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HomeMy WebLinkAboutYMCA - 2017 MOU for Summer Food Programthe FOR YOUTHOEVEL.OPMEN7 It FOR WEunry UVM + FOR SOIMU RESPONS111111111IJITY MEMORANDUM OF UNDERSTANDING BETWEEN YMCA OF SILICON VALLEY AND CITY OF GILROY FOR PROVISION OF THE SUMMER FOOS SERVICE PROGRAM (SFSP) AT PARTICIPATING RECREATION SITES This Memorandum of Understanding ( "MOU ") is made and entered into this /9 Ity of 2017, by and between City of Gilroy at 7351 Rosanna Street, Gilroy, CA 95020 ( "CG ") and YMCA of Silicon Valley, a California non-profit a ganization ( "YMCA "). PROGRAM DESCRIPTION The YMCA of Silicon Valley ( "YMCA ") is the acting Summer Food Service Program ( "SFSP ") Sponsor. Through an agreement with the California Department of Education Nutrition Services Department ( "CDENSD "), YMCA is responsible for the administration and oversight of the SFSP at approved site locations. YMCA of Silicon Valley is a CDE sponsor in Rood standing. This MOU serves to establish responsibilities of CG Recreation Department and YMCA. RESPONSIBILITIES In general, City of Gilroy (or "Recreation Personnel') will order prepared hot or cold meals from YMCA approved vendor Revolution Foods, take possession of those meals at participating Recreation sites, perform health and safety checks on the food before serving it as directed by the YMCA, create records showing meal counts and other data, and serve the prepared meals to qualifying children. YMCA will receive reimbursement from CDENSD (California Department of Education Nutrition Services Division) for the cost of qualifying meals served and pay Revolution Foods directly. More specifically: ORGANIZATIONAL COMMITMENTS YMCA responsibilities: 1. Prior to commencement of food service operations hereunder, YMCA, with CG cooperation, shall provide a minimum of three hours of training to participating Recreation personnel. 2. So long as the participating Recreation Personnel perform their tasks in a manner consistent with the training provided by the YMCA, the YMCA shall assume all fiscal responsibilities for meals not claimed or not deemed reimbursable by the CA Department of Education, Food Nutrition Services (serving incomplete meals or missing components). 3. YMCA shall provide at minimum a two (2) hour face -to -face training, assuring CG that participating Recreation Personnel will be trained and knowledgeable in the record keeping of the meal requirements of the SFSP, and in Health and Sanitation practices. In addition to the above training, YMCA will provide direction to enable one (1) member of each Recreation site staff present during service times to complete the California Food Handler Certification (valid for three (3) years), a certificate awarded by ServSafe, CA. 4. YMCA shall pay Revolution Foods, the third party food vendor, the full amount each month as presented on the monthly itemized invoice for all meals that are delivered in accordance with SFSP Food Service Agreement /CA Health and Safety Codes. Prior to such payment City of Gilroy Recreation shall review the invoice and notify the YMCA and Revolution Foods of any discrepancies in the invoice including spoiled food, incorrect delivery quantities or deliveries out of the designated time frames that are not deemed reimbursable by SFSP. 5. YMCA shall invoice the CG for: (a) meals delivered per CG orders to Revolution Foods but not consumed by participating children ( "meal overages" or "adult meals ") billed by Revolution Foods that were not defective or unsafe to serve, and are not otherwise used by YMCA; (b) a $50.00 delivery fee /site location for equipment such as Refrigerators or Warming Ovens; (c) meals served to adults over the age of 18; (c) missing cutlery or miscellaneous items (trays or boats); (d) as well as meals served by CG that are missing components or incomplete as a result of negligent acts of participating Recreation Personnel rather than errors by YMCA or Revolution Foods CG responsibilities. 