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HomeMy WebLinkAboutContracts & Agreements_225-2018MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF REDLANDS AND THE REDLANDS POLICE COMMUNITY FOUNDATION THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made this 4th day of December, 2018 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 proposes to provide financial and other supporting programs to and for the benefit of City's Police Department and the residents of Redlands, and WHEREAS, RPCF has offered to seek 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, desire to enter into an agreement whereby donated funds received by City and donated funds received by RPCF, for similar purposes, shall be combined, leveraged, and expended by RPCF on behalf of City, and 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 serves a pubhc 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, 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 are acknowledged, it is mutually agreed and covenanted by and between the Parties to this MOU, as follows 1 L 1ca\djm\Agreements\RPD Donation Funds Moll docx AGREEMENT 1 Recitals The foregoing recitals are true and correct and incorporated herein by this reference 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 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 RPCFs entry into this MOU and the performance of RPCF's obligations hereunder 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 5 City Transfer of Funds Within ten (10) business days of the Effective Date of this MOU, City will transfer the following funds to RPCF (the "Transferred Funds")which shall be expended by RPF in accordance with the provisions of this MOU 2 L 1caldimlAgreements\RPD Donation Funds MOU docx Org Key Description JL # Amount RPD Employee Recognition 25021 $35143 Citizen Volunteer Patrol 25022 $21,079 88 Explorer Donations 25024 $1,857 88 Victims/Crisis Support 25025 $663 30 Redlands Against Drugs 25027 $3,920 24 Neighborhood Watch (Bike Rodeo) 25041 $5,313 40 RESA Academy 25043 $3,020 87 Parent Project 25079 $1,453 46 Juvenile Care Room 25080 $389 55 Cinco de Mayo 25085 $575 00 Street Smart 25107 $13,002 63 Police Reserves 25111 $435 90 Back 2 School Jam 25116 $37 65 Police Crimes Reward Fund 25121 $9,185 76 Canines 25122 $29,389 26 Shop with a Cop 25138 $3,763 43 Northside Parade 25154 $112 01 Youth Leadership 25156 $28,033 14 6 RPCF Expenditure of Funds RPCF shall expend the Transferred Funds within thirty six (36) months 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 Section 5 of this MOU 7 Employer taxes and liability Officers, employees, and volunteers of RPCF shall under no circumstances be deemed employees of City due to their status as an officer, employee or volunteer of RPCF RPCF shall be responsible for any employer taxes and liabilities related to its officers, employees, and volunteers 8 Term and Termination The term of this MOU shall commence on the date first above written and shall continue until terminated by either Party, upon not less than ten (10) days prior written notice to the other Party 9 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, (iu) 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 3 L lcaldimlAgreements\RPD Donation Funds MOU docx City City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 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 10 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 11 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 12 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 13 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 14 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 15 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) 16 Termination. This MOU may be terminated by either Party upon ten (10) days prior written notice to the other Party In the event of any termination of this MOU, and Transferred funds then in the possession of RPCF shall be repaid to City within ten (10) business days of the date of 4 L Icaldim\Agreements\RPD Donation Funds MOU docx terrrunation of this MOU stated in the aforementioned notice of termination This Section 16 shall survive any termination of this MOU 17 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 under this MOU 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 Be Paul W Foster, Mayor ATTEST. J= e Donaldson, City Clerk REDLAN OLICE COMM-J�!►1' Y FOUND TION By sser, Chairman 5 L \ca\djm\Agreements\RPD Donation Funds MOU docx INTERNAL REVENUE SERVICE P 0 SOX 25Q11 CINCINNATI, OH 45201 Late: MAY 03 2018 REDLANDS POLICE COMMUNITY FOUNDATION Cie STANLEY WEISSER PO E OX 1025 REDLANDS, CA 92371 Dear Applicants EXHIBIT "A" DEPARTMENT DP THE TREASURY Employer identification NuM ers S2-2335755 DLH: 19U53311321027 Contact Person. HENRY F SHAMeURGER Contact Telephone Number (B77) 029-5500 ID# 31472 Accounting Peitod Ending: DeceMber 31 Public Charity Status. 17e(b} (1y (A) (vi} For 990/990 R2/990-H Required. YeA Effective Date of Ens them January 17, 2017 CorstribuLian Deductibility - Yea Addendum Applieea. No We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Cede ;ITC} Section 501(c)(31. Donors can deduct ccntributiann they mere to you'Seder 18C Section 1.70 You're alyo qualified to receive tax deductible bequest°, devises, transfers or gifts under Section 2055, 210.5, or 2522, This letter eouId help resolve questions on your exempt status Please keep it for your records Organizetionsa exempt under RC Section 50i(C)(3) ace further classified as either public charities or private foundations We deeertttln.ed you're a public charity under the SRC Section listed at the tap of this letter ri we indicated at the top of thus ) etLer that you're required to file Forty. 990/990-W990-N, cur racorde show you're required to tele are annual information return (Form 990 or Perm 990-EZ) or electronic strti.ce (FCsYm 990-N, the e-Postcard) If you don't file a requtired return or notice far three consecutive yearn, your exempt status will ba automatically raked If we indicated at the top cf thla letter that an addendum applies, the enclosed addendum is an integral part of this latter For important information about your ree.ponsibilitiea a° a tax-exempt erg+artizetioas go to www ir° gov/chairiitice Enter "4221-PC" an the search bar to view Publication 4.22k-Pc, Compliance Guide for 581(e) (3) public Charities, which describes your rec:7rdkcepin9, reporting and disel,oeare st qui ramenta. Latter 947 6 L 1ca\dim'Agreements\RPD Donation Funds MOU.docx _2- RED Atms POEIlE colThtrNNIT We cent a copy of this letter to your representative as indicated in your Power of attorney 7 $incorely, Director, Exempt Orgenizataona Rulings and Agreement° Latter a47 L IcaldjmlAgreements\RPD Donation Funds MOU.docx