HomeMy WebLinkAboutOrange Coast Memorial Medical Center - 2016-03-07Dept ID CS 16-003 Page 7 of 2
Meeting Date 3i7/2016
14'�Vw 4) —7-0
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 3/7/2016
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A Wilson, City Manager
PREPARED BY: Janeen Laudenback, Director of Community Services
SUBJECT: Approve a Memorandum of Understanding (MOU) between the City of
Huntington Beach and Orange Coast Memorial Medical Center, and, authorize
the receipt and appropriation of $125,000 to provide programming at the Senior
Center in Central Park
Statement of Issue
Orange Coast Memorial Medical Center and the City wish to memorialize the long-standing
partnership between the two entities and outline the structure for an annual donation to the new
"Senior Center in Central Park" for the provision of Human Service Care Management programs
and services to enhance the quality of life for Huntington Beach residents
Financial Impact
There is no financial impact to the City The City will receive a total donation of $125,000 over a
five-year period from Orange Coast Memorial Medical Center for Human Services Care
Management programs for the residents of Huntington Beach
Recommended Action -
A) Approve and authorize the Mayor and City Clerk to execute the "Memorandum of
Understanding Between the City of Huntington Beach and Orange Coast Memorial Medical
Center," including a $125,000 00 contribution for care management programs and services, and
authorize the Mayor, City Clerk, and City Manager to execute any and all documents related to this
transaction
B) Authorize the receipt and appropriation of $125,000, to be paid annually in the amount of
$25,000 from Orange Coast Memorial Medical Center over five (5) consecutive years into
Donations Fund 103, business unit 10345508 as approved by the Director of Community Services
Alternative Action(s)
Do not approve the Memorandum of Understanding with Orange Coast Memorial Medical Center
direct staff accordingly
Analysis
The City has been in the process of building a new senior center in Huntington Central Park for
many years One use for the Senior Center will be for wellness programs and preventative services
made available to active seniors, as well as frail and homebound seniors To that end, Orange
Coast Memorial Medical Center wishes to partner with the City of Huntington Beach in an effort to
continue its commitment to the community by expanding the level of programs, services, and
facilities available at the new Senior Center
Item 12. - 1 HB -276-
Dept ID CS 16-003 Page 2 of 2
Meeting Date 3/7/2016
Orange Coast Memorial Medical Center would like to contribute $125,000 towards programming at
the new Senior Center in Central Park This contribution would meet the need for additional project
funding in exchange for certain naming rights and use of certain designated areas of the Center
This MOU would memorialize and legally bind the City and Orange Coast Memorial Medical Center
with regard to its overall contribution to the new Senior Center in Central Park This funding will
provide care management services for a five-year period
The MOU provides Orange Coast Memorial Medical Center certain "naming rights" to the Care
Management area within the building, as well as opportunities to provide free wellness and
enrichment educational programs at the new Senior Center in Central Park The City's
commitments include working collaboratively with Orange Coast Memorial Medical Center to
develop a mutually agreeable naming and signage program that recognizes their contribution to the
operation of the Center In addition, the City will work with Orange Coast Memorial Medical Center
to develop an "Annual Program Plan" to determine a wellness and enrichment program schedule
for the new Senior Center in Central Park
Environmental Status
Not applicable
Strategic Plan Goal
Improve quality of life
Attachments)
1 "Memorandum of Understanding between the City of Huntington Beach and Orange Coast
Memorial Medical Center"
xB -277- Item 12. - 2
MEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY OF HUNTINGTON BEACH
AND ORANGE COAST MEMORIAL MEDICAL CENTER
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into on
/' 4484/- Q 7 , 2016, by and between the CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of California (hereinafter referred to as "City"), and
ORANGE COAST MEMORIAL MEDICAL CENTER, a California corporation (hereinafter
referred to as "OC Memorial")
WHEREAS, OC Memorial began serving the Citizens of Huntington Beach via
affiliation with the Huntington Beach Council on Aging board in 2006 to enhance quality of life
for Huntington Beach Seniors,
WHEREAS, City and OC Memorial are committed to the provision of services to frail,
homebound seniors though the Cnty's Care Management Program; and
WHEREAS, City wishes to build and operate the new "Senior Center in Central Park" to
enhance life in Huntington Beach through the provision of services to the most vulnerable
seniors, and
WHEREAS, OC Memorial wishes to continue their commitment to the citizens of
Huntington Beach by enhancing programs and services offered to meet the needs of the
community, and
WHEREAS, OC Memorial wishes to enter into an agreement with City to advance their
level of support to the Huntington Beach community, and
NOW, THEREFORE, OC Memorial and the City of Huntington Beach agree as follows•
15-5017/128922 2
SECTION 1 TERM
This MOU will become effective on the date it is approved by the City Council of the
City and shall be for a term of five (5) years. Either party may terminate agreement by providing
120 days written notice to the other party
SECTION 2 OBLIGATIONS OF CITY
The obligations of City pursuant to this Agreement shall be as follows-
0 Placement of signage outside the Care Management area noting OC Memorial as a
sponsor of Care Management
• Provision of monthly recognition of OC Memorial in Outlook on Active Aging as a
sponsor of Care Management
• Provision of monthly recognition of OC Memorial in Outlook on Active Aging as
"Lifetime" plaque sponsor
• If available, inclusion of OC Memorial logo in scrolling banner on lobby TV
• Acknowledgement at City Council meeting via a Council Commendation to OC
Memorial for their commitment to Care Management
• HBTV-3 recognition of OC Memorial when the new senior center or senior outreach
is fcatured.
