memorandum of understanding between clark county …

Joyce Haldeman of 9 June 25, 2009

MEMORANDUM OF UNDERSTANDING BETWEEN CLARK COUNTY SCHOOL DISTRICT, COMMUNITIES IN SCHOOLS OF NEVADA,

AND NAIOP SOUTHERN NEVADA CHAPTER FOR THE CONSTRUCTION AND OPERATION OF THE NAIOP CASEY JONES HEALTH CENTER

Communities In Schools of Nevada (CIS) is a non-profit corporation licensed to conduct business in Nevada. CIS provides health care and other related services and referrals to students at several schools throughout CCSD. NAIOP Southern Nevada Chapter (NAIOP) is a non-profit corporation licensed to conduct business in Nevada. This MOU sets forth the conditions whereby CCSD, CIS, and NAIOP will cooperate and oversee the design, development, operation, and maintenance of the NAIOP Casey Jones Health Center (NCJHC) which will be constructed at Elaine Wynn Elementary School, 5655 Edna Avenue, Las Vegas, NV 89146. Under this agreement, NAIOP will secure funding for all construction and other related services associated with the development of the NCJHC and will contract for the construction of the NCJHC. The NCJHC will become the sole property of CCSD upon completion. Under this agreement, CIS will operate the NCJHC, providing pediatric health services and other nonmedical care services as needed to children up to the age of 18 and their families. CIS will be responsible for assuring that providers of services in the NCJHC are properly licensed and insured. Under this agreement, CCSD will conduct inspections and issue a certificate of occupancy, and will fund costs of utility maintenance, utility usage, and reasonable custodial and security services. One or all parties may terminate this agreement by giving notice at least 90 days prior to the effective date of termination. District Legal Counsel has approved this agreement as to form. Discussion and possible action on approval to enter into a Memorandum of Understanding between the Clark County School District, Communities In Schools of Nevada, and NAIOP Southern Nevada Chapter for the construction and operation of the NAIOP Casey Jones Health Center on the Elaine Wynn Elementary School site, to provide pediatric health services and other nonmedical services for students and their families in the geographic area of the school, and for the president and clerk of the Board of School Trustees and the Superintendent of Schools to sign the necessary document, is recommended.

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MEMORANDUM OF UNDERSTANDING Between

Clark County School District, Communities in Schools of Nevada, and

NAIOP Southern Nevada Chapter for the

Construction and Operation of the NAIOP Casey Jones Health Center This Memorandum of Understanding (hereinafter referenced as “MOU”) is made and entered into this __________ day of __________________ 2009, by and between the Clark County School District, a political subdivision of the State of Nevada (hereinafter referenced as “DISTRICT”), Communities in Schools of Nevada, a non-profit corporation licensed to conduct business in Nevada (hereinafter referenced as “CIS”) and The NAIOP Southern Nevada Chapter, a non-profit corporation licensed to conduct business in Nevada (hereinafter referenced as NAIOP), collectively referred to as the “Parties”.

PURPOSE The DISTRICT owns real property located at 5655 Edna Avenue, Las Vegas, NV 89146 aka Elaine Wynn Elementary School (hereinafter referenced as “SCHOOL”) see Exhibit “A” attached hereto and made a part thereof. To promote the objectives of this MOU, the Parties desire that CIS provide pediatric health care and other related services and referrals to students up to the age of eighteen 18 and their families in and around the geographic area of the SCHOOL. The facility is to be called the NAIOP Casey Jones Health Center (hereinafter referenced as “NCJHC”). CIS will provide services including but not limited to acute care, health education and prevention, health maintenance, dental services, and mental health services with parental consent and other non-medical care services as provided or needed. The Parties agree that neither sex education nor family planning services will be provided. This MOU sets forth the conditions whereby the Parties will cooperate and oversee the design, development, operation and maintenance of NCJHC.

DEVELOPMENT NAIOP will at its sole expense, secure funding for all construction and other related services associated with the development of NCJHC and will contract for the construction of NCJHC pursuant to the design accepted by the Parties. It is understood that NCJHC will become the sole property of the DISTRICT upon completion and receipt of a certificate of occupancy as provided by NAIOP.

