HomeMy WebLinkAboutContracts & Agreements_19-2009_CCv0001.pdf AGREEMENT BETWEEN
LOMA LINDA liNIVERSITY AND
THE CITY OF REDL ANDS
'THIS AGREEMENT is entered into by and between Loma Linda University, a California nonprofit
corporation(hereinafter referred to as"LLL '),and the City of Redlands(hereinafter referred to as"CITY")and shall be
t effective as of the last signature date below(``Effective Date").
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RECITALS
WHEREAS. the USA:MRAA has awarded to LLU Award Number 0314-7133-01/'W8IXWH-07-2-0105
(hereinafter referred to as the Primary Grant);and
WHEREAS, CITY represents that it is ready, willing and able to enter into this Agreement to provide further
support and services to E.LU to advance the goals of the Primary Grant; and
and WHEREAS, CITY represents that it has skilled personnel and facilities available to undertake such a program.
WHEREAS. CI'T'Y and LLU desire this Agreement and the work to be performed under it to fully comply with
all appropriate laws and regulations;
NOW,THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, LLU AND
CITY AGREE AS FOLLOWS:
AGRFEMENT
AR TICLF 1: SCOPE OF WORK.
A. CITY will assist LLU in the design, evaluation and refinement of a portable wireless network for the
performance of telemedicine between the point of iniury and the emergency department and ether LLU telemedicine
sites.
B. As part of its performance hereunder, CITY will provide integration with its existing Information Services and
Telecommunications infrastructure, where possible, to implement the system.
C. CITY will assist LLU in identifying potential locations for the placement of fixed equipment, if needed. to
establish the portable network and will provide access to these sites.
D. Additional hardware not currently a part of CITY's current communications infrastructure that will be required
to complete this scope of work will be provided by LLU. This hardware will be housed by CITY in an area maintained
by CITY" and will be accessible to LLU at all times. Specific equipment maintenance will be performed by LLU
personnel.
E. CITY will provide access to LLU personnel to all fixed sites, if any, where network devices installed by LLU
will be situated and to all storage sites where network devices will be located for the purposes of installation, repair,
maintenance, monitoring andtor removal. LE.0 will have access as fellows: Sam to 5pm, Monday through Friday;
weekends or after hours with prior notice; 24 hours'day during a declared disaster or emergency event. CITY will
provide a Point of contact (including name, title, and both routine and emergency contact information) who will be
available to open doors and cabinets as necessary to provide LLU with access to its equipment. Specific equipment to
be installed and the power requirements with respect thereto shall be provided by I.,LU to CITY.
ARTICLE 27 EQUIPMENT"
A. LT_U will supply the hardware described above("Equipment")to be used in connection with this project.
B. For the duration of this Agreement, title to the Equipment shall remain with LLU.
C. For the duration of this Agreement, the Equipment shall be used by CITY only for its performance hereunder
and for no ether purpose. CITY shall be responsible for the control of. access to, and utilization of the
D� CITY shall not alter or modify the Equipment without the prior written approval of FLU.
E. CITY shall be responsible for any loss of or damage to the Equipment resulting from the
negligence or willful misconduct of CITY, its employees or agents, and agrees to promptly, upon written demand,
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reimburse LLU for the replacement or repair of the Equipment lost or damaged. CITY shall use the Equipment
supplied hereunder at its own risk. I-LU shall have no responsibility whatsoever for the Equipment, any malfunction
thereof or any loss or damage caused by it or resulting from its use by CITY.
F (i) After the termination of this Agreement, ownership of the Equipment provided hereunder and
installed at real property sites shall be transferred by LLU to CITY; provided, however, that CITY
shall continue to provide access to such equipment to FLU personnel upon LLU's request to facilitate
further study,refinement and collaborative efforts,
(ii) Ownership of portable Equipment situated upon sites maintained by CITY shall be retained by LLU.
LLU will provide priority access to CITY over other entities (except LLU) to such Equipment during
disaster or emergency events,mass gatherings., training exercises and other incidents as necessary.
(iii) It is understood and agreed that each party hereto shall be responsible for any loss of or damage to the
other party's Equipment resulting from the negligence or willful misconduct of the responsible party,
its employees or agents,during such use.
(iv) CITY and LLU each agrees to indemnify, defend and hold the other harmless from and against any
and all claims of injury, loss. damage, cost or expense resulting from the indemnifying party's use of
the Equipment.
(v) The provisions of this subparagraph F shall survive the termination of this Agreement.
w�RTICLE 3: PERIOD OF PERFORM<yNCE
The Period of Performance of this Agreement shall begin on February 17. 2009,and shall not extend beyond December
31,2009,unless agreed to in writing by the parties hereto. Any extension of this Agreement is subject to receipt by LLU
of specific funding and time extension under the Primary Grant for continuation of CITY's portion of the work.
ARTICLE 4, SCIENTIFIC CONTROL
The Principal Investigator. Elizabeth Lea Lynch., M.D., (hereinafter referred to as the Principal Investigator) shall
coordinate the efforts of FLU and CITY.