• Provide OC Memorial with, at minimum, quarterly opportunities to provide free
wellness and enrichment educational programs at the new Senior Center in Central
Park
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15-5017/128922 2
SECTION 3 OBLIGATIONS OF OC MEMORIAL
OC Memorial shall provide City with the following,
• Annual donation of $25K to the City of Huntington Beach for Care Management for
5 consecutive years, beginning a minunum of 30 days pnor to the formal opening of
the new Senior Center in Central Park
• Annual meeting with Semor Services staff to determine wellness and enrichment
program schedule
• Approved wellness and enrichment educational programs at the new Semor Center in
Central Park, provided quarterly, at minimum
SECTION 4 ACCESS TO CITY MARKS AND LOGOS
OC Memorial shall have the right to use the official Huntington Beach City logo,
surfboard logo, and City's "Surf City Huntington Beach" trademark with the prior written
approval of City's Director of Community Services before using any of these logos or trademark,
which approval shall be at the sole discretion of the Director Note The surfboard logo is not
the property of the City Neither logo will be used by OC Memonal for commercial purposes
SECTION 5. HOLD HARMLESS
OC Memorial shall protect, defend, indemnify and hold harmless City, its officers,
officials, employees, agents, and volunteers from and against any and all liability, loss, damage,
expenses, judgments, demands and defense costs (including without limitation, costs and fees of
litigation of every nature) arising out of or in connection with OC Memorial's performance of
this MOU or its failure to comply with any of its obligations contained in this MOU except such
loss or damage which was caused by the sole negligence or willful misconduct of the City. OC
Memorial will conduct all defense at its sole cost and expense and City shall approve selection of
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OC Memorial's counsel This indemnity shall apply to all claims and liability regardless of
whether any insurance policies are applicable The policy limits do not act as a limitation upon
the amount of indemnification to be provided by OC Memorial
SECTION 6 GENERAL LIABILITY INSURANCE
In addition to the workers' compensation insurance and OC Memorial covenant to
indemnify City, OC Memorial shall obtain and furnish to City, a policy of general public liability
insurance, or proper evidence of self-insurance reviewed and approved by the City Said policy
shall mdemmfy OC Memorial, its officers, agents and employees, while acting within the scope
of their duties, against any and all claims arising out of or in connection with this Agreement,
and shall provide coverage in not less than the following amount combined single limit bodily
injury and property damage, including products/completed operations liability and blanket
contractual liability, of $1,000,000 per occurrence If coverage is provided under a form which
includes a designated general aggregate limit, the aggregate limit must be no less than
$1,000,000 Such policy shall name City, its agents, its elected or appointed officers, employees
and volunteers as additional named insureds, and shall specifically provide that any other
insurance coverage which may be applicable shall be deemed excess coverage and that OC
Memorial's insurance shall be primary.