2 1 Based upon the training provided by YMCA, CGPRD shall confirm that at least 50% of the youth who are served a meal at participating sites are eligible for free and reduced priced meals Eligibility status confirmation will be determined by CDENSD (California Department of Education Nutrition Services Division) 2 Prior to commencing operations hereunder, CG will notify YMCA of the addresses of the participating sites, the expected dates of operation and of any field trips on which reimbursable meals will be served, and report the maximum daily number of youth participating in SFSP CG will reimburse the YMCA for additional meals consumed beyond the reported number 3 By Tuesday at 5 pm prior to the following week of service, CG will order from Revolution Foods the appropriate number of meals and arrange a delivery schedule (covering dates, times, and locations) to participating Recreation sites Revolution Foods will provide weekly menus for the participating Recreation sites, which shall be posted at the sites CG will notify both Revolution Foods and YMCA if Revolution Foods fails to deliver meals per the menu and listed items ordered Per training provided by YMCA, participating Recreation Personnel shall, upon delivery of meals, inspect said delivery to verify the temperature, quality and quantity of each meal 4 Per the training provided by the YMCA, Recreation Personnel shall create a record, at time of delivery, of any meals that do not meet approved standards for SFSP, and shall note if the quality delivered is incorrect, and shall report that information to Revolution Foods and YMCA within twenty -four (24) hours. The SFSP Sponsor, YMCA, reserves the right to terminate their agreement with the approved food service management company (Revolution Foods) if the deliveries are not in accordance with SFSP food Service Agreement /CA Health and Safety Codes If CG fails to transmit meals orders to Revolution Foods by 5pm on Tuesdays, said vendor is authorized to charge the CG a penalty of up to $100 00 If CG, after timely transmitting of the meal order to Revolution Foods later cancels all or part of the order, CG will be required to pay for ordered but cancelled meals at 50% of the regular price for such meals Revolution Foods is also authorized to charge CG a 10% per changed meal convenience fee for changes in meal type after the order deadline 5 CG shall record and maintain, on a daily basis, on forms provided by YMCA, an accurate count of the number of meals at point of service by meal type, ensure that meals are only served to children ages 2 -18, return meal count paperwork, updated menus, and delivery receipts to the YMCA every two (2) weeks no later than 5 00 pm on Tuesday following the week of operation CG will ensure that all meals are served complete and that only one meal is served to each child during the designated meal service time Any meals which Recreation Personnel know will be eaten off site must be reported to YMCA and Revolution Foods one week in advance of their consumption. 6 CG through participating Recreation Personnel will ensure that all Health and Sanitation requirements of SFSP are being met, to the extent of the YMCA and ServSafe training 7 All participating agencies shall serve meals to all attending children regardless of race, color, national origin, sex, age, or disability, allow all children equal access to services and facilities at your site regardless of race, color, national origin, sex, age, or disability; display in a prominent place a nondiscrimination poster provided by YMCA; make outreach WIC or Cal -Fresh program material available to the public upon request, comply with any guidance provided by the monitors or state /county auditors 8 CG shall assume all responsibility of any volunteers supporting SFSP, ensuring the CG's volunteer requirements are met, providing direction and supervision of all participating volunteers 9 Prior to payment, CG shall review the invoice and notify the YMCA and Revolution Foods of any discrepancies in the invoice including spoiled food, incorrect delivery quantities or delivery is out of the designated time frames that are not deemed reimbursable by YMCA TERM The term of this MOU shall be from the Date of Execution and shall continue through August 30, 2017. Each party has the right to terminate this contract if the other party has materially breached any obligation herein and such breach remains uncured for a period of 14 days after written notice thereof is sent to the other party. INSURANCE City of Gilroy and YMCA will maintain for the duration of this agreement commercial liability insurance against Claims for injuries to person or damages to property which may arise from the acts and omission of their agents, representatives, or employees. INDEMNIFICATION To the fullest extent permitted