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Construction and Operation of the NAIOP Casey Jones Health Center The DISTRICT acknowledges and NAIOP agrees to assume the responsibilities as listed below with respect to the development of NCJHC. The DISTRICT shall permit CIS, NAIOP and its agents to enter upon the SCHOOL for the purposes of constructing NCJHC. NAIOP Responsibilities:

o Pay all expenses associated with all underground dry and wet utility installations (sewer, water, electricity, telephone, data, fire alarm, clock/intercom, intrusion detection, CCTV equipment, conduit/cable); utility connections; design; construction; printing, and administrative and related services associated with the construction process.

o Coordinate construction and construction related activities with the DISTRICT Project Manager and Facility Services Representative assigned to the SCHOOL.

o Upon construction completion and issuance of a certificate of occupancy by the DISTRICT, transfer title and ownership of NCJHC to the DISTRICT at no cost to the DISTRICT.

DISTRICT Responsibilities:

o Provide underground dry and wet utility points of connection to NCJHC with the exception of sewer. Provide plan review of NCJHC design.

o Conduct inspections as required. o Issue a certificate of occupancy when construction commitments are approved

and signed off. Parking Provisions: Some of the customers walk to NCJHC; however on-street parking along Coley Avenue is currently available. If, for any reason and at any time, on-street parking becomes an issue or the County of Clark enforces off-street parking restrictions, CIS will be required to design and construct a parking lot on the SCHOOL campus at a location as determined by the Parties. CIS will assume all expenses, repairs, maintenance, and liability associated with the design, development and construction of the future onsite parking lot.

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Construction and Operation of the NAIOP Casey Jones Health Center

OPERATIONS CIS Responsibilities:

o Clinic operating hours will be from 9:00 a.m. to 3:00 p.m. Monday through Friday. Occasionally, NCJHC may be open and operate after hours and/or on weekends.

o Provide pediatric health services and other non medical care services as needed to children up to the age of eighteen (18) and their families.

o Designate volunteer professionals to provide services to clients of the facility. o Ensure that designated professionals meet appropriate health care protocols. o Ensure that designated professionals have appropriate licensure in Nevada. o Ensure that professionals obtain and maintain professional liability insurance.

This insurance shall be for $1,000,000.00 per incident/$3,000,000.00 aggregate. The DISTRICT requires professionals to provide proof of their insurance to the DISTRICT prior to the professionals’ participation in service provision.

o CIS shall maintain in full force and effect, a policy of comprehensive general liability insurance. The policy shall be a broad form comprehensive general liability policy including but not limited to contractual indemnity coverage in combined single limit amount of not less than $1,000,000.00 for each occurrence for personal injury and property damage. The aforesaid policy shall be in a form and content issued by a carrier with a current A.M. Best Company with or in excess of the coverage which customer may carry.

o Provide appropriate Workers Compensation Industrial Indemnity coverage for non-DISTRICT employees.

o Instruct service providers of the confidentiality of all communications with clients and between the client, their physicians, and facility staff, prior to the commencement of the service provision pursuant to this MOU.

DISTRICT Responsibilities:

o Fund associated costs of all dry and wet utility maintenance and usage (electricity, sewage, water, telephone, data, fire alarm, clock/intercom, intrusion detection, CCTV equipment, and cable).

o Fund associated costs of reasonable custodial and security services. Annual costs associated with custodial services, utility maintenance, and

utility usage charges are estimated to be approximately ten thousand dollars ($10,000.00).

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Construction and Operation of the NAIOP Casey Jones Health Center Exception: The DISTRICT reserves the right to transfer the

responsibilities of all or part of the custodial services, utility maintenance and monthly utility usage charges back to CIS provided CIS has been notified in writing, return receipt requested, thirty (30) business days in advance of the transfer.

CONDITIONS This MOU has no termination date. If one or all of the Parties wish to terminate this MOU, without cause or penalty, the terminating Party must provided to all Parties at least ninety (90) business days prior to the effective date of termination, a request for termination. Notice must be in writing and sent certified mail, return receipt requested to the non-terminating Parties. Should a disagreement arise between the Parties, resolution shall be as follows;

o A meeting will be convened between the DISTRICT Chief Legal Counsel, the DISTRICT Southwest Region Superintendent, the Associate Superintendent of the Facilities Division, a DISTRICT Administrator assigned to the Elaine Wynn ES, Director of Real Property Management, the Chairperson of the CIS Board of Directors, and a representative from NAIOP to review and resolve the issue. Specific actions, timelines, and outcomes will be jointly agreed upon by all Parties, and documented by the DISTRICT.

