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HomeMy WebLinkAboutContracts & Agreements_20-2022MEMORANDUM OF UNDERSTANDING BETWEEN THE BIG BEAR FIRE DEPARTMENT AND THE CITY OF REDLANDS REGARDING EQUIPMENT SHARING This Memorandum of Understanding for Equipment Sharing ("MOU") is dated this ("Effective Date") and is entered into by and between the Big Bear Fire Authority, a California Joint Powers Authority, doing business as the Big Bear Fire Department (the "BBFD"), and the City of Redlands (the "CITY"). The BBFD and the CITY may be referred to herein individually as a "Party" and, together as the "Parties." RECITALS WHEREAS, the BBFD owns certain equipment including a McCoy Miller 2014 Chevrolet G3500, VIN# 1GB3G2CL6E1186885 (the "Equipment") used as part of its operations, and WHEREAS, the BBFD desires to loan the Equipment to the CITY m emergency situations or when the Equipment is needed in the interest of public safety; and WHEREAS, the CITY desires to borrow the Equipment in emergency situations and, in the case of non -emergency situations, where it would be beneficial to use the Equipment in the interests of public safety; and WHEREAS, cooperation between the BBFD and the CITY will promote the efficient use of public resources managed by the BBFD; and WHEREAS, sharing Equipment with the CITY is intended to increase public safety, as well as the residents of and visitors to the CITY and would have only incidental or nominal benefits to any private parties; and WHEREAS, the BBFD and the CITY execute this MOU for the purpose of formalizing the terms and conditions governing the sharing of the Equipment; NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows AGREEMENT Section 1. Incorporation of Recitals. The above -recitals are true and correct and are hereby incorporated into this MOU by this reference Section 2. Term. The term of this MOU shall commence on its Effective Date and shall continue in effect until terminated pursuant to Section 9 of this MOU Section 3. Authority. Unless otherwise specified herein, all authority to act on behalf of the BBFD pursuant to this MOU shall be exercised by Fire Chief Jeff Willis, or his designee. 1 L:\ca\djin\Agreements\Big Bear Fire Dept MOU Equipment Sliating.docx.jn Unless otherwise specified herein, all authority to act on behalf of the CITY pursuant to this MOU shall be exercised by Interim Fire Chief Rich Sessler or his designee. Section 4. Equipment. A. The CITY shall be permitted to use, operate, and transport the Equipment on an "as -needed" basis as requested by the CITY, and approved by the BBFD, when not otherwise needed for other BBFD purposes. The CITY recognizes that the BBFD's use of the Equipment may preclude the use of the Equipment by the CITY, and in such cases the BBFD may deny the request to use the Equipment or demand the immediate return of the Equipment in the possession of the CITY, in the BBFD's sole and absolute discretion. B. Request for Use of Equipment. Those designated in this MOU with the authority to act on behalf of either Party shall work together to coordinate certain procedures to govern requests by the CITY to use the Equipment, especially for when the Equipment is needed in emergency situations. In non -emergency situations, the CITY shall request use of the Equipment as far in advance as possible by notifying the BBFD of the need for the Equipment. C. Use of Equipment. The CITY shall not permit any individual to use, operate or transport the Equipment unless that individual is properly trained and authorized to do so. The CITY shall use the utmost care in using, operating, or transporting the Equipment. If the Equipment breaks or experiences other mechanical problems while in the possession of the CITY, the CITY shall immediately notify the BBFD of the problem. D Returning Equipment. The CITY shall notify the BBFD before borrowing the Equipment of when it will return Equipment, or in the case of emergency situations, the CITY shall keep the BBFD updated on when the Equipment will be returned. In the event that the BBFD demands the immediate return of the Equipment then in the possession of the CITY, the CIITY shall immediately make the Equipment available to the BBFD Section S. CITY Responsibilities, The CITY shall be solely responsible for all of the following, including, without limitation, any accompanying cost or expense: A. Transporting the Equipment to and from the BBFD facilities housing the Equipment. B. Performing routine inspections and minor maintenance on Equipment when used by the CITY, including, but not limited to, oil, mechanical fluids, operations, fuel, and safety checks. C. Providing satisfactory proof of liability or other insurance of the types and in the amounts as required by this MOU 2 L:\ca\djm\Agreeznents\I3ig Bear Fire Dept MOU Equipment Sharing.docx.jn D Bearing sole and absolute responsibility for any and all loss of or damage to the Equipment occurring while in possession and control of the CITY, customary wear and tear excepted. The CITY shall pay the BBFD for any and all costs associated with repairing damage to the Equipment occurring while in the possession or control of the CITY if demanded by the BBFD, customary wear and tear excepted, within thirty (30) days upon receipt by the CITY of a written invoice accounting for such costs of repair The CITY shall pay the BBFD for any and all costs associated with reasonably replacing the Equipment in the event of complete loss of the Equipment occurring while in the possession or control of the CITY, if demanded by the BBFD, within thirty (30) days upon receipt by the CITY of a written invoice accounting for such costs of replacement. E. Refueling Equipment to, at minimum, the level existing at the time the CITY takes control of the Equipment. F Stonng Equipment overnight at secure facilities owned and controlled by the CITY when the CITY is in possession and control of the Equipment, when such storage is otherwise requested by the BBFD, or when such storage is convenient to the CITY and approved in advance by the BBFD Section 6. Cost. The CITY shall pay no compensation for the use of the Equipment except for any, and all costs related to the responsibilities fisted in Section 5 of this MOU Section 7. Indemnification. To the fullest extent permitted by law, the CITY (the "Indemnifying Party) shall