by law, each party ( "indemnitor ") agrees to hold harmless, indemnify and defend the other party ( "indemnitee ") including the indemnitee's officers, directors, employees and agents, from and against any and all liability, claims, suits, actions, arbitration proceedings, administrative proceeding, and regulatory proceedings, losses, expenses, or any injury or damage of any kind whatsoever, whether actual, alleged or threatened, attorney fees, court cost, and any other costs of any nature without restriction incurred in relation to, as a consequence of, or arising out of, the performance of this Agreement, and attributable to the fault of the other. Following a determination of the percentage of fault and or liability of the agreement between the Parties or a court of competent jurisdiction, the party responsible for liability to the other will indemnify the other party this Agreement for the percentage of liability determined. APPLICATION LAW This Agreement and 7 CFR 225.2 represents the entire understanding of the parties and it is under jurisdiction and subject of the USDA and the State of California. n e cial r�tur SFSP Sponsor Official Signature: rticipant Ag�enc' y A cial me: SF P Sponsor Official Name: Cci 1 Sandy Berlin Walker itle: I f Title: " t� IJ�► �{ 1jXi� President & CEO Tele one Nu ber� _� Telephone Number: 408.351.6400 ext. 6413 Da : zDate: � n -7/�Q Approved as to Form: Gilroy City Attomeyrs Office By: City Attomey CI ient#: 27430 YMCAOFSI ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 6/30_/2017 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: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) 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 certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency LLC Marsh & McLennan Ins Agency LLC 1340 Treat Blvd #250 Lic OH18131 NAME Felicia McAroy PHONE 925 482 -9300 FAX E- M,I� Eat ac No). 925 482 -9390 ADDRESS. Felicia.McAroy@MarshMMA.com 5068898919 Walnut Creek, CA 94597 INSURER(S) AFFORDING COVERAGE NAIC • INSURER A North River Insurance Company 21105 INSURED YMCA of Silicon Valley 80 Saratoga Avenue Santa Clara, CA 95051 INSURER B. United States Fire Insurance Co 21113 INSURER C $10,000 INSURER D PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER X POLICY F] JECT LOC OTHER INSURER E $3,000,000 INSURER F $1,000,000 COVERAGES CERTIFICATE NUMBER: REVISION Nr1MRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAM_ ED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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 S_ HOWN_ MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE IN RL SUBR POLICY NUMBER MPOLIICY EFF POLICY EXP LIMBS • X COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR X 5068898919 D7/01/201-7 67/01i2018 EACH OCCURRENCE $110001000 PREMISES Ee occurrrrence $1,000,000 MED EXP Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER X POLICY F] JECT LOC OTHER GENERAL AGGREGATE $3,000,000 PRODUCTS - COMP /OP AGG $1,000,000 $ • AUTOMOBILE X X _ LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS 5068898919 7/0112017 07/011207 COMBINED SINGLE LIMIT Ea acadent 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY Per accident) $ PROPERTY DAMAGE Per .rodent $ $ B X UMBRELLALIAB EXCESS LIAR X OCCUR CLAIMS -MADE 5821082127 7/01/2017 07/011201 EACH OCCURRENCE $1,006,000 AGGREGATE S1.000.00 DED LX1 RETENTION $0 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN OFFICERO /MEMBER�EXCLUDED�ECUTIVEa (Mandatory in NH) I }yes, ON OF OPERATIONS below e under DE SCRIPTIIPTIO N/A 4087376214 7/67/2017 67/61/261 X PER OTH- EL EACH ACCIDENT $1 606600 E L DISEASE - EA EMPLOYEE $1,000,060 E L DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) RE: Event on 07/01/2017 - 06/30/2018, Senior Nutrition and Programs. City of Gilroy, Its agents, officers and employees are included as Additional Insured (General Liability), per the attached. City of Gilroy Recreation Department 7351 Rosanna Street Gilroy, CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1999 -2014 ACORD CORPARATIAN_ All rinhlc racarvaA ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S1317482/M1309532 PAT18 INSURED- YMCA of Silicon Valley POLICY #: 5068898919 POLICY PERIOD: 07/01/2017 TO 07/01/2018 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL. INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons Or Organization(s) City of Gilroy, it's agents, officers and