs Phone: 760.323.2118 The foregoing names, addresses may be changed at any time by written notice, as provided above. f. Interpretation. This MOU has been prepared jointly by the Parties, with full access to legal counsel of their own. No ambiguity shall be resolved against any Party on the premise that it or its attorneys were solely responsible for drafting this MOU or any provision thereof. g. Counterparts. This MOU may be executed electronically, and in one or more counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: FFF850A6-D1D3-4BA0-BF6F-FCF4DB523F7F 55575.18185\40023070.1 5 SIGNATURE PAGE TO MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF PALM SPRINGS AND DESERT AIDS PROJECT IN WITNESS, WHEREOF, the Parties enter into this Understanding as of the Effective Date. CITY OF PALM SPRINGS RECREATIONAL TENANT Teresa Gallavan David Brinkman, CEO Interim City Manager Desert Aids Project Yvonne Wise Director, Parks & Recreation APPROVED AS TO FORM: _____________________________ Jeff Ballinger City Attorney ATTEST: _____________________________ Brenda Pree City Clerk DocuSign Envelope ID: FFF850A6-D1D3-4BA0-BF6F-FCF4DB523F7F 1/12/2023 1/17/20231/18/2023 1/18/2023 1/18/2023 55575.18185\40023070.1 6 Exhibit A SCHEDULE OF USAGE 2023 DATES Monday January 30, 2023 Tuesday February 7, 2023 Dates for 2024: 2024 DATES TBD TBD TBD TBD Dates for 2025: 2025 DATES TBD TBD TBD TBD Dates must be submitted in writing and approved by both Parties. DocuSign Envelope ID: FFF850A6-D1D3-4BA0-BF6F-FCF4DB523F7F 55575.18185\40023070.1 1 Exhibit A Updated February 2025 SCHEDULE OF USAGE 2023 DATES Monday January 30, 2023 Tuesday February 7, 2023 Dates for 2024: 2024 DATES Medical Services Every Wednesday Dental Services Every Second and Fourth Wednesday Dates for 2025: 2025 DATES Medical Services Every other Friday Dental Services Every Wednesday through June 30, 2025 Dates must be submitted in writing and approved by both Parties. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 2/21/2025 (OC)Heffernan Insurance Brokers 18004 Sky Park Circle,Suite 210 Irvine CA 92614 Heffernan Insurance Brokers 925-934-8500 925-934-8278 HIB24-7@heffins.com License#:0564249 Philadelphia Indemnity Insurance Company 18058 DESEAID-03 Safety National Casualty Corporation 15105DAPHealth 1695 N Sunrise Way Palm Springs CA 92262 The Hanover Atlantic Insurance Company,Ltd. Nonprofits United Workers Compensation Group,Inc. 1916543993 1 Added Professi C X 1,000,000 X 250,000 1,000,000 3,000,000 X Y L3Q-J851080-00 10/5/2024 10/5/2025 3,000,000 A 1,000,000 X X X PHPK2609780-001 10/5/2024 10/5/2025 C X 4,000,000 X L3Q-J851081-00 10/5/2024 10/5/2025 4,000,000 D XNPU-WCG 001-2025 1/1/2025 1/1/2026 750,000 750,000 750,000 C B Prof.Liability -Claims Made XSWC L3Q-J851080-00 XSWC-SP4067530 10/5/2024 1/1/2025 10/5/2025 1/1/2026 $1,000,000 Per Claim XS of $750,000 XS of $750,000 $3,000,000 Aggr 2,000,000 (EL) Statutory (WC) Automobile Policy #PHPK2609780-001: -Collision Deductible:Private Passenger/Light Truck/Trailer $1,000;Medium &Heavy Truck/Trailer $2,000 -Comprehensive Deductible:$1,000 RE:As Per Contract Or Agreement On File With The Insured.The City of Palm Springs,its officers,officials,employees and volunteers are included as an additional insured and primary on the General Liability policy per the attached endorsement,if required. City of Palm Springs Attn:City Clerk P.O.Box 2743 Palm Springs CA 922626 ENDORSEMENT NO. Policy #L3Q-J851080-00 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF PALM SPRINGS AND DAP THIS MEMORANDUM OF 'UNDERSTANDING (the "Memorandum of Understanding or MOU")dated January 1,2020 (the"Effective Date")is by and between the City of Palm Springs; a California Municipal Corporation, (The City), and Desert Aids Project, a non-profit 501(c) (3) corporation ("DAP"), with reference to the following facts (individual the"Party,"collectively the"Parties." A. The Parties seek to provide a location for a medical testing vehicle and to provide testing incentives when available; B. The City shall provide a location for DAP to park it's medical testing vehicle and a room within the James 0. Jessie Community Center to conduct confidential counseling and testing. C. DAP will provide all equipment and staff required to host a successful testing event D. City will provide a room within the James 0. Jessie Community Center on the fourth Thursdays of each month from 5:30pm to 6:30pm. NOW THEREFORE, based on the recitals set forth above, City and DAP agree as follows: I. INTENTION AND PURPOSE i The intention of this Memorandum of Understanding is to memorialize the Parties' roles, promises, and