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00-1003_MISSION HOSPITAL_Memoranudm of Understanding MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("Agreement') is made and entered into by and between Mission Hospital ("Donor"), and the City of San Juan Capistrano ("City"), each referred to herein individually as a "Party" and collectively as the "Parties". This Agreement shall take effect on October 3, 2000 ARTICLE I RECITALS Whereas, Donor is a California nonprofit corporation exempt from federal income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code and operates a program known as Health Communities in an effort to expand on its charitable mission. Whereas, City is located in South Orange County and leases and operates certain park property commonly known as Stone Field described in Exhibit A attached hereto and incorporated herein by reference. Whereas, Stone Field provides the major recreation area for surrounding communities, which include low-income families, and is in significant need of refurbishing and quality improvements, the City is the recipient of a $175,000 Grant under the Stone Field Park Program ("Program") dated 10/3/2000 , whereby in turn there exists the park refurbishment project ("Project') under the Program. Whereas, it is the desire of the Parties, through the Project, to provide financial contributions to assist in upgrading Stone Field through reconstruction and refurbishment as more particularly described in Exhibit B attached hereto and incorporated herein by reference. NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: ARTICLE II PARTIES' RELATIONSHIP 2.1 Independent Contractors. In the performance of the work, duties and obligations devolving upon it under this Agreement, it is understood and agreed that both Parties and their staff providing services under this Agreement shall be and at all times are acting and performing as independent contractors; that neither Party to this Agreement shall neither have nor exercise any control or direction over the methods by which the 40694_1/091500 1 other Party or its staff perform their work and functions; that the Parties do, by this Agreement, agree to perform their work and functions at all times in strict accordance with currently approved methods and practices; and that the sole interest of the Parties is to ensure that Services shall be performed in a competent, efficient and satisfactory manner. No relationship of employer and employee is created by this Agreement, and neither Party nor any staff member of either Party performing services pursuant to this Agreement, whether as a shareholder, partner, employee, independent contractor, subcontractor or otherwise, shall have any claim under this Agreement or otherwise against the other Party for vacation pay, sick leave, retirement benefits, Social Security, Workers' Compensation, disability or unemployment benefits. City shall indemnify and hold harmless Foundation from any and all liability for fees, compensation, wages and benefits of itself or its staff, and from taxes on business income and other costs and expenses of an employer that Foundation would incur if, contrary to the parties' intention, City or its staff are determined to be employees of Foundation. 2.2 Insurance. City maintains liability insurance, including Workers' Compensation insurance, in amounts in excess of Three Million Dollars ($3,000,000) per occurrence with the Southern California Joint Powers Authority. As such, Donor agrees that the insurance referenced herein is acceptable for purposes of this Agreement. 2.3 Indemnification. The Parties agree to indemnify, save, hold harmless, and at the other Party's request(s) defend the other Party and its agents from and against the payment of any and all costs and expenses, claims, suits, and liability for bodily and personal injury to, or death of any person, and for death or injury or loss of any property resulting from or arising out of or in any way connected with any neglect or wrongful acts or omissions of the indemnifying Party, its officers and employees, in performing or failing to perform any work, services, or functions for or referred to or in any way connected with any work, services, or functions to be performed under this Agreement. 2.4 Term. This Agreement shall remain in full force and effect until December 31s` 2001 unless terminated sooner as provided for herein. This Agreement may be renewed upon the mutual agreement of both parties hereto through a written amendment. 2.5 Termination. This Agreement may be terminated by either party in the event of material breach by either party. 2.6 Licenses and Standards. Each Party warrants to the others that it has all necessary licenses and permits required by the laws of the United States, the State of California and the County of Orange and all other appropriate governmental agencies, and agrees to maintain these licenses and permits in effect during the term of this Agreement. 40694_1/091500 2 ARTICLE 111 PARTIES' RESPONSIBILITIES 3.1 DONOR ACKNOWLEDGES AND AGREES AS FOLLOWS: a. Provide an amount up to One Hundred Seventy Five Thousand Dollars ($175,000) toward the refurbishment and reconstruction portion of the Project pursuant to the terms of this Agreement. b. Select an individual, acceptable to City, to act as a liaison for purposes of ensuring a smooth transition to the utilization of the refurbished and reconstructed Stone Field; C. The total amount contributed by Donor as referenced in Sections 3.1 (a.) herein shall not exceed One Hundred Seventy Five Thousand Dollars ($175,000) ("Principal Amount") unless through a written agreement signed by Donor. 3.2 CITY ACKNOWLEDGES AND AGREES AS FOLLOWS: a. City represents that its lease of Stone Field is a long-term lease and that the City is a lessee in good standing; b. Provide an amount toward the Project equal to the difference between Donor's Principal Amount, as defined above, and the total cost of the Project up to and including completion; C. Prepare the plans and specifications of the Project; d. Conduct a formal public works bid process to select the lowest bidder to construct the project who shall be licensed and bonded and capable of providing the highest quality services; e. Coordinate with and secure consent from the Capistrano Unified School District as to the Project improvements. 3.3 BOTH PARTIES AGREE AS FOLLOWS: a. City does not have the financial resources to initiate the Project and Donor's funding commitment is critical to the completion of the Project. 40694_1/091500 3 Accordingly, Donor agrees that its financial commitment shall be absolute and irrevocable prior to the City initiating the bidding process for the Project as referenced further herein of which the escrow instructions (attached hereto as Exhibit "C") shall be written and agreed to mutually by the parties. In addition, escrow fees, if any, shall be paid from the Principal Amount contributed by Donor. b. The funds deposited into the escrow account may only be withdrawn as progress payments are submitted by the contractor(s) performing the work on behalf of the City. C. All interest earned on the Principal Amount deposited into the Escrow Account shall be applied toward the Principal Amount that Donor has agreed to contribute to the Project. d. Donor's Principal Amount shall first be exhausted before City begins making progress payments from City's funds. e. City reserves the right to unilaterally cancel this Agreement in the event that the City determines in its absolute reasonable discretion that the low bid is excessive. Upon cancellation of this Agreement, the Principal Amount shall be returned to Donor within fifteen (15) business days. ARTICLE IV GENERAL PROVISIONS 4.1 Amendment. This Agreement may be amended, but only in a writing, dated and executed by the Parties and attached hereto. Further, the Parties agree to confer in good faith and to amend this Agreement to the extent reasonably necessary for the maintenance of Foundation's tax-exempt status or its ability to obtain tax-exempt financing. 4.2 Assignment/Subcontracting. No Party to this Agreement shall assign its rights nor delegate or subcontract its duties under this Agreement without the prior written consent of the other Parties. 4.3 Compliance. It is acknowledged that the Corporate Responsibility Program applies to the services and obligations described herein. This program is intended to prevent compliance concerns such as fraud, abuse, false claims, excess private benefit and inappropriate referrals. This compliance program requires and it is hereby agreed that any regulatory compliance concerns shall be promptly reported either to an appropriate manager or through the hotline (877-808-8133). Further, it is represented and warranted that all individuals providing service hereunder shall not at any time have been sanctioned by a health care regulatory agency and, finally, that investigatory activity relevant to this organization shall be promptly reported to an organization 40694_1/091500 4 manager or via the hotline (as above). Failure to abide by these compliance requirements shall immediately and automatically terminate this Agreement. 4.4 Entire Agreement. This Agreement contains the complete and full agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements whether verbal or written between the parties and no modification of, or agreement to modify, any of the said terms and conditions shall be binding upon any Party unless made in writing and signed by the Parties' authorized representatives. 4.5 Notices. Any and all notices permitted or required by this Agreement shall be deemed to have been duly given if mailed by United States post, addressed as indicated below each Parties' signature below. 4.6 Severability. Any term or provision of this Agreement which is invalid or unenforceable by virtue of any statute, ordinance, court order, final administrative action or otherwise, shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement. 4.7 State Law. This Agreement shall be interpreted in accordance with the laws of the State of California. 4.8 Waiver. No assent or waiver, express or implied, of any breach of any one or more of the terms of this Agreement shall be deemed to be a waiver of any other term or condition or assent to continuation of such breach. This Agreement is executed as of the date set forth in the preamble. City: By: Date: /%/2ocea Ilene mpbel Mayor Donor: B Date: astone President & CEO Attest: Cheryl Johns6fi, Clity Clerk Approved as to Form: John R Shaw, City Attorney 40694_1/091500 5 EXHIBIT A (Attached Hereto) • • m i a a vt ltd_. AM IT or \ .L, ry 'u r •1` EXHIBIT B (Attached Hereto) STONE FIELD RENOVATION PROJECT DESCRIPTION Stone Field, constructed bythe Works Progress Administration in 1939, has begun to show the signs of its age. The Stone Field Renovation Project intends to focus on upgrading the sports field to provide a safe and consistent new playing surface. The existing field is in poor condition; riddled with ruts and holes, no turf to speak of, and is often muddy and unplayable during the rainy season. The Stone Field Renovation will regrade the existing field and install a drainage system providing proper removal of rainwater to insure that the field dries quickly and thoroughly. This will maximize the number of playable days for the field. The existing clay soil will be amended to provide a more porous and better soil bed for the turf playing surface. Recognizing the intensive use this field receives, a subdrainage system will be investigated and may be used to insure deep root growth and a stronger, more resilient turf. Upon completion of the grading and drainage systems, a new irrigation system will be installed. The system will be designed to supply proper amounts of water for different seasons and will provide full and complete coverage to insure a consistent green turf field. The field will be hydroseeded with an athletic field turf seed mixture developed to hold up to the rigors of soccer play. If funding should allow, sodding in lieu of seeding would provide a usable field in less time. New soccer field goals and team benches will make up the final athletic field improvements. Renovations to the existing rock walls, bleachers, construction of a new restroom building and surrounding landscaping treatments will be added to the project as funding allows. EXHIBIT B EXHIBIT C ESCROW INSTRUCTIONS 1. Pursuant to Article III, Section 3.3 [a], Donor shall deposit into an Escrow Account, as mutually agreed upon by both Parites, the total sum of One Hundred Seventy Five Thousand Dollars ($175,000) not later than ten (10) business days from the date of the execution of the Agreement. 2. All interest earned on the Principal amount deposited into the Escrow Account shall be applied toward the Principal Amount that Donor has agreed to contribute to the Project . 3. Escrow fees shall be paid from the Principal amount contributed by Donor. 4. The Escrow Officer shall receive a monthly progress payment request from the City. The payment request shall be executed as approved by the following parties in this order: a. Director of Public Works, City of San Juan Capistrano b. Authorized Agent of the Contractor Funds within the escrow account shall not be dispersed from the account by the Escrow Officer without following the procedure as referenced herein in Section 4. 5. Upon receipt of the executed monthly progress payment request, the Escrow Officer shall remit payment equal to the amount shown on the payment request to the City of San Juan Capistrano within five (5) business days. 6. Escrow officer shall forward a monthly statement of the escrow account to: a. City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, Ca 92675 Attn: Cindy Russell b. Mission Hospital 27700 Medical Center Road Mission Viejo, Ca 92691 Attn: Gail Cooley, Accounting 7. The escrow account may only be canceled upon written mutual consent of both Parties to this Agreement. STONE FIELD RENOVATION PROJECT 00 Half 1,2001 Half 2,2001 Task Name Duration AugSe Oct Nov Dec Jan I Feb I Mar Apr May Jun Jul AugSep Oct Nov Parks R Rec.Comm. 0 days City Counil-Funding 0 days 9/19 Prepare Arch.RFP 10 days Advertise for Proposals 20 days Receive Proposals 0 days `10/31 City Council-Arch.Award 0 days mil' 11f7 Design 90 days City Council-Approve PSBE 0 days Advertise for Bids 24 days Bid Opening 0 days 5/22 City Council-Award Const. 0 days 5/5 Construction 110 days City Council-Completion 0 days ♦ 11/ n DTask ® Summary ^ Rolled Up Progress f7 Project:STONE FIELD RENOVATION Split 1.1. Rolled Up Task External Tasks . = Date:5/11/00 By:J.Mankawich,Assoc.Eng. Progress Rolled Up Split Project Summary m Z Milestone . 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