employees 7351 Rosanna Street Gilroy, CA 95020 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for 'bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf A. In the performance of your ongoing operations, or B. In connection with your premises owned by or rented to you CG 20 26 07 04 0 ISO Properties, Inc., 2004 Page 1 of 1 CERTIFICATE OF COVERAGE This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the agreements below. NAME AND ADDRESS OF AGENCY: ORGANIZATION AFFORDING COVERAGE: Municipal Pooling Authority of Northern California Municipal Pooling Authority of Northern California 1911 San Miquel Drive, Suite 100 Walnut Creek, CA 94596 (925) 943 -1100 * FAX (925) 946 -4183 DRESS OF COVERED ENTITY: City of Gilroy LeeAnn McPhillips HR /Risk Mgmt Dept. 7351 Rosanna Street Gilroy, CA 95020 This is to cerury that coverage agrecr,enls listed beia:v h.1. e be= -n Issued to the r-oveied pa ^e5 n -mzri abe,,e and are in for,--e et tlu•, time Nokill isunding an, requirement, ter m or condd;on of any contract o, other document with respect to whn_r this cai';Fi ate may be issued or may pertain the roveragc afford t: d by 1.110 cuverage agreements debcnbed herein is subject to all the tzrms, exdwions, and condl000, of such coverage agreernenr>. TYPE OF COVERAGE General Liability COVERAGE AGREEMENT COVERAGE AGREEMENT NUMBER _ - EXPIRATION — MPA17 -18 6/30/2018 Auto Liability j MPA17 -18 6/30/2018 I I f , Auto MPA17 -18 6/30/2018 Collision and Comprehensive j Workers' Compensation and Employers Liability MPA17 -18 ; 6/30/2018 I ' Description of Operations / Locations / Vehicles /Event /Restrictions /Special Items: LIMITS OF LIABILITY per occurrence Bodily Injury, Property Damage, Personal Injury Combined $1,000,000 Bodily Injury, Property Damage, Personal Injury Combined $1,000,000 $3,000 Deductible Police Vehicles $2,000 All Other Vehicles Limit of Liability = $250,000 SIR $500, ^00 I I Workers' Comp = Statutory Employers' Liability =$4 5 million This certificate shall serve as proof that the City of Gilroy is covered for general liability coverage through Municipal Pooling Authority under the policy described above, subject to the Memorandum of Coverage terms, conditions, and exclusions. Canc,,.11ahun Should any or Ch., ahc,ve desciibr-o co,eia,.. agreement= na - ar -cteo berg c the cxprraton data try ?iei`f, the ;sluing c :m; any mill end�i qr 0 ,iia l 30 days viriUen ounce io the below ndRled c rtlflc,l�= holder, buit rail-re to indil �utih nc!lri Shall impose nr oUik rio^ ­r hrhilny ur any kr,d upon the vith,,rity, it's ag?nts or representative_) CERTIFICATE HOLDER (name and address) i City of Gilroy 7351 Rosanna Street 1- Gilroy, CA 94520 - - _ -- -- - - - - -_ -- certificate ID: 2300 : 2015 -16 FY 1_3 Praprred By: kh - Date Issued: July 10, 2017 �1 Erwin Chanq, Liability Claims Manaqer MEMORANDUM OF UNDERSTANDING BETWEEN YMCA Or SILICON VALLEY AND CITY OF GILROY FOR PROVISION OF THE SUMMER FOOS SERVICE PROGRAM (SFSP) AT PARTICIPATING RECREATION SITES This Memorandum of Understanding ( "MOU ") is made and entered into this // day of �+ 2017, by and between City of Gilroy at 7351 Rosanna Street, Gilroy, CA 95020 ( "CG ") and YMCA of Silicon Valley, a California non-profit organization ( "YMCA "). PROGRAM DESCRIPTION The YMCA of Silicon Valley ( "YMCA ") is the acting Summer Food Service Program ( "SFSP ") Sponsor. Through an agreement with the California Department of Education Nutrition Services Department ( "CDENSD "), YMCA is responsible for the administration and oversight of the SFSP at approved site locations. YMCA of Silicon Valley is a CDE sponsor in good standing. This MOU serves to establish responsibilities of CG Recreation Department and YMCA. RESPONSIBILITIES In general, City of Gilroy (or "Recreation Personnel ") will order prepared hot or cold meals from YMCA approved vendor Revolution Foods, take possession of those meals at participating Recreation sites, perform health and safety checks on the food before serving it as directed by the YMCA, create records showing meal counts and other data, and serve the prepared meals to qualifying children. YMCA will receive reimbursement from CDENSD (California Department of Education Nutrition Services Division) for the cost of qualifying meals served and pay Revolution Foods directly. More specifically: ORGANIZATIONAL COMMITMENTS YMCA responsibilities: 1. Prior to commencement of food service operations hereunder, YMCA, with CG cooperation, shall provide a minimum of three hours of training to participating Recreation personnel. 