It is not the intent of the Parties to violate any laws of the State of Nevada or of the United States. All Parties agree that in the event of any provision of the MOU is held by legal opinion of the Nevada Attorney General’s office or, if necessary, by a court of competent jurisdiction, to be in contravention of any such laws, all Parties will enter into immediate negotiations thereon. The remainder of the MOU shall remain in full force and effect.

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Construction and Operation of the NAIOP Casey Jones Health Center Indemnity Clause: To the extent authorized by NRS 41 or other applicable law, the DISTRICT hereby agrees to indemnify, save and hold CIS and/or NAIOP, its representatives, officers, agents, and employees harmless from any and all claims, liabilities, injuries, costs, loses, damages, lawsuits, judgments and/or attorney fees, arising directly from the negligence of the DISTRICT, its officers or employees, which may occur during or which may rise out of the performance of this MOU. To the extent authorized by NRS 41 or other applicable law, CIS and/or NAIOP hereby agrees to indemnify, save and hold the DISTRICT, its representatives, officers, agents, and employees harmless from any and all claims, liabilities, injuries, costs, loses, damages, demands, actions, lawsuits, judgments and/or attorney fees, incurred as a result of personal injury, property damage, civil penalties of fines proximately caused in whole or in part by the acts or omissions, negligence or failure of CIS and/or NAIOP, its officers, employees or agents, and its authorized subcontractors in conducting its activities may occur during or may rise out of the performance of this agreement. Notices: All legal notices required pursuant to this MOU shall be in writing. Any notice required to be given under the terms of this MOU shall be deemed to have been given when (i) received by one of the Parties to whom it is directed by hand delivery or personal service, (ii) sent by U. S. mail via certified mail-return receipt requested at the following addresses: Clark County School District School-Community Partnership Program 5450 W. Sahara Avenue, Suite #250 Las Vegas, NV 89146 Attn: Bridget Phillips, Director (702) 799-6560 With a Copy To: Clark County School District Facilities Division Administrative Management 4828 South Pearl Street Las Vegas, NV 89121 Attn: Dave Broxterman, Director (702) 799-8714

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Construction and Operation of the NAIOP Casey Jones Health Center With a Copy To: Clark County School District Real Property Management 4212 Eucalyptus Annex Las Vegas, NV 89121 Attn: Linda K. Perri (702) 799-5214 With a Copy To: Clark County School District Elaine Wynn Elementary School 5655 Edna Avenue Las Vegas, NV 89146 Attn: School Principal (702) 799-8160 Communities in Schools of Nevada 3720 Howard Hughes Parkway, Suite # Las Vegas, NV 89169 Attn: Louise Helton, State Director (702) 770-7612 NAIOP Southern Nevada Chapter P.O. Box 96694 Las Vegas, 89193-6693 Attn: Katrina Bruce, Chapter Executive (702) 798-7194 Entire MOU: This MOU sets forth the entire understanding and agreement between the Parties hereto and supersedes all previous communications, negotiations and agreements, whether oral or written, with respect to the subject matter hereof. No additions to or modifications of this MOU shall be binding on any party unless reduced to writing and duly executed by or on behalf of all Parties hereto. This MOU is made for the benefit of the Parties to this MOU, and not for any outside party.

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IN WITNESS WHEREOF, the Parties hereto have caused this MOU to be executed by their duly authorized representatives this _____ day of ________________, 2009. Approved by: Clark County School District ___________________________________________ Dr. Walt Rulffes, Schools Superintendent Date Approved by: Clark County School District Board of School Trustees ____________________________________ Terri Janison, President Date Approved by: Clark County School District Board of School Trustees _____________________________________ Sheila Moulton, Clerk Date Approved as to Form: Clark County School District _____________________________________ C.W. Hoffman, Jr., General Counsel Date Approved by: Communities in Schools of Nevada _____________________________________ Louise Helton, State Director Date Approved by: NAIOP ______________________________________________________ Lee Phelps NAIOP Southern Nevada Chapter President Date

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Exhibit A: Location Drawing

MEMORANDUM OF UNDERSTANDING BETWEEN THE CLARK COUNTY SCHOOL DISTRICT, COMMUNITIES IN SCHOOLS OF NEVADA, AND NAIOP SOUTHERN NEVADA CHAPTER FOR CONSTRUCTION

AND OPERATION OF THE NAIOP CASEY JONES HEALTH CENTER

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memorandum of understanding between clark county …

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