ARTICLE 5: ADMINISTRATION
The designated administrative contact for LLU shall be: Arlin'rueller, Office of Sponsored Project Management., 24880
Prospect Street, Lorna Linda CA 92350;909-558-4589; atuellerjJlu.edu
The designated administrative contact for CITY shall be: Scott MacDonald, City of Redlands Fire Department, 1716
Garden Street, Redlands CA 92373;73;909-798-7600; smacdonald(q)confire.org
ARTICLE 6: COMPENSATION
It is understood and agreed that the transfer of ownership of the installed Equipment described above upon the
completion of the project described herein is the only compensation to be given CITY by FLU for services rendered
hereunder,
ARTICLE 7: CONTINGENT UPON GRANT
A. This Agreement and the funding thereof is expressly contingent upon the Primary Grant, If funding under the
Primary Grant is ever discontinued or changed, or if the terms and conditions of the Primary Grant are ever
altered. this Agreement shall be terminated or amended as may be required thereby.
B. CITY acknowledges that this Agreement is subject to the terms and conditions of the Primary Grant and that
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CITY will comply with any such terms and conditions applicable to it as a CITY including,without limitation,
anv certifications and assurances required to be made of CITY of award recipients and will comply with
federal regulations and project specific terms and conditions.
C. In the event the USAMRAA disallows any cost or expenditure of CITY hereunder after payment therefore by
LLU, CITY shall promptly upon receipt of written notice from LLU refund the amount of such payment to
LLU.
ARTICLE 8: ACCOUNTS,AUDITS AND.RECORDS
A. The CITY shall maintain books, records, documents and other evidence, accounting procedures, and practices
sufficient to reflect properly all direct and indirect costs of whatever nature have been incurred for the
performance of this Agreement. The foregoing constitutes"records" for the purposes of this clause,
B. The CITY facilities(or such part thereof as may be engaged in the performance of this Agreement)and records
shall be subject at all reasonable times to inspection and audit by LLU's authorized representative(s) and the
cognizant federal audit agency.
C. The CITY shall preserve and make available records until the expiration of three years after the end of the
Project period covered or until audit is completed and all resulting questions are resolved. whichever occurs
first,
D. The CITY shall furnish LLU copies of A-133 audited financial reports for the Period of Performance listed in
Article 2.
ARTICLE 9* CONFLICT OF INTEREST
CITY shall require the disclosure of, and address, any perceived or actual financial conflict of interest related to the
Scope of Work under this Agreement. Policies and procedures for investigator financial disclosure and conflict of
interest management shall comply with NSF Grant Policy manual Section 510 or 45 CFR Part 94. Ifafinancial conflict
of interest is identified.CITY shall notify LLU. within 60 days of the execution of the Agreement that.
A. CITY has unposed conditions or restrictions on the research for the satisfactory management, reduction, or
elimination of conflict of interest,or
B. CITY has identified a conflict of interest that cannot be managed satisfactorily by the designated CITY's
authorities. In this case., the matter will be referred to L.I_U for joint [A.U-CITY managenie�n1-t. 1-U shall
subsequently (i) certify that the conflict is satisfactorily managed, or (ii) endorse the continuation of the
Agreement with unresolved conflict, and notify the sponsor if required to do so by regulation, or (iii)
recommend discontinuation of this Agreement.
ARTICLE 10: REPORTS
CITY will furnish reports as required by the Principal Investigator,
ARTICLE 11, PATENTS AND INVENTIONS
A. Subject to any conflicting provisions of the Primary Grant which shall be controlling, the disposition of any
patents and inventions arising under this Agreement will be subject to the provisions of P.1
98-620 and 37
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CFR Part 401.
B. All intellectual property, including without limitation. trade secrets, know how, patents, any original works of
authorship,improvements,developments,or inventions, whether patentable or not,developed as a result of this
Agreement or during CITY's performance of the work described in the attached Exhibit A, will be owned
solely and exclusively by LLU.
C. Copyright in works, including but not limited to reports,correspondence,presentations and computer software,
created or fixed in a tangible medium of expression by CITY under this Agreement will vest in LLU. At
CITY's request and to the extent that LLU has the legal right to do so, LLU will grant to CITY a
nontransferable, nonexclusive license to such works on reasonable terms and conditions, including reasonable
royalties,as the parties may mutually agree.
ARTICLE 121,PUBLICATIONS
All research reports and other publications relating to the work under this Agreement shall:
A. Bear proper acknowledgment of the support provided by the Primary Grant.
B. Be submitted to the Principal Investigator in the form of advance copies for review and comment prior to
publication to ensure appropriate coordination of the research results.
C. Be furnished in a list of publications resulting from the research as part of the annual progress report submitted
to the Principal Investigator.
D. Have mutually arranged specific understanding between investigators regarding professional credits of
authorship.
ARTICLE 13• SUBCONTRACTS
It is understood that CITY shall not subcontract any of the research effort required under Article I without prior
approval of LLU.