2. So long as the participating Recreation Personnel perform their tasks in a manner consistent with the training provided by the YMCA, the YMCA shall assume all fiscal responsibilities for meals not claimed or not deemed reimbursable by the CA Department of Education, Food Nutrition Services (serving incomplete meals or missing components). 3. YMCA shall provide at minimum a two (2) hour face -to -face training, assuring CG that participating Recreation Personnel will be trained and knowledgeable in the record keeping of the meal requirements of the SFSP, and in Health and Sanitation practices. In addition to the above training, YMCA will provide direction to enable one (1) member of each Recreation site staff present during service times to complete the California Food Handler Certification (valid for three (3) years), a certificate awarded by ServSafe, CA. 4. YMCA shall pay Revolution Foods, the third party food vendor, the full amount each month as presented on the monthly itemized invoice for all meals that are delivered in accordance with SFSP Food Service Agreement /CA Health and Safety Codes. Prior to such payment City of Gilroy Recreation shall review the invoice and notify the YMCA and Revolution Foods of any discrepancies in the invoice including spoiled food, incorrect delivery quantities or deliveries out of the designated time frames that are not deemed reimbursable by SFSP. 5. YMCA shall invoice the CG for: (a) meals delivered per CG orders to Revolution Foods but not consumed by participating children ( "meal overages" or "adult meals ") billed by Revolution Foods that were not defective or unsafe to serve, and are not otherwise used by YMCA; (b) a $50.00 delivery fee /site location for equipment such as Refrigerators or Warming Ovens; (c) meals served to adults over the age of 18; (c) missing cutlery or miscellaneous items (trays or boats); (d) as well as meals served by CG that are missing components or incomplete as a result of negligent acts of participating Recreation Personnel rather than errors by YMCA or Revolution Foods CG responsibilities: 1 Based upon the training provided by YMCA, CGPRD shall confirm that at least 50% of the youth who are served a meal at participating sites are eligible for free and reduced priced meals. Eligibility status confirmation will be determined by CDENSD (California Department of Education Nutrition Services Division). 2 Prior to commencing operations hereunder, CG will notify YMCA of the addresses of the participating sites, the expected dates of operation and of any field trips on which reimbursable meals will be served, and report the maximum daily number of youth participating in SFSP CG will reimburse the YMCA for additional meals consumed beyond the reported number 3 By Tuesday at 5 pm prior to the following week of service, CG will order from Revolution Foods the appropriate number of meals and arrange a delivery schedule (covering dates, times, and locations) to participating Recreation sites Revolution Foods will provide weekly menus for the participating Recreation sites, which shall be posted at the sites CG will notify both Revolution Foods and YMCA if Revolution Foods fails to deliver meals per the menu and listed items ordered Per training provided by YMCA, participating Recreation Personnel shall, upon delivery of meals, inspect said delivery to verify the temperature, quality and quantity of each meal 4 Per the training provided by the YMCA, Recreation Personnel shall create a record, at time of delivery, of any meals that do not meet approved standards for SFSP, and shall note if the quality delivered is incorrect, and shall report that information to Revolution Foods and YMCA within twenty-four (24) hours The SFSP Sponsor, YMCA, reserves the right to terminate their agreement with the approved food service management company (Revolution Foods) if the deliveries are not in accordance with SFSP Food Service Agreement /CA Health and Safety Codes If CG fads to transmit meals orders to Revolution Foods by 5pm on Tuesdays, said vendor is authorized to charge the CG a penalty of up to $100 00 If CG, after timely transmitting of the meal order to Revolution Foods later cancels all or part of the order, CG will be required to pay for ordered but cancelled