SECTION 7 PROFESSIONAL LIABILITY INSURANCE
OC Memorial shall obtain and furmsh to CITY a professional liability insurance
policy covering the work performed by it hereunder This policy, or proper evidence of self-
insurance reviewed and approved by the City, shall provide coverage for OC Memorial's
professional liability in an amount not less than One Million Dollars ($1,000,000 00) per
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15-5017/128922 2
occurrence and in the aggregate The City acknowledges that OC Memorial has a self -insured
retention. A claims -made policy shall be acceptable if the policy further provides that
A The policy retroactive date coincides with or precedes the initiation of the
scope of work (including subsequent policies purchased as renewals or
replacements)
B. OC Memorial shall notify City of circumstances or incidents that might
give rise to future claims
OC Memonal will make every effort to maintain similar insurance during any
required extended period of coverage following completion of services If insurance is
terminated for any reason, OC Memorial agrees to purchase an extended reporting provision of
at least two (2) years to report claims ansing from work performed in connection with this
Agreement.
If OC Memorial fails or refuses to produce or maintain the insurance required by
this section or fails or refuses to furnish the City with required proof that insurance has been
procured and is in force and paid for, the City shall have the right, at the City's election, to
forthwith terminate this Agreement
SECTION 8. CERTIFICATE OF INSURANCE
Prior to commencing performance of the services hereunder, OC Memorial shall
furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverage as required by this Agreement, the certificate shall:
A provide the name and policy number of each carrier and policy,
B. state that the policy is currently in force; and
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15-5017/128922 2
C. promise that such policy shall not be suspended, voided or canceled by
either party, reduced in coverage or in limits except after thirty (30) days'
prior written notice, however, ten (10) days' prior written notice in the
event of cancellation for nonpayment of premium
OC Memorial shall maintain the foregoing insurance coverage in force until the
work under this Agreement is fully completed and accepted by City
The requirement for carrying the foregoing insurance coverage shall not derogate
from OC Memorial's defense, hold harmless and indemnification obligations as set forth in this
Agreement City or its representative shall at all times have the right to demand the original or a
copy of the policy of insurance OC Memorial shall pay, in a prompt and timely manner, the
premiums on the insurance hereinabove required
SECTION 9. WORKERS' COMPENSATION INSURANCE
Pursuant to California Labor Code section 1861, OC Memorial acknowledges
awareness of section 3700 et seq. of said Code, which requires every employer to be insured
against liability for workers' compensation OC Memorial covenants that it will comply with
such provisions prior to commencing performance of the work hereunder OC Memorial shall
maintain workers' compensation insurance in an amount of not less than One Hundred Thousand
Dollars ($100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars
($100,000) bodily injury by disease, each employee, Two Hundred Fifty Thousand Dollars
($250,000) bodily injury by disease, policy limit OC Memorial shall require all subcontractors
to provide such workers' compensation insurance for all of the subcontractors' OC Memorial
employees. OC Memorial shall furnish to City a certificate of waiver of subrogation under the
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15-5017/128922 2
terms of the workers' compensation insurance and OC Memorial shall similarly require all
subcontractors to waive subrogation
SECTION 10. INDEPENDENT CONTRACTOR
OC Memorial is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of City OC Memorial
shall secure at its own cost and expense, and be responsible for any and all payment of all taxes,
social security, state disability insurance compensation, unemployment compensation and other
payroll deductions for OC Memorial and its officers, agents and employees and all business
licenses, if any, in connection with the services to be performed hereunder.
SECTION 11 ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by OC Memorial to any other person or entity without the
prior express written consent of City. If an assignment, delegation or subcontract is approved, all
approved assignees, delegates and subconsultants must satisfy the insurance requirements as set
forth in Sections 9 and 10 hereinabove
SECTION 12 ASSIGNING AS BREACH
Neither party shall encumber, assign, or otherwise transfer this MOU, or any right or
interest in this MOU, without the express written consent of the other party A consent by a
parry to one assignment or transfer to another person shall not be deemed to be a consent to any
subsequent assignment or transfer to another person. Any encumbrance, assignment or transfer,
without the prior written consent of the other parry, whether it be voluntary or involuntary, by
operation of law or otherwise, is void and shall, at the option of the other party, terminate this
MOU.
7
15-5017/128922 2
SECTION 13. TERMS BIh1DIN6 ON SUCCESSORS
All the terms, covenants and conditions of this MOU shall inure to the benefit of and be
binding upon the parties and their successors and assigns. The provisions of this Section shall
not be deemed as a waiver of any of the conditions against assignment herembefore set forth
SECTION 14 CONFLICT OF INTEREST
OC Memorial shall employ no City official nor any regular City employee in the work
performed pursuant to this MOU No officer or employee of City shall have any financial
interest in this MOU in violation of the applicable provisions of the California Government
Code
SECTION 15. PHOTOGRAPHY
City may grant permits to persons engaged in the production of still and motion pictures,
television programs, advertising and related activities, to take photographs and/or motion
pictures of Senior Care Management services However, consistent with good safety practices,
City will endeavor to give 24-hour advance notification of such activities to OC Memorial.