obligations to each other in their common commitment to provide hospitals with the agreed upon projected blood donation. II. TERM The term of this MOU shall be for a period of 12 months III. PARTY OBLIGATIONS A. Citv's Obligations In addition to all other obligations set forth in this Memorandum of Understanding,The City shall have the following obligations: I. Provide the James 0. Jessie on the fourth Thursday of every month from 5:30 to 6:30 pm; 2. Provide and secure dedicated parking area in advance for testing vehicle easy up tent,along with designated parking for patients; 3. Provide restroom access for staff and donors; 9999).91760%32353379.1 4. Provide sufficient room for food distribution. B. DAP's Obliaations In addition to all other obligations set forth in this Memorandum of Understanding,DAP shall have the following obligations: I. Provide testing vehicle and all equipment to provide testing to patients; 2. Provide supplies for testing incentives when available; 0. Provide adequate staff to have a successful event; and IV. CITY FACILITIES The City agrees to make the following City facility available for DAP to provide DAP's Services: A. James O.Jessie Desert Highland Unity Center 480 W. Tramview Rd. Palm Springs, CA.92262 V. INDEMNIFICATION A. DAP. DAP shall indemnify, defend and hold the City harmless from any and all claims, costs and liability for any damage,injury or death of or to any person or the property of any person, including attorneys' fees, to the extent arising out of or in connection with the willful misconduct or the negligent acts,errors,or omissions by DAP, its officers, agents or employees with respect to DAP's performance of this MOU. B. The Ci City shall indemnify, defend and hold DAP harmless from any and all claims, costs and liability for any damage, injury or death of or to any person or the property of any person, including attorneys' fees, to the extent arising out of or in connection with the willful misconduct or the negligent acts,errors,or omissions of the City, its officers, agents or employees with respect to the City's performance under this MOU. VI. NOTICES Any Party delivering notice or requesting information from the other shall send such notice or request as indicated below: City: City of Palm Springs Attention: Cynthia Alvarado 401 S. Pavilion Way Palm Springs, CA 92262 99999.91760'62353379.1 DAP: Desert Aids Project Attention: Caitlin Becker 1695 North Sunrise Way Palm Springs, CA 92262 VII. TERMINATION This MOU may be terminated by either Party with a thirty (30) day notice to the other Party. V1II. COUNTERPARTS This Memorandum of Understanding may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature (s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Memorandum of Understanding attached thereto. IX. SEVERABILITY If any term, covenant or condition of this Memorandum of Understanding shall, to any extent be invalid 1 void, illegal � al or unenforceable the remainder of this g Memorandum emorandum of Understanding shall not be affected thereby, and each other term, covenant or condition of this Memorandum of Understanding shall be valid and be enforced to the fullest extent permitted by law. X. GOVERNING LAW This Memorandum of Understanding is made and entered into in the State of California and shall be governed by and construed and enforced in accordance with the laws of the State of California. The venue for resolving any disputes regarding this MOU shall be within the County of Riverside. XI. AMENDMENT No modification, variation or amendment of this Memorandum of Understanding shall be effective without the written consent of all of the parties to this Memorandum of Understanding at the time of such modification,variation or amendment. 99999,917 6T3 23 53379.1 XII. SUCCESSORS This Memorandum of Understanding shall be binding on and inure to the benefit of each of the parties' successors and assigns. XIII. ATTORNEYS' FEES In any action or proceeding brought to enforce any provision of this MOU, or where any provision hereof is validly asserted as a defense, the successful Party shall be entitled to recover reasonable attorneys' fees and court costs in addition to any other available remedy. IN WITNESS WHEREOF,the Parties have executed this Memorandum of Understanding. Desert AIDS Project City of Palm Springs, a California Municipal Corporation �--� By: � By: David i nan David Ready,ESQ., i.D Chief Executive Officer By- Anthony Palm Spri as City Clerk APPROVED AS TO FORM: By: 9est est& I' ieger LLP Legal Counsel City of Palm Springs APPROVED BY CITY MANAGER 99999.91760023 333 79.1