meals at 50% of the regular price for such meals Revolution Foods is also authorized to charge CG a 10% per changed meal convenience fee for changes in meal type after the order deadline 5 CG shall record and maintain, on a daily basis, on forms provided by YMCA, an accurate count of the number of meals at point of service by meal type, ensure that meals are only served to children ages 2 -18; return meal count paperwork, updated menus, and delivery receipts to the YMCA every two (2) weeks no later than 5 00 pm on Tuesday following the week of operation. CG will ensure that all meals are served complete and that only one meal is served to each child during the designated meal service time Any meals which Recreation Personnel know will be eaten off site must be reported to YMCA and Revolution Foods one week in advance of their consumption 6 CG through participating Recreation Personnel will ensure that all Health and Sanitation requirements of SFSP are being met, to the extent of the YMCA and ServSafe training 7 All participating agencies shall serve meals to all attending children regardless of race, color, national origin, sex, age, or disability; allow all children equal access to services and facilities at your site regardless of race, color, national origin, sex, age, or disability; display in a prominent place a nondiscrimination poster provided by YMCA, make outreach WIC or Cal -Fresh program material available to the public upon request, comply with any guidance provided by the monitors or state /county auditors 8 CG shall assume all responsibility of any volunteers supporting SFSP, ensuring the CG's volunteer requirements are met, providing direction and supervision of all participating volunteers 9 Prior to payment, CG shall review the invoice and notify the YMCA and Revolution Foods of any discrepancies in the invoice including spoiled food, incorrect delivery quantities or delivery is out of the designated time frames that are not deemed reimbursable by YMCA TERM The term of this MOU shall be from the Date of Execution and shall continue through August 30, 2017. Each party has the right to terminate this contract if the other party has materially breached any obligation herein and such breach remains uncured for a period of 14 days after written notice thereof is sent to the other party. INSURANCE City of Gilroy and YMCA will maintain for the duration of this agreement commercial liability insurance against Claims for injuries to person or damages to property which may arise from the acts and omission of their agents, representatives, or employees. INDEMNIFICATION To the fullest extent permitted by law, each party ( "indemnitor") agrees to hold harmless, indemnify and defend the other party ( "indemnitee ") including the indemnitee's officers, directors, employees and agents, from and against any and all liability, claims, suits, actions, arbitration proceedings, administrative proceeding, and regulatory proceedings, losses, expenses, or any injury or damage of any kind whatsoever, whether actual, alleged or threatened, attorney fees, court cost, and any other costs of any nature without restriction incurred in relation to, as a consequence of, or arising out of, the performance of this Agreement, and attributable to the fault of the other. Following a determination of the percentage of fault and or liability of the agreement between the Parties or a court of competent jurisdiction, the party responsible for liability to the other will indemnify the other party this Agreement for the percentage of liability determined. APPLICATION LAW This Agreement and 7 CFR 225.2 represents the entire understanding of the parties and it is under jurisdiction and subject of the USDA and the State of California. I� Pa ci a t ignature/�, i Inf41 SFSP ponsor Official Signature: rti ipan a me: LJ ® SFSP Sponsor Official Name: Sandy Berlin Walker �Title: fr {�� Title: President & CEO Telephone Num er: Telephone Number: 408.351.6400 ext. 6413 Date: Date: X2.1 7�q 1� Approved as to Form: Gilroy Ci Attorney's Offipa ey: C Attomey 3 Maria DeLeon From: Branson, Michael <Michael.Branson @berliner.com> Sent: Tuesday, July 18, 2017 3:05 PM To: Maria DeLeon Cc: Adam Henig; LeeAnn McPhillips; Michael Horta; Andy Faber; Jolie Houston Subject: RE: YMCA MOU Attachments: YMCA SFSP MOU 2017 vl.docx; MOU - YMCA 2016 Summer Food Service Program - Parks & Rec vl.pdf Maria, See