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Neither party will use the name of the other in any form of publicity except on the specific written authorization of the
other party.
ARTICLE 1 : I s'DEPENDEN7 CONTRACTOR RELATIONSHIP
The relationship of CITY to LLU is and shall be that of an independent contractor in all respects under this Agreement,
and nothing herein shall be construed as creating any other relationship.
ARTICLE 16: INSURANCE
CITY, at its sole cost and expense., shall insure its activities in connection with this Agreement and obtain, keep in force
and maintain policies of insurance,or an equivalent program of self-insurance,as follows:
A. Commercial Form General Liability Insurance(contractual liability included) with limits as follows:
(i) Each Occurrence$1,000,000
(ii) Products/Completed Operations Aggregate$1,000,000
(iii) Personal and Advertising Injun,$1,000.1000
(iv)General Aggregate(Not applicable to the Comprehensive Form)$3,000,000
If the above insurance is written on a claims-made form, it shall continue for three years followina termination of this
Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this
Agreement.
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B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a
combined single limit no less than one million(51,000.000)per occurrence if using automobiles in conducting
research under this Agreement.
C. Workers' Compensation as required under California State law.
D. Commercial Blanket Bond with a limit no less than the amount of grant funds provided by this Agreement in
CITY's possession at any one time covering all employees of CITY, including coverage to protect money and
securities as found in a Comprehensive Crime Policy.
E. Such other insurance in such amounts which from time to time may be reasonably required by the mutual
consent of LLU and the CITY against other insurable risks relating to performance.
F. The coverages required under this Article shall not in any way limit the liability of the CITY.
G. A thirty (30)-day advance written notice (1.0 days for non-payment of premium) to LLU of any modification.
change, or cancellation of any of the above insurance coverages is required. Upon the Effective Date of this
.Agreement, CITY shall furnish LLU with Certificates of Insurance evidencing compliance with ail
requirements.
ARTICLE 17. INDEMNIFICATION,
CITY shall defend,indenmify,and hold LLU,its officers._ employees,and agents harmless from and against any and all
liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages resulting from the
performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees,
or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of CITY, its
officers, agents, or employees. Likewise. LLU shall defend, indemnify and hold CITY, its officers, employees, and
agents harmless from and against any and all liability. loss,expense(including reasonable attorney's fees),or claims for
injury or damages resulting from the performance of this Agreement but only in proportion to and to the extent such
liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or
intentional acts or omissions of LLU, its officers,agents,or employees.
ARTICLE 18: CHANGES
LLU may at any time, through a written amendment to this Agreement, make changes within the Scope of Work or
Period of Performance of this Agreement. CITY and LLU shall negotiate in good faith equitable adjustments, if
appropriate, in the terms of this.Agreement to coyer any such change.
.ARTICLE 19: TERMINATION
Either party may, by written notice to the other party, terminate this Agreement in whole or in part at any time, either
for its convenience or because of the other party's failure to fulfill its contract obligations or to cure or correct its
contract obligations within a period as the parties may mutually agree. Upon receipt/delivery of such notice,CITY shall:
(A) immediately discontinue all service affected (unless the notice directs otherwise), and (B) deliver to LLU all data,
reports, summaries, and such other information and material as may have been prepared for and/or accumulated by
CITY in performing this Agreement, whether completed or in process. Upon termination, CITY shall be obligated to
take all reasonable steps to curtail expenses incurred in support of this project, and LLU shall be obligated to reimburse
CITY for uncancellable expenses incurred in support of this project. Nothing in this article is intended to abrogate the
Parties' right to mutually terminate this Agreement on such terns as may be agreed upon.
ARTICLE 20. FORCE MAJFURE
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This Agreement is subject to force majeure and is contingent upon strike, accidents, acts of God, weather conditions,
inability to secure labor or restrictions imposed by a government or governmental agency, or other delays beyond the
control of the parties. If performance is prevented by any cause of force majeure, this Agreement shall be then void
without penalty to either party for any such performance not delivered.
ARTICLE 21: ENTIRE AGREEMENT
This Agreement states the entire agreement between the parties with respect to its subject matter and merges
herewith all statements, representations, and covenants heretofore made, and any other agreements not incorporated
herein are void and of no effect. No representations or promises not expressly stated herein have been used to
induce any party to enter into this Agreement.
ARTICLE 22: GOVERNING LAW
This Agreement, and all matters or issues collateral to it, shall be governed by and construed in accordance with the
laws of the State of California and the United States of America. Any dispute shall be adjudicated and enforced in
the above referenced Court.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives.
LOMA LINDA UNIVERSITY
BY:
Verlon W.Strauss
Senior Vice President for Financial Affairs
DATE: lI
COL NITERSIGNED:
Eizath
Lea Lynch,M.D.
CITY OF REDLANDS
BY: �
NAM: . JON HARRISON
TITLE: 1KAYOR
ATTEST, .. .DATE: FEBRUARY 17, 2009
i 1�d EST,
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C'tT CLERI
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