HomeMy WebLinkAbout2016-06-13 16-237 ORDERCOUNCIL ACTION
Item No. 1 -237
Date: June 13, 2016
Item/Subject: ORDER, Authorizing the City Manager to Execute a Memorandum of
Understanding with the Penquis District Coordinating Council for Public Health designating the
Department of Health and Community Services to Serve as Lead Fiscal Agent
Responsible Department: Public Health and Community Services
Commentary: This Order will authorize the City Manager to execute a memorandum of
understanding (MOU) with the Penquis District Coordinating Council to act as Lead Fiscal Agent
for the Penquis Public Health District. Bangor Public Health and Community Services is a
founding member of the Penquis District Coordinating Council for Public Health. If approved,
under the terms of the MOU, Bangor Public Health will be responsible to hire and house a
District Coordinator and act as fiscal agent for related funding. The MOU specifically outlines
City responsibilities and expectations in the areas of human resource management and finance.
The term of the MOU is July 1, 2016 to June 30, 2017.
This was reviewed and recommended for approval at the June 6, 2016 Government operations
Committee meeting.
Manager's Comments:
Associated Information: Order
Budget Approval:
Legal Approval:
Introduced for
x Passage
_First Reading
Referral
Department Head
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City Manager
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Finance Director
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Assigned to Councilor Sprague
CITY OF BANGOR
16-237
NNE 13, 2016
(TITLE.) Order, Authorizing the City Manager to Execute a Memorandum of
Understanding with the Penquis District Coordinating Council for Public Health
BY THE CITY COUNCIL OF THE CITY OF BANGOR:
BE IT ORDERED, that the City Manager is hereby authorized to enter into a
memorandum of understanding with the Penquis District Coordinating Council for Public Health,
in final form as approved by the City Solicitor or Assistant City Solicitor.
IN CITY COUNCIL
JUNE 13, 2016
PASSED
CITY CLERK
16-237
JUNE 13, 2016
Memorandum of Understanding
Between
The Penquis District Coordinating Council for Public Health
And
City of Bangor Public Health and Community Services Department
This Memorandum of Understanding, made effective this 1s' day of July 2016, by and
between City of Bangor Public Health and Community Services Department, a Maine
municipality with its principal place of business located in Bangor, ME and the Penquis District
Coordinating Council for Public Health (DCC), a Maine entity created at the direction of the
State of Maine but without independent corporate legal status, with its principal place of business
located in Bangor, Maine,
W I T N E S S E T H: WHEREAS, The Penquis District Coordinating Council for Public Health
requires certain district development services, including but not limited to human resources and
financial management services; and
WHEREAS, City of Bangor Public Health and Community Services Department through
its duly qualified employees, agents, and independent contractors, is ready, willing, and able to
provide such district development services for the benefit of The Penquis District Coordinating
Council for Public Health; and
WHEREAS, The Penquis District Coordinating Council for Public Health wishes to
contract with City of Bangor Public Health and Community Services Department to obtain such
management services; and
NOW, THEREFORE, in consideration of the mutual covenants herein contained, The
Penquis District Coordinating Council for Public Health and City of Bangor Public Health and
Community Services Department agree as follows:
1. INDEPENDENT CONTRACTOR STATUS.
The parties to this MOU are independent contractors each making a defined and separate
contribution. Nothing in this MOU will be construed to create a partnership, joint venture,
agency, or employment relationship between the parties or any subcontractor thereof.
2. PROVISION OF SERVICES. Maine DHHS / The Penquis District Coordinating
Council for Public Health agrees to contract with City of Bangor Public Health and Community
Services Department for the provision of those district development services below, and City of
Bangor Public Health and Community Services Department agrees to provide such services as an
independent contractor to The Penquis District Coordinating Council for Public Health, upon the
terms and conditions set forth herein. City of Bangor Public Health and Community Services
Department may have a seat on the Penquis District Coordinating Council for Public Health
based on sector representation and vacancies as identified in Legislation; not for purposes of
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representing fiscal agent capacity/interests. City of Bangor Public Health and Community
Services Department may not participate in any decision making process related to budget and/or
services under this agreement. City of Bangor Public Health and Community Services
Department may not under any circumstances dissolve the DCC or remove any of its members.
City of Bangor Public Health and Community Services Department shall
provide the following services to The Penquis District Coordinating Council for
Public Health hereunder:
HUMAN RESOURCE MANAGEMENT
City of Bangor Public Health and Community Services Department will employ
individuals hired to conduct work on behalf of the Penquis District Coordinating Council for
Public Health. Services from City of Bangor Public Health and Community Services Department
shall include the following:
A. Advertising for new or open positions; utilizing job description provided by funder
B. Conducting interviews, reference checks, and/or notifications to applicants;
C. Administering all employee benefits
D. Conducting all required compliance audits
E. Providing wage verifications, employment verification, and/or references for former
employees;
F. Maintaining and coordinating all employee personnel and/or payroll files;
G. Assuring compliance with all applicable occupational health and safety requirements
H. Administering and managing all unemployment claims or other employment-related
claims
FINANCE City of Bangor Public Health and Community Services Department will provide the
following financial management services to The Penquis District Coordinating Council for
Public Health hereunder:
A. Payroll;
B. Preparation of monthly, quarterly and annual balance sheets and income statements;
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C. Support in preparation of annual budgets;
D. Support in preparation and presentation of financials to The Penquis District
Coordinating Council for Public Health Leadership/ Steering Committee;
E. Handling of accounts receivable, including billing and invoicing.
F. Contract billing and monitoring.
G. Handling accounts payable.
H. To the extent City of Bangor Public Health and Community Services Department is
responsible for making any payments of authorized The Penquis District Coordinating
Council for Public Health expenses hereunder, City of Bangor Public Health and Community
Services Department will make payment from a The Penquis District Coordinating Council
for Public Health account and will prepare IRS Form 1099 statements on behalf of The
Penquis District Coordinating Council for Public Health as needed.
The Penquis District Coordinating Council for Public Health shall provide
direction to City of Bangor Public Health and Community Services Department
regarding the following services hereunder:
HUMAN RESOURCE MANAGEMENT (associated with District Development Funds).
A. The Penquis District Coordinating Council for Public Health shall share responsibility for
interviewing, hiring, management, and termination decisions and provide input and
direction regarding employees working on behalf of The Penquis District Coordinating
Council for Public Health, following City of Bangor Public Health and Community
Services Department' employment policies.
La. City of Bangor Public Health and Community Services Department
has the right to terminate any City of Bangor Public Health and Community Services
Department employee working on behalf of The Penquis District Coordinating Council
for Public Health in any instance of illegal behavior or violation of City of Bangor Public
Health and Community Services Department employee policies and procedures.
B. The Penquis District Coordinating Council for Public Health shall approve of any
proposed changes to the workplan put forth for accomplishment of district development
goals; including but not limited to District Coordinator responsibilities.
C. The Penquis District Coordinating Council for Public Health shall approve of any
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proposed implementation changes to District Public Health Improvement Plan; including
but not limited to activities delegated to partner(s).
FINANCE
A. The Penquis District Coordinating Council for Public Health retains responsibility for
finalizing and approving any and all budgets and related amendments. However, City of
Bangor Public Health and Community Services Department may intervene if necessary to
assure that the budget is in compliance with legal and audit requirements;
B. The Penquis District Coordinating Council for Public Health shall review monthly,
quarterly and annual balance sheets and income statements;
C. The Penquis District Coordinating Council for Public Health shall approve of any
proposed fiscal changes to District Public Health Improvement Plan; including but not
limited to subcontract(s), consulting, or related resource allocation.
3. Duration
This MOU shall become effective upon signature by the authorized officials from The
Penquis District Coordinating Council for Public Health and City of Bangor Public Health and
Community Services Department. The MOU shall remain in effect until June 30, 2017 unless
amended or terminated by mutual agreement of the parties. Additionally, the MOU shall
terminate upon 30 days' written notice to the appropriate party in the event of. (i) dissolution of
the Penquis District Coordinating Council for Public Health, (ii) failure of the Department to
perform its obligations under this agreement; or (iii) failure of the Penquis District Coordinating
Council for Public Health to provide funds to [ Fiscal ] to disburse as outlined in this MOU.