attached. I have simply revised the insurance section to say that both the City and YMCA will maintain commercial liability insurance. I looked at the agreement with YMCA for last year. It did not have a mutual insurance provision, but we nonetheless did request and attach a certificate of liability insurance to the MOU. I have attached a copy of that as well. Thanks, Michael Branson From: Maria DeLeon [ mailto : Maria. DeLeon @ci.giIroy.ca.us] Sent: Monday, July 17, 2017 2:33 PM To: Branson, Michael Cc: Adam Henig; Branson, Michael; LeeAnn McPhillips; Michael Horta; Faber, Andrew L.; Houston, Jolie Subject: RE: YMCA MOU Hi Michael, I hope all is well. To date, I don't know where we are at with the mutual insurance provision that LeeAnn is requiring for this contract. Additionally, she is off on vacation for the next several days. Unfortunately, the Youth Center participants are not able to receive healthy snacks because this contract has not been processed. I1 is possible for you to insert the mutual insurance provision narrative which LeeAnn is requiring? This will help expedite the YMCA's ability to provide healthy lunches and snacks for our summer program. Any support you can provide would be much appreciated. Thank you. Maria From: Maria DeLeon Sent: Thursday, July 13, 2017 4:26 PM To: LeeAnn McPhillips Cc: Adam Henig; Branson, Michael (Michael. Branson@berliner.com) Subject: RE: YMCA MOU Hi Michael and LeeAnn, Can I please get an update on the review of the YMCA MOU? The only matter in question was the insurance and indemnification narrative. Has this section been revised? Maria From: Maria DeLeon Sent: Friday, June 30, 2017 10:52 AM To: LeeAnn McPhillips Cc: Adam Henig; Branson, Michael (Michael. Branson (&berliner.com) Subject: RE: YMCA MOU That's up to Michael. I will wait to hear from him. Maria From: LeeAnn McPhillips Sent: Friday, June 30, 2017 10:46 AM To: Maria DeLeon Cc: Adam Henig; Branson, Michael (Michael. Branson(&berliner.com) Subject: RE: YMCA MOU Hi there, I won't be able to work on this until next week. I am leaving shortly for an offsite meeting. If Michael is able to help incorporate something more quickly that is fine with me. Otherwise, I can work on it next week. Thank you, LeeAnn LeeAnn McPhillips, MPA, SPHR, IPMA -SCP Human Resources Director /Risk Manager City of Gilroy Human Resources and Risk Management Department 7351 Rosanna Street Gilroy, CA 95020 • www.cityofgilroy.org 1 roy...... main # (408) 846 -0228 direct # (408) 846 -0205 fax # (408) 846 -0200 leeann.mcphillips@cityofgilroy.org •' SPHR' This e-mail transmission contains information that is intended to be confidential and privileged. If you receive this e-mail and you are not a named addressee you are hereby notified that you are not authorized to read, print, retain, copy or disseminate this communication without the consent of the sender and that doing so is prohibited and may be unlawful. Please reply to the message immediately by informing the sender that the message was misdirected. After replying, please delete and otherwise erase it and any attachments from your computer system. Your assistance in correcting this error is appreciated. From: Maria DeLeon Sent: Friday, June 30, 2017 10:45 AM To: LeeAnn McPhillips Cc: Adam Henig; Branson, Michael (Michael. Branson @berliner.com) Subject: RE: YMCA MOU Importance: High Hi LeeAnn, I hope all is well. Michael has already reviewed the YMCA Summer Food Service Program MOU and had suggested some grammatical changes, which I have incorporated in the attachment. There were no changes made to the insurance and indemnification sections of the document as this is your area of expertise. Thanks to Michael, now that we have the Word version, please review the updated document and make the necessary modifications in the insurance section. Once I hear back from you, I will forward the updated MOU to the YMCA contact and request 2 hard copies with 2 wet signatures for processing. Thank you. Maria From: LeeAnn McPhillips Sent: Thursday, June 29, 2017 6:32 PM To: Maria DeLeon Cc: Adam Henig; Branson, Michael (Michael. Branson@berliner.com) Subject: RE: YMCA MOU Hi there, Will Michael also add the mutual insurance provision? The certificate attached is all that is available right now. The new ones have not been issued yet. We can replace as soon as MPA has them to issue. Thanks LM LeeAnn McPhillips, MPA, SPHR, IPMA -SCP Human