SECTION 16 NONDISCLOSURESIPRESS RELEASES
OC Memorial shall consult with City prior to issuing any press releases or otherwise
making any public statements with respect to this MOU, the transactions contemplated herein, or
matters arising herefrom
SECTION 17 CUMULATIVE REMEDIES
The remedies given to the parties in this MOU shall not be exclusive but shall be
cumulative and in addition to all remedies now or hereafter allowed by law or elsewhere
providcd in this MOU
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SECTION 18 WAIVER OF BREACH
The waiver by City of any breach by OC Memorial of any of the provisions of this MOU,
irrespective of the length of time for which such failure continues, shall not constitute a waiver
of such breach or a waiver of any subsequent breach by OC Memorial either of the same or
another provision of this MOU
SECTION 19 FORCE MAJEURE - UNAVOIDABLE DELAYS
Should the performance of any act required by this MOU to be performed by either City
or OC Memorial be prevented or delayed by reason of an act of God, strike, lockout, labor
troubles, inability to secure materials, restrictive governmental laws or regulations, or any other
cause (except financial inability) not the fault of the party required to perform the act, the time
for performance of the act will be extended for a period equivalent to the period of delay and
performance of the act during the period of delay will be excused
SECTION 20 NOTICE
Any written notice, given under the terms of this MOU, shall be either delivered personally
or mailed, certified mail, postage prepaid, addressed to the party concerned, as follows
City
Director of Community Services
City of Huntington Beach
2000 Main Street, P O. Box 190
Huntington Beach, CA 92648-2702
Phone- (714) 536-5291
OC Memorial
Orange Coast Memorial Medical Center
9920 Talbert Avenue
Fountain Valley, CA 92708
Phone (714) 378-7000
If a party desires to change the address for notices set forth herein, said party will provide
30 days advance written notice to the other party of any such change
9
15-5017/128922 2
SECTION 21 ATTORNEY' S FEES
In the event suit is brought by either party to enforce the terms and provisions of this
MOU or to secure the performance hereof, each party shall bear its own attorney's fees The
prevailing party shall not be entitled to recover its attomey's fees from the non -prevailing party
SECTION 22 CONTROLLING LAW AND VENUE
The rights and liabilities of the parties. and the interpretation and construction of this MOU,
shall be determined in accordance with the laws of the State of California Any controversy arising
out of or under this MOU, if litigated, shall be adjudicated in a court of competent jurisdiction in
Orange County, California
SECTION 23 SECTION TITLES
The section titles in this MOU are inserted only as a matter of convenience and for
reference, and in no way define, limit or describe the scope of intent of this MOU or in any way
affect this MOU
SECTION 24. TIME OF ESSENCE
Time is of the essence with respect to all provisions of this MOU in which a definite time
for performance is specified including, but not limited to, the expiration of this MOU
SECTION 25. SURVIVAL OF INDEMNITIES
Termination of this MOU shall not affect the right of the parties to enforce any and all
indemnities given or made by OC Memorial under this MOU, nor shall it affect any provision of
this MOU that expressly states that the provision shall survive termination thereof
SECTION 26. NONLIABILITY OF CITY OFFICIAL. F TVlPLOYEES OR AGENI'S
No elective or appointed City or City affiliated board, commission or member thereof, or
officer, official, employee or agent of City shall be personally liable to OC Memorial its successors
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15-5017/128922 2
and assigns, of any default or breach by City under this MOU or for any amount which may
become due to OC Memorial, its successors and assigns, under this MOU or for any obligation of
City under this MOU
SECTION 27. MOU IN WRITING
This MOU contains and embraces the entire agreement between the parties hereto and
neither it nor any part of it may be changed, altered, modified, limited or extended orally or by any
other agreement between the parties unless such agreement be expressed in writing, signed and
acknowledged by City and OC Memorial, or their successors in interest
SECTION 28. PARTIAL INVALIDITY
Should any provision of this MOU be held by a court of competent jurisdiction to be either
invalid, void, or unenforceable, the remaining provisions of this MOU shall remain in full force and
effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not
materially impaired
SECTION 29. ENTIRETY
The foregoing sets forth the entire agreement between the parties
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IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed by and
through their authorized officers the day, month and year first above written.