4. TAXES. City of Bangor Public Health and Community Services Department
shall be responsible for payment of all taxes (if any) relating to Bangor Public Health and
Community Services Department' compensation under this Agreement, including, but not
limited to, federal and state income taxes.
5. INSURANCE COVERAGE. During the term of this MOU, City of Bangor
Public Health and Community Services Department shall maintain industry standard general
liability, automobile, Worker's Compensation, and professional insurance (E&O) for its
personnel, and for all services rendered pursuant to this MOU. A current certificate of insurance
will be provided as requested to the DCC.
6. SUPERVENING LAW. The parties recognize and acknowledge that this
Agreement will at all times be subject to applicable state, local and federal laws and regulations.
Any provisions of such laws or regulations that are inconsistent with the terms of this Agreement
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shall be deemed to have superseded such terms, provided that the parties shall use their best
efforts to accommodate the terms of this Agreement to the extent legally possible. In the event of
any substantial change in any applicable statute, regulation, or rule of any governmental
authority, including any change in the interpretation or application thereof, that materially affects
either party's duties and responsibilities under this Agreement, the party whose duties and
responsibilities are materially affected shall have the option to terminate this Agreement by
providing written notice to the other party within sixty (60) days of the date on which the affected
party learns of the change. Any assertion by a governmental agency with appropriate
enforcement jurisdiction that this Agreement is deemed to violate any applicable law or
regulation shall be deemed to materially affect the duties and responsibilities of the parties.
7. SEVERABILITY. The invalidity or unenforceability of any particular provision
of this Agreement shall not affect the enforceability of all other terms and provisions of the
Agreement.
8. NON-DISCRIMINATION. The parties agree that, during the term of this
Agreement, neither party will engage in any form of discrimination on the basis of race,
nationality, religion, sex, color, age, disability, sexual orientation, payment source, or any other
basis that is or becomes a prohibited consideration or classification.
9. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Maine.
10. AMENDMENT. This Agreement may be amended at any time by mutual
agreement of the parties, and signed by both parties.
11. REFERRALS. This Agreement is in no way contingent upon the referral of any
patients, clients, or other business to either party by the other party.
12. NON -EXCLUSIVITY. Each party acknowledges that the other party has, or may
enter into, arrangements with other parties, and nothing in this Agreement is intended to create
any exclusive affiliation of either party with the other.
13. CONFIDENTIALITY, PRIVACY, AND SECURITY.
A. Organizational Confidentiality. City of Bangor Public Health and
Community Services Department, as agent for the DCC, and the Department agree to implement
reasonable and appropriate security measures to protect all systems that transmit, store or process
confidential information or protected health information, against loss of data, unauthorized use or
disclosure, and shall take measures to adequately protect against unauthorized access and
malware in the course of this MOU.
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14. DISPUTE RESOLUTION.
A. The parties agree to make a good faith attempt to resolve informally any
controversy, dispute, or claim that may arise out of or relate to this Agreement. Failing such
informal resolution, all controversies, disputes, or claims between the parties arising out of or
relating to this Agreement shall be brought before the Penquis District Coordinating Council for
Public Health Leadership / Steering Committee for counsel and advice. The Maine CDC District
Contract Administrator will be advised of the issues in dispute and clarification of
responsibilities to the funder will be sought. Should the issue fail to reach a satisfactory
conclusion at this level, the issue shall be brought before the full voting membership of the
Penquis District Coordinating Council for Public Health (barring identified conflict of interest as
defined in DCC By-laws) at which point a binding resolve will determine subsequent action.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and contains all agreements between them with respect to the subject matter
hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate originals,
effective as of the day and year first noted above.
WITNESS:
Signature/ Bangor City Manager]
By: [Signature/ The Penquis District
Coordinating Council for Public Health Board Chair]
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