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Partnership Parameters

External Marketing

Memorandum of Understanding

Personify Directions

Partnership Parameters

• 50 Foster teens and young adults ages 13-21 affiliated with the Child Advocates of Silicon Valley can join the Y at no cost to them.
• We anticipate this group will be <30 young people.
• The flier is below which has a back page to fill out basic membership info, liability, and a guardian’s signature for anyone under 18. The young people will have this flier with them when they come in to join.
• Staff follow these directions to sell this membership. 
• The Y will audit the registrations twice a year to report back to CASV (Child Advocates of Silicon Valley). 

External Marketing

Memorandum of Understanding

WHEREAS the Young Men’s Christian Association of SILICON VALLEY (“YMCA”) and Child Advocates of Silicon Valley (“CASV”) mutually desire to enter into this Memorandum of Understanding (“MOU”) effective on October 1, 2025 (the “Effective Date”).

SECTION 1.  THE PARTIES’ INTENT

• To establish and define the business relationship between YMCA and CASV as it relates to the YMCA membership programs (“Programs”) for CASV’s qualifying individuals (the “Qualifying Individuals”), and
• To serve as the guiding document as to the responsibilities of YMCA and CASV for memberships for the Qualifying Individuals.
• Qualifying Individuals will include participants from CASV programs, ages 0-21, who are currently in foster care and served by one of CASV’s Court Appointed Special Advocates (“CASA Volunteers”).

SECTION 2.  TERM

• This MOU will be in effect from the Effective Date until June 30, 2027, and may be extended or shortened by written agreement of the parties.
• Without cause, either party may terminate this agreement by giving 30 days prior written notice to the other of intent to terminate.

SECTION 3.  YMCA ROLE

• Activate YMCA gym memberships for up to 50 foster youth ages 13-21. Memberships are limited to one youth / young adult per membership unit. YMCA will waive all join fees and membership dues associated with facility membership.
• YMCA will provide 60% financial subsidy to youth in foster care for fee-based services including: swim lessons, afterschool programs, and camp.
• YMCA will create marketing materials for CASV employees and volunteers to disperse to eligible Qualifying Individuals. YMCA agrees that it will provide CASV the opportunity to review and suggest reasonable changes to such marketing materials, including changes required to comply with applicable law or CASV’s contractual requirements. Materials will include account activation instructions.
• YMCA will invoice CASV each month between the 5th and 10th of the month for fee-for-service programming.
• YMCA will provide bi-annual utilization reports to CASV.

SECTION 4.  CASV ROLE

• CASV will provide YMCA with a process for identifying Qualifying Individuals who are eligible for the programs. The process will enable access to YMCA and protect confidential information.
• Upon receipt of the Qualifying Individual report and corresponding invoice, CASV will review, approve, and submit reimbursement to YMCA within 25 days of receiving the report and invoice.
• CASV will have five business days following receipt of the Qualifying Individual report and corresponding invoice to alert YMCA of any issues pertaining to the report and invoice.
• CASV will provide YMCA advanced notification within 15 days of any cancellations or holds for participating Qualifying Individuals throughout the term of this agreement. All account cancellations and holds will occur at the end of the month.
• CASV will provide the Qualifying Individuals with instructions on how to activate their memberships.

SECTION 5.  INDEMNITY AND INSURANCE

• Indemnification. Each party (the "Indemnifying Party") shall indemnify, hold harmless, and defend the other party (the "Indemnified Party") from and against any and all claims, losses, liabilities, costs, and expenses including reasonable attorney's fees (referred to collectively as “losses”) arising from (a) any material breach of any provision of this MOU by the Indemnifying Party or (b) the negligence or willful misconduct in the performance of obligations hereunder by the Indemnifying Party or its directors, officers, employees, agents, volunteers, or other representative of the Indemnifying Party. This obligation shall not lie in those instances where the losses are caused solely by the gross negligence or willful misconduct of the Indemnified Party.
• Insurance. Each party shall maintain during this MOU, at its cost, General Liability insurance coverage insuring itself and the other party against liability for bodily injury, death, or property damage resulting from such party’s performance under this MOU in a minimum amount of $1,000,000, each occurrence and in the aggregate, and will provide an additional insured endorsement naming the other party, its directors, officers, agents, employees, and volunteers as an additional insured consistent with this section; and Worker’s compensation insurance as required by applicable law, and Employer’s Liability insurance with limits of not less than One Million Dollars per employee for bodily injury or disease.
• Prior to commencing Program, each party will provide the other with a certificate of insurance evidencing the required coverages and additional insured endorsements required for this MOU. Failure to obtain the required documents prior to the Program beginning shall not waive either party’s obligation to provide them.
• All insurance required hereunder shall be primary (so that any contingent liability insurance of either party will not be called upon for contribution); non-cancelable without thirty (30) days advance written notice to the other party.
• Each party agrees to notify the other party in writing immediately upon knowledge of any claim, suit, action or proceeding for which either party may be entitled to indemnity under this MOU.

SECTION 6.  NOTIFICATION

• Formal notice between the parties under this agreement shall be addressed as follows:

For YMCA:

550 S Winchester Blvd, Suite 250

San Jose, CA 95128 COO

SECTION 7.  ASSIGNMENT

For CASV:

1800 Hamilton Ave.

San Jose, CA 95125

CEO

A. CASV may not, directly or indirectly, assign its rights or delegate its duties under this MOU to anyone else without the prior written consent of YMCA, except that CASV may assign all of its rights and obligations under this MOU without YMCA’s prior written consent in connection with a merger, reorganization, or transfer of substantially all of its assets, or other operation of law.

SECTION 8.   SEVERABILITY AND WAIVER

A. If any provision of this MOU is held illegal, invalid, or unenforceable, all other provisions of this MOU will nevertheless be effective, and the illegal, invalid, or unenforceable provision will be considered modified such that it is valid to the maximum extent permitted by law. Any waiver of the provisions of this MOU must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this MOU will not be considered a waiver of any later breach or of the right to enforce any provision of this MOU.

SECTION 9.   MISCELLANEOUS

A. This MOU constitutes the entire MOU and understanding between the parties, and supersedes all offers, negotiations and other MOUs concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. Any amendments to this MOU must be in writing and executed by both parties.

SECTION 10.  COUNTER PARTS AND ELECTRONIC SIGNATURE

A. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by fax or PDF of executed counterparts constitutes

effective delivery.

B. Both YMCA and CASA wish to permit this Agreement and future documents relating to this Agreement to be digitally signed in accordance with California law. Any party to this Agreement may revoke such agreement to permit electronic signatures at any time in relation to all future documents by providing notice pursuant to this MOU.

Personify Directions

1. Anyone 17 or younger MUST have their legal guardian listed in Personify as the Bill-To. 
2. Sell a PACKAGE individual membership to the youth/young adult
3. Use the Market Code MBR-CASAFC (Membership- CASA Foster Care Youth) on the Join Fee to waive it.
4. Use the Market Code MBR-CASAFC (Membership- CASA Foster Care Youth) on the Dues line to waive it.