MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF REDONDO BEACH
AND CLEAR INC.
THIS MEMORANDUM OF UNDERSTANDING (" MOU") is made between the City of Redondo Beach, a Chartered Municipal Corporation (" City") and CLEAR INC. (" CLEAR"), a California corporation.
WHEREAS, CLEAR offered the City up to $ 5000 of professional clinical services per month for a mental health treatment program to assist people experiencing homelessness in the City; and
WHEREAS, acceptance for program admission will be at the discretion of CLEAR clinical staff based on a clinical assessment and appropriateness of fit; and
WHEREAS, CLEAR desires to provide these services for a one-year term as a pilot program with the opportunity for program expansion contingent upon clinical efficacy; and
WHEREAS, CITY would provide CLEAR the space to deliver these clinical services and compensate for services that exceed the $ 5, 000 per month.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to the following:
1. Services. CLEAR shall provide the following services:
One - on- one therapy by licensed therapists and therapist associates for individualized client -centered needs and goals
Group therapy, facilitated by credentialed therapists and case managers, by individuals with a certified drug and alcohol agency, using a variety of clinical modalities for psycho -education about mental illness and addiction and development of healthy coping skills
Individual case management for life skill training
2. Term. This MOU shall commence on September 1, 2020 and continue until August 31, 2021.
3. Compensation. CLEAR shall provide up to $ 5, 000 worth of services to City each month and any services that are rendered in excess of $5, 000 per month shall be compensated by City at the rate of $100 per hour for group therapy, $ 50 per hour for individual therapy, and $ 25 per hour for case management. The total compensation for this MOU shall not exceed 50,000. City shall also provide the space/venue for the provision of the services.
4. Professional Ability. CLEAR acknowledges, represents and warrants that CLEAR is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of CLEAR as a material inducement to enter into this MOU. CLEAR shall perform in accordance with generally accepted professional practices and standards of CLEAR's profession.
5. Business License. CLEAR shall obtain a Redondo Beach Business License before performing any services required under this MOU. The failure to so obtain such license shall be a material breach of this MOU and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this MOU to reflect such waiver.
6. Indemnity. To the maximum extent permitted by law, CLEAR hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents ( collectively "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of CLEAR's performance or work hereunder including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the MOU, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. CLEAR' s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by CLEAR or Indemnitees. This indemnification obligation shall survive this MOU and shall not be limited by any term of any insurance policy required under this MOU.
Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against CLEAR because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this MOU.
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Waiver of Right of Subrogation. CLEAR, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
7. Insurance. CLEAR shall comply with the requirements set forth in Exhibit A." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this MOU.
8. Non -Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this MOU.
9. Compliance with Laws. CLEAR shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this MOU, including without limitation all environmental laws, employment laws, and non- discrimination laws.
10. Termination. Either party may terminate this MOU at any time upon providing thirty (30) days prior written notice to the other party.
11. Amendments: No modification, amendment, or addendum to this MOU shall be valid unless it is set forth in writing and is signed by the parties.
IN WITNESS WHEREOF, the parties have executed this MOU in Redondo Beach, California, as of this 1St day of September, 2020.
CITY OF REDONDO BEACH
DocuSigned by:
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William C. Brand, Mayor
ATTEST: DocuSigned by:
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Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
DocuSigned by:
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Michael W. Webb, City Attorney
CLEAR INC.
DocuSigned by:
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Title: Program Director
APPROVED: DocuSigned by:
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Risk Manager
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Diane Strickfaden
EXHIBIT A
INSURANCE REQUIREMENTS FOR CONSULTANTS
Without limiting Consultant's indemnification obligations under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage ( occurrence form CG 0001).
Insurance Services Office form number CA 0001 ( Ed. 1/ 87) covering Automobile Liability, code 1 ( any auto).
Workers' Compensation insurance as required by the State of California.
Employer's Liability Insurance.
Minimum Limits of Insurance
Consultant shall maintain limits no less than:
General Liability: $ 1, 000, 000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Automobile Liability: $ 1, 000,000 per accident for bodily injury and property damage.
Employer's Liability: $ 1, 000,000 per accident for bodily injury or disease.
Deductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: ( 1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Consultant shall provide a financial M
guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Consultant. General liability coverage can be provided in the form of an endorsement to the Consultant' s insurance, or as a separate owner's policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant.
For any claims related to this project, the Consultant' s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant's part.
Acceptability of Insurers
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Insurance shall be placed with insurers with a current A.M. Best' s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications.
Standard ISO forms which shall be subject to City approval and amended to conform to the City's requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
Subcontractors
Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Consultant acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.