Resources Director /Risk Manager City of Gilroy Human Resources and Risk Management Department 7351 Rosanna Street Gilroy, CA 95020 • www.cityofgilroy.org gilroy, main # (408) 846 -0228 direct # (408) 846 -0205 fax # (408) 846 -0200 leeann.mcphil lips @cityofei lroy.org ,o •' SPHR' This e-mail transmission contains information that is intended to be confidential and privileged. If you receive this e-mail and you are not a named addressee you are hereby notified that you are not authorized to read, print, retain, copy or disseminate this communication without the consent of the sender and that doing so is prohibited and may be unlawful. Please reply to the message immediately by informing the sender that the message was misdirected. After replying, please delete and otherwise erase it and any attachments from your computer system. Your assistance in correcting this error is appreciated. From: Maria DeLeon Sent: Thursday, June 29, 2017 2:01 PM To: LeeAnn McPhillips Cc: Adam Henig Subject: YMCA MOU Hi LeeAnn, I am working with Michael Branson of the City Attorney's Office on this MOU. He asked for a word version of the document as he found some minor grammatical errors. I just sent it to him. He said he'd get back to me with an updated version tomorrow morning. Also, I'm not sure if you wanted me to use the attached insurance document with this MOU. In reviewing it, I noticed that it expires tomorrow, June 30, 2017. I believe we will need an up to date insurance document for processing. Thank you. Maria From: LeeAnn McPhillips Sent: Wednesday, June 28, 2017 5:41 PM To: Maria DeLeon Cc: Adam Henig Subject: RE: YMCA MOU Hi there, OK, I assume this already went through City Attorney review. It looks like they are just asking for proof of insurance. The agreement does not appear to have a mutual insurance provision or indicate that the service provider is providing coverage. I am thinking we should have a mutual insurance clause, but the City Attorney may be okay with just the mutual indemnification since they are providing a free food service. However, since the YMCA is directing the program and there is another vendor delivering food that we are then passing on, we should be protected from claims if the food makes someone sick or something happens even if we follow their procedures. Who reviewed this at the City Attorney office? The FY 18 certificates are not available yet. Thanks LM LeeAnn McPhillips, MPA, SPHR, IPMA -SCP Human Resources Director /Risk Manager City of Gilroy Human Resources and Risk Management Department 7351 Rosanna Street 1 Gilroy, CA 950201 1 www.cityofgilroy.org ro V main # (408) 846 -0228 �JJ direct # (408) 846-0205 fax # (408) 846-0200 leeann .mcphillips @cityofgilroy.org A4Y SPHR" This e -mail transmission contains information that is intended to be confidential and privileged. If you receive this e-mail and you are not a named addressee you are hereby notified that you are not authorized to read, print, retain, copy or disseminate this communication without the consent of the sender and that doing so is prohibited and may be unlawful. Please reply to the message immediately by informing the sender that the message was misdirected. After replying, please delete and otherwise erase it and any attachments from your computer system. Your assistance in correcting this error is appreciated. From: Maria DeLeon Sent: Wednesday, June 28, 2017 12:18 PM To: LeeAnn McPhillips Cc: Adam Henig Subject: YMCA MOU Hi LeeAnn, Attached is an MOU which I will be processing shortly. As soon as I obtain 2 wet signatures from the YMCA, I will be sending this MOU through for standard contract review and signature approval. This document just came to me yesterday, but should have been processed last month as the YMCA food program is scheduled to start at the Youth Center on Monday, July 3, 2017 — next week. In reviewing the MOU, the YMCA is requiring insurance from the City. Since this may take some time, I am forwarding the MOU ahead of time. This way, when the contract comes across your desk, we can expedite the approval process. Thank you in advance for any help you can provide with this matter. Maria De Leon, Director City of Gilroy Recreation Department 7351 Rosanna Street Gilroy, CA 95020 (408) 846 -0274 maria.deleon @ci.gilroy.ca.us ParksMake 1, i t't-Better! Click here to Sign up for the Recreation E- Newsletter Become a City of Gilroy Recreation fan!