defend, indemnify and hold the BBFD (the "Indemnified Party") and its directors, officials, officers, employees, agents, and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, including reasonable attorneys' fees and other related costs, in law or equity, to property or persons, including wrongful death, in any manner arising out of, or incident to, the use, operation or transportation of the Equipment, or this MOU, except for such loss or damage arising from the willful misconduct of the Indemnified Party The Indemnifying Party shall defend, at the Indemmnifying Party's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Indemnified Party and its directors, officials, officers, employees, agents, and volunteers, with counsel reasonably approved by the Indemnified Party The Indemnifying Party shall pay and satisfy any judgment, award or decree that may be rendered against the Indemnified Party and its directors, officials, officers, employees, agents, and volunteers, in any such suit, action or other legal proceeding. The Indemnifying Party shall reimburse the Indemnified Party and its directors, officials, officers, employees, agents, and volunteers for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The Indemnifying Party's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Indemnified Party or its directors, officials, officers, employees, and volunteers. This indemnity provision shall survive the termination of this MOU 3 L:\ca\djm\Agreements\Big Bear Fire Dept MOU Equipment sharing.doexjn Section 8. Insurance. A. Time for Compliance. The CITY shall not use, operate or transport the Equipment under this MOU unless and until it has provided evidence satisfactory to the BBFD that it has secured all insurance required under this section, or that it is self -insured to the satisfaction of the BBFD B Minimum Requirements. The CITY shall, at its expense, procure and maintain for the duration of this MOU insurance against all claims for injuries to persons or damages to property which may arise from or in connection with the perfoimance of this MOU by the CITY, its elected and appointed officials, officers, employees, and volunteers. Such insurance shall meet at least the following minimum levels of coverage, or the CITY shall be self -insured to the satisfaction of the BBFD. i. Minimum Limits of Insurance. The CITY shall maintain limits no less than. (1) General Liability $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this MOU or the general aggregate limit shall be twice the required occurrence limit. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted; (2) Automobile Liability $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. ii. Endorsements. Each policy shall be endorsed to state that: (1) the BBFD and its directors, officials, officers, employees, and volunteers shall be covered as additional insured with respect to the use, operation or transport the Equipment performed by or on behalf of the CITY, and (2) the insurance coverage shall be primary insurance as respects the BBFD and its directors, officials, officers, employees, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of BBFD's scheduled underlying coverage. Any insurance or self- insurance maintained by the BBFD and its directors, officials, officers, employees, and volunteers shall be excess of such insurance obtained by the CITY and shall not be called upon to contribute in any way The insurer shall agree to waive all rights of subrogation against the BBFD and its directors, officials, officers, employees, and volunteers for losses paid under the terms of the insurance policy which arise from the use, operationor transport of the Equipment by the CITY Each insurance policy shall also be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the BBFD as applicable; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the BBFD and its directors, officials, officers, employees and volunteers. There shall be no cross -liability exclusion for claims or suits by one insured against another. 4 L.\ca\djm\Agreements\Big Bear Fire Dept MOU Equipment Sharing.docxjn Requirements of specific coverage features, or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Section 9. Termination. This MOU shall be effective as of its Effective Date, and shall continue until terminated by either Party by giving at least thirty (30) days advance written notice of the effective date of termination. Section 10. Notices. 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 or electronic mail transmission (including PDF), 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 appropnate address set forth below, or such other address as a Party may provide notice in accordance with this section. If to the BBFD. Big Bear Fire Department 41090 Big Bear Blvd. Big Bear Lake, CA 92315 Attn. Fire Chief Jeff Willis If to the CITY Redlands Fire Department 35 Cajon St. Suite 12 Redlands, CA 92373 Attn. Interim Fire Chief Rich Sessler Section 11. Miscellaneous Terms. A. Representation and Warranties. The BBFD and the CITY have all requisite power and authority to execute and perform this MOU Each person executing this MOU warrants that he or she has the legal power, right, and authority to execute this MOU and bind his or her respective Party B Governing Law. This MOU shall be governed by and construed in accordance with the laws of the State of California. Venue shall be in San Bernardino County C Relationship of the Parties. Nothing contained in this MOU shall be construed as creating a joint venture, partnership, or any other similar arrangement between the Parties. No Party to this MOU shall be deemed to be a representative, an agent, or an employee of the other Party Unless otherwise expressly specified in this MOU, no Party shall have any authority or right to assume or create any obligation of any kind or nature, express or implied, on behalf of, or in the name of, any other Party, nor bind any other Party in any respect, without the specific prior written authorization of the other Party 5 L:\ca\djm'Agreements\Big Bear Fire Dept MOU Equipment Sliaring.doex.jn D Waiver. No Party shall be deemed to have waived any provision of this MOU unless such waiver is in writing and signed by such Party E. Legal Compliance. The Parties shall comply with all applicable Federal, State, and local laws and regulations related to the transