HomeMy WebLinkAboutContracts & Agreements_5-2019MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is made and entered into on the 15th day of
January, 2019, between the University of Redlands, 1200 East Colton Avenue, Redlands, CA
92374, hereinafter referred to as "University," and City of Redlands, whose address is 35 Cajon
Street, Redlands, California 92373, hereinafter referred to as "City " University and City are
sometimes individually referred to herein as a "Party" and, together, as the "Parties " In
consideration of their mutual covenants contained herein, the Parties agree as follows
A TERM OF MOU
City's privilege to access, install, and maintain proposed antenna (hereinafter referred to as
"Asset") on University buildings, as specified in this MOU, shall commence on the date of
this MOU, January 15, 2019, and shall perpetuate, without renewal processes, until either
Party wishes to terminate this MOU
B UNIVERSITY OBLIGATIONS
For the period of this MOU, University shall provide the following at the University of
Redlands (1200 East Colton Avenue Redlands, CA 92374) Duke Hall roof top (the
"Premises")
a Physical space for installation and maintenance of City's Asset, and
b Electricity for operation of City's Asset
2 City shall bear all costs related to the configuration, installation, de -installation, and/or
extension of utility conduits required to operate City's Asset Such work shall be
performed by a contractor approved by the University and shall name the University as
Additionally Insured' on the contractor's liability insurance certificate
4 City shall bear all costs incident to the installation and de -installation of City's Asset
and shall guarantee that any work performed for the installation and de -installation of
the antenna, as well as configuration, installation, de -installation, and/or extension of
conduits or any other infrastructure, shall be in strict conformance to University issued
standards which are to be obtained and implemented on design drawings and
schematics for construction
5 Any costs resulting from damage to the University's facilities incident to the installation
and de -installation and/or existence of the Asset on the Premises shall be borne by
City Damage may include but is not limited to Roof leaks, damage to structural and
nonstructural framing members, electricity interruption, or any other physical feature
which the installation of the Asset or the existence of the Asset causes undesired
alteration
C INSURANCE
Throughout the duration of this MOU, City certifies that it is self insured and shall maintain
an excess coverage policy that provides coverage against claims for injuries to persons or
damages to property which may arise from or in connection with the installation,
maintenance, or operation of the Asset by City, its agents, representatives, and
employees Such insurance shall provide coverage as follows
City of Redlands & University of Redlands
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General Liability $1,000,000 per occurrence for bodily injury, death, personal injury
and property damage
2 Automobile Liability $1,000,000 per accident for bodily injury and property damage
3 Workers' Compensation Insurance. as required by the State of California and
Employer's Liability Insurance
It shall be expressly understood, however, that the coverages required herein shall not in
any way limit the liability of City, its officers, agents, or employees
A Certificate of Insurance and an Additional Insured Endorsement naming the University as
an Additional Insured shall be delivered to the University prior to the commencement of
Asset work, and thereafter immediately upon each policy renewal during the term of this
MOU The commercial general liability and automobile liability policies are to be endorsed
to contain the following provisions
The University, its officers, officials, employees and volunteers are to be covered as
insured as respects liability arising out of the work or operations performed by or on
behalf of City, or automobiles owned, leased, hired or borrowed by City
2 For any claims related to this MOU, City's insurance coverage shall be primary
insurance as respects the University, its officers, officials, employees and volunteers
Any insurance or self-insurance maintained by City, its officers, officials, employees or
volunteers shall be excess of City'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 City, except after thirty (30) days' prior written notice by
certified mail, return receipt requested, has been given to the University
4 Coverage shall not extend to any indemnity coverage for the active negligence of the
additional insured in any case where an agreement to indemnify the additional insured
would be invalid under Subdivision (b) of Section 2782 of the Civil Code
D INDEMNIFICATION
BY CITY City agrees to indemnify, defend, and save harmless the University, its
officers, agents, employees, and volunteers from any and all claims and losses
accruing or resulting to any and all persons, firms;, or, corporations .furnishing or
supplying work, services, materials, or supplies in connection, witli City's performance of
its obligations with respect to this MOU, and from any and all claims and losses
resulting to any person, firm, or corporation who may be injured or damaged by the
negligent acts or omissions of City in connection with City's performance of its
obligations with respect to this MOU
2 BY UNIVERSITY University agrees to indemnify, defend, and save harmless City, and
its elected officials, officers, agents, employees, and volunteers, from any and all claims
