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HomeMy WebLinkAboutContracts & Agreements_19-2021MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF REDLANDS AND THE REDLANDS POLICE COMMUNITY FOUNDATION This Memorandum of Understanding ("MOU") is made this 16th day of February, 2021 ("Effective Date"), by and between the City of Redlands ("City"), a municipal corporation and general law city, and the Redlands Police Community Foundation ("RPCF"), a 501(c)(3) non- profit corporation located in Redlands, California. City and RPCF are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS WHEREAS, RPCF is a charitable 501(c)(3) non-profit organization that provides financial and other supporting programs to, and for the benefit of, City's Police Department and the residents of Redlands; and WHEREAS, RPCF seeks charitable donations to assist City's Police Department in funding certain existing and proposed community outreach programs for the benefit of the Redlands community; and WHEREAS, City's Police Department has been the recipient of various charitable contributions from members of the Redlands community which have been donated and earmarked for certain existing and proposed community outreach programs; and WHEREAS, RPCF and City, for purposes of efficiency and economies of scale, entered into an agreement dated December 4, 2018, (the "Original Agreement") whereby donated funds received by City and donated funds received by RPCF, for similar purposes, were combined, leveraged, and, in part, expended by RPCF on behalf of City, for the benefit of City's Police Department's existing and proposed community outreach programs; and WHEREAS, the City Council of City has expressly found and determined that the provision of the donated funds received by City to RPCF (the "Transferred Funds") serves a public purpose by providing supplemental services to City's Police Department through RPCF's common purpose and objective of City's Police Department by funding, maintaining, and enhancing City's Police Department's community outreach programs; and WHEREAS, the Original Agreement anticipated RPCF expending the Transferred Funds within thirty six (36) months of the Original Agreement's Effective Date; and WHEREAS, as a result of factors beyond the Parties' control, including the COVID-19 Pandemic, is had been impractical for RPCF to expend the Transferred Funds within the specified time frame, and it is now the desire of the Parties to establish a new expenditure date for the remainder of the Transferred Funds, and restate their respective obligations in this MOU; NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which hereby L:\ca\djm\Agreements\RPD Donation Funds RPCF MOUTY20-0075.doex are acknowledged, it is mutually agreed and covenanted by and between the Parties to this MOU, as follows: AGREEMENT Section 1. Recitals. The foregoing recitals are true and correct and incorporated herein by this reference. Section 2. Commitment of RPCF to Support the Redlands Police Department. A. City and RPCF share the common purpose and objective of developing and maintaining the highest quality of policing services to protect the health, safety and welfare of the residents of, and visitors to, City. During the term of this MOU, RPCF agrees to continue its commitment to the provisions of residents of City. B. RPCF shall maintain its Internal Revenue Code section 501(c)(3) status, as set forth in Exhibit "A" attached hereto, throughout the term of this MOU. Section 3. Acceptance and Acknowledgements of City. A. City accepts the commitment of RPCF set forth above. B. City hereby acknowledges that the commitment made by RPCF hereunder is in the public interest and that City's provision of funds to RPCF in accordance with this MOU serves a public purpose and provides good and valuable consideration for RPCF's entry into this MOU and the performance of RPCF's obligations hereunder. Section 4. Representations of RPCF. RPCF represents that as of the date hereof: A. RPCF constitutes a corporation, duly incorporated and validly existing in good standing under the laws of the State of California with the corporate power and authority to enter into and perform its obligations under this MOU; and B. RPCF is a tax-exempt corporation under Section 501(c)(3) of the Internal Revenue Code of the United States, as amended and under applicable laws of the State of California; and C. RPCF is an organization distinct from City, and City has no oversight of the RPCF. RPCF's obligations under this MOU are intended to supplement the funding for City's Police Department and not to replace traditional sources or levels of City funding of the Redlands Police Department. Section 5. Expenditure of Transferred Funds. RPCF shall expend Transferred Funds for the various youth programs within thirty six (36) months and the Police Crimes Reward Fund within ten (10) years from the Effective Date of this MOU for the purposes identified by City. At any time during the term of this MOU, City may direct RPCF, in writing, to either return all, or a portion of, any unexpended Transferred Funds to City, or to direct RPCF to expend all or a portion of the Transferred Funds for the purposes described in this MOU. 2 L:\ca\djm\Agreements\RPD Donation Funds RPCF MOU.FY20-0075.doex Org Key Description JL # Amount Neighborhood Watch (Bike Rodeo) 25041 $2,261.10 Street Smart 25107 $47.04 Northside Parade 25154 $1,743.74 Youth Leadership 251.56 $21,270.12 Police Crimes Reward Fund 25121 $9,185.76 Section 6. Employer taxes and liability. Officers, employees, and volunteers of RPCF shall not, for any reason and/or under no circumstances, be deemed employees of City due to their status as an officer, employee or volunteer of RPCF. RPCF shall be solely responsible for any employer taxes and liabilities related to its officers, employees, and volunteers. Section 7. Term. The term of this MOU shall commence on the date first above written and shall continue until terminated, as provided for in this MOU. Section 8. Notice. Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: City: City Clerk City of Redlands 35 Cajon Street P.O. Box 3005 (mailing) Redlands, CA 92373 (909)798-7531 jdonaldson@cityofredlands.org Redlands Police Community Foundation: Stan Weisser, Chairman Redlands Police Community Foundation P.O. Box 1025 Redlands, 92373 (909)633-2574 stanweisser@aol.com Section 9. Assignment. This MOU is personal to RPCF. RPCF shall not assign, transfer, or encumber, its interest in this MOU or any other right, privilege, or obligation hereunder, either or whole or in part, without obtaining the prior written consent of City, which City may give or withhold in its sole and absolute discretion. Any assignment or attempted assignment without City's consent shall, be null and void, and at City's discretion, may result in the immediate termination of this MOU. Section 10. Attorneys' Fees. In the event any action is commenced to enforce or interpret the terms or conditions of this MOU the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. 3 L:\ca\djm\Agreements\RPD Donation Funds RPCF MOU.FY20-0075.doex Section 11. Entire Agreement. This MOU represents the entire agreement of the Parties with respect to the matters contained herein, and supersedes any and all other agreements, either verbal or in writing, between the Parties with respect to such matters. Each Party to this MOU acknowledges and agrees that no representations, inducements, promises or agreements, verbal or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein, and that no other agreement, stipulation or promise not contained in this MOU shall be valid or binding on either Party. Section 12. Amendment; Waiver. No amendment, waiver, or termination of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Section 13. Non -Liability of City Officials and Employees. Notwithstanding anything to the contrary in this MOU, no elective or appointive official, or employee, of City shall be personally liable to RPCF for any obligation or reason under this MOU. Section 14. Governing Law. This MOU shall be governed by and construed in accordance with the laws of the State of California (excepting any conflict of laws provisions which would serve to defeat application of California substantive law). Section 15. Termination. This MOU may be terminated by either Party upon ten (10) days prior written notice to the other Party. to the event of any termination of this MOU, any Transferred Funds then in the possession of RPCF shall be repaid to City within ten (10) business days of the date of termination of this MOU stated in the aforementioned notice of termination. Notwithstanding any other provision of this MOU, this MOU shall terminate upon RPCF's expenditure of all Transferred Funds. This Section 15 shall survive any termination of this MOU. Section 16. Defense/Indemnity. RPCF shall defend, indemnify, and hold harmless City, and its elected and appointed officials, officers, employees, and agents, from and against any and all claims, losses, damages, actions, causes of action, and injuries directly or indirectly caused by, resulting from, or occurring in connection with, the negligent acts or omissions, or willful misconduct, of RPCF or its directors, officials, officers, employees and agents in performing their respective obligations underthis MOU. This Section 16 shall survive any termination of this MOU. L\ca\djm\Agreements\RPD Donation Funds RPCF MOU.FY20-0075.docx IN WITNESS WHEREOF, RPCF and City have executed this MOU as of the day and year first written above by their duly authorized representatives. CITY OF REDLANDS REDLANDS POLICE COMMUNITY /r FOUNDATIA LOU By: By: Paul T. Bdridh, Tf4ayor Stai�Weis er, Chairman ATTEST: anne Donaldson, City Clerk r L-1cakdjmlAgreements\RPD Donation Funds RPCF MOU.FY20-0075.doex EXHIBIT "A" =TMMAt, ItEVZME SRRVICK VRrMTrirM of THa Ta6R Orly P. O.. Box 29ee C71101NNAll, OH 45201 antififiatia>ra Rumhax= petal MAY 0 2018.. r2lie7galoyer DINo 17e92131321e21 neat" 00 Pat,7CR ct7MUNITY CoUtant Parson.. FOUNDATION REMY p 5[4MS9VRGKa. 1D# 11472 CIO WEAVOY VItiaC= Contact Telephone gumhara PO ROX 1e25 (8771 e;g9-55ee HFUlddw. CA. 92371 Acoonnting Period MILinga December 31 Public Charity statues 370W (0 (A) (VI) VOL" Srk6f994:..R2I99UmH Raqulredr Yea Effentive Hate of zaaamptions January 17, gall Contribution Daduotihilityr Yee Addendum Applieaa No Pear Applicants walra plaaued to tell you we detefiained you're exempt From federal incoma tax under internal Elevens Code {BRA") aaction 5A1(c) M . nonora can deduct centributions they make to you under ZAC Beetion 17e. Yoctrr9 also qunliEica to receive tax dtdnctihle hagµants, devisee, transfers or gifts under gaotion '4 ss, 2106, at 2522. This lattair could help rasolvo qutatione on your exempt status, Pleaae keep it for your records, Organizations axorpt under 110 a7action sdl(c)(a) are furthar clauaifimd as either public uharitlea or private foundations. We determined you're a publiO charity under the .11W Pactiou listed art thetop of this letter. it We Indicated at the top of thla letter that you're required to file Farr g99f#9R-B8.f99G-it, out records show yoa1va required to file an annual inlfor0lation return [Form 944 or Form sso-szj or electronic notice (Form 99e•1),. the a-pcettard). If you !dowt file a required return ox notice for Ozee consecutive years., your exempt status will ba automatically revoked. If we i:ndieated at the top of this letter that an addendum applies, the anCloaed adtladdUX is an intogralpart of this. letter, For Impoxtmt informationabout your responnihili:ties as a tart-exmpt organization, so to wrow.irs.gaavloharitiea. Enter 4221-re" is the oaarch bar to view publication! 4.221-pr, Compliance Guide for $0110)(1) pahlig Charities, Which daacriboa your renordkoeping, raparting, and disclosure requifamants, hitter 947 L:\ca\djm\Agreements\RPD Donation Funds RPCF MOU.FY20-0075.doex IM itMUMbe volaCb v"bP1PifUMM We seata bogy of Wo latter is your representative as indivated in your power oR attorney. 9inanrLly,. elOP*94K 0'a Awtwu bixector, EXampt Orgeniaationa Rulings sad Agreements 9dettor 947 7 L1ca\djm\Agrccmcnts\RPD Donation Funds RPCF MOU, FY20-0075.docx