ORANGE COAST MEMORIA.LMEDICAL
CENTER., a California corporation•
By /
Marcia N rRKU,
pnnt name
ITS
rAND
By'
pnntname
ITS,
12
15-5017/128922 2
CITY OF HUNTINGTON BEACH, a
municipal corporation the State of California
d,AAs&&- I
or
ATTEST
CVy Clerk 3fiff 15
APPROVED AS
CityAttorney 0 y o I 1 Lod � {o
ED
ity Services
REVENED AND APPROVED.
i Manager
ACOR I ja
CERTIFICATE OF LIABILITY INSURANCE
DATE (MWOD/Y"
1/7/2016
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
IMPORTANT It the certificate holder Is an ADDITIONAL INSURED, the policy(les) must 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 cerbficate does not corder rights to the
certificate holder In lieu of such endarscment(s)
PRODUCER
Beecher Carlson - Santa Ana
6 Hutton Centre Drive
Suite 1280
Santa Ana M CA 92707� �-
CAO.NEr Cartsaa M3.11er
HONE (714) 481-7109 _ FAX (77e)-B7D-305B n
EMA14,S cmiller@beechorcarlson corn
INSU S AFFORDUtG COVERAGE
NAICS
INSURERAMHS Self Insured Program
INSURED
Memorial Health Services
17360 Brookhurst Street
Fountain Valley CA 92708
INSURER Saf 9ty National Casualty CoEp�L5105
INSURERC
INSURER
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COVERAGES CERTIFICATE NUMBER�1=161743425 REVISION NUMBER
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
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DESCRIPTION OF OPERATIONS / LOCAvoNs / VEHICLES (Attach ACORD 701, AddIIII l Remarks Schedule, N mac space Is required)
Evidence of Healthcare Professional and General Liability Insurance for Memorial Health Services,
Community Hospital Long Beach, Long Beach Memorial Medical Center, Orange Coast Memorial Medical Center,
Saddleback Memorial Medical Center and Miller Children's Hospital Long Beach
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Memorial Health Services ACCORDANCE WITH THE POLICY PROVISIONS
17360 Brookhurst St AUTHORIZED REPRESENTATIVE
Fountain Valley, CA 92708
XIc+7a-r-
ACORD 25 (2010/05) ( 18Sti-ZUIUAGURU GCJRPORAIICJN All nghts reserved
INS025 oninmi m Tho Ar n2n mama and Innn era mnrefiorod marlot of Ar'npn
Ml�hael Gates, Clty Attorney
Resolution No. 2008-63
ity CITY OF HUNTINGTON BEACH
2000 Main Street, Huntington Beach, CA 92648-2702
Hununi caches , DECLARATION OF PERM ITT E E
I certify that no vehicle(s) will be used or operated in the performance of the
task(s) or event(s) for which this permit is granted.
I authorize the City of Huntington Beach to immediately and retroactively
revoke the license or permit issued in connection with or in the performance of
said task(s) or events(s) if any vehicle(s) is used.
Signature of Permittee:
Print Name: ' M(Z4j IY64-P 1
Company Name (if applicable):
Date Signed:
16407
EXHIBIT 1
ATTACHMENT #5
Memorandum of Understanding
Between
The City of Huntington Beach and
Orange Coast Memorial Medical Center
11 . "I ,
Qpprobed"as to Form "40'
it
, Karen R Weinstein, Esq
" MHS Legal Department ° 3
City of Huntington Beach
2000 Main Street ♦ Huntington Beach, CA 92648
(714) 536-5227 ♦ www.huntingtonbeachca.gov
Office of the City Clerk
Joan L. Flynn, City Clerk
March 9, 2016
Orange Coast Memorial
MemonalCare Health System
ATTN Beth R Hambelton, Senior Program & Community Outreach Liaison
18111 Brookhurst St
Fountain Valley, CA 92708
Dear Ms Hambelton
Enclosed for your records is a duplicate original of the "Memorandum of Understanding
Between the City of Huntington Beach and Orange Coast Memorial Medical Center"
Sincerely,
Joan L Flynn
City Clerk
JF pe
Enclosure
Sister Cztzes Anjo, Japan ♦ Waitakere, New Zealand