and losses accruing or resulting to any and all persons, firms, or corporations who may
be injured or damaged in connection with the negligent acts or omissions, or the willful
misconduct, of the University, and its officers, employees, agents, and volunteers,
performance of its obligations with respect to its ownership occupancy maintenance
or repair of the Premises
City of Redlands & University of Redlands
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E GENERAL TERMS AND CONDITIONS
NON-DISCRIMINATION. No discrimination shall be made in the employment of
persons under this MOU because of the race, religion, sex, age, national origin,
ancestry, political affiliations, disability, medical condition, marital status, or sexual
orientation
2 CONFLICT OF INTEREST. Before executing this MOU, City shall disclose to the
University the identities of any board member, officer, or employee of the University, or
relatives thereof, who City knows of should know will have any financial interest
resulting from this MOU
3 LICENSE AND AUTHORITY City will maintain all necessary licenses during the term
of this MOU City is duly authorized to enter into this MOU by its City Council
Evidence or copies of all necessary licenses shall accompany this MOU
4 EQUIPMENT AND FACILITIES City will furnish all necessary equipment and facilities
to perform the work for the Asset authorized by this MOU, unless otherwise agreed to
by the Parties
5 USE OF ADDITIONAL WORKERS BY CITY City may, at City's own expense, employ
workers or other contractors as necessary for the maintenance and/or operation of the
proposed antenna The University shall not control, direct, or supervise City's workers
or contractors in the maintenance or operation of the Asset City assumes full and
sole responsibility for the payment of all compensation and expenses of these
additional workers or contractors and for all state and federal income tax,
unemployment insurance, social security, disability insurance, worker's compensation
and other applicable withholdings City shall not hire employees of the University for
any maintenance or operation of the Asset
6 ASSIGNMENT Without the written consent of the University, this MOU is not
assignable by the City
7 SUCCESSORS AND ASSIGNS This MOU shall be binding on the successors and
assigns of the respective Parties
8 FINGERPRINTING AND CRIMINAL RECORDS CHECK City and City's contractors
shall comply with the provisions of Education Code Section 45125 1 regarding the
submission of employee fingerprints with the California Department of Justice and the
completion of criminal background investigations of its employees prior to entry of any
University facilities for the purpose of installing, maintaining, operating, or configuring
the Asset City shall not permit any employees to have any contact with University
pupils until such time as City has verified in writing to the governing board of the
University of Redlands that such employee or contractor has not been convicted of a
felony as defined in Education code 45125 1 City's responsibility shall extend to all
employees, subcontractors and employees of subcontractors regardless of whether
such individuals are paid or unpaid, concurrently employed by the University and/or
acting as independent contractors of City Verification of compliance with this section
shall be provided in writing to the University prior to the commencement of any work
authorized hereunder for the Asset and prior to any contact with students
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9 GOVERNING LAW The validity of this MOU and all of its terms or provisions as well as
the rights and duties of the Parties hereunder shall be governed by the laws of the state
of California
10 CHANGES OR ALTERATIONS. No changes, alterations, or variations of any kind to
this MOU are authorized without the mutual written consent of both Parties
11 HEADINGS All section headings contained herein are for clarification and convenience
of reference only and are not intended to limit the scope of any provision of the MOU
12 TERMINATION. Each Party may terminate this MOU for any reason upon written notice
to the other Party University shall provide a minimum of six (6) months of notice, in
writing, to City prior to termination of this MOU City shall provide a minimum of thirty
(30) days notice, in writing, to University prior to termination of this MOU
13 SEVERABILITY In the event any portion of this MOU shall be held by a Court to be
invalid, such holding shall not invalidate the remainder of this MOU
14 AMBIGUITY. The language herein shall be construed as jointly proposed and jointly
accepted, and in the event of any subsequent determination of ambiguity, the Parties
shall be treated as equally responsible for such ambiguity
15 EXPENSES City shall be responsible for all costs and expenses incident to the
operation of the Asset, except as provided by this MOU including but not limited to all
costs of equipment provided by City, all fees, fines, licenses, bonds or taxes required of
or imposed against City, all installation and de -installation costs, and all other of City s
costs of doing business
F UNDERSTANDING AND ACCEPTANCE OF THE PARTIES
This MOU constitutes the entire understanding of the Parties The signatures below
signify both an understanding and acceptance of this MOU's provisions by each of the
Parties
University
UNIVERSITY OF REDLANDS
City
CITY OF REDLANDS
Name Cory Nomura
Title Sr Vice President
Date
Attest
J e Donaldson, City Clerk
CiTy of Redlands
Name Paul W Foster
Title Mayor, City Of Redlands
City of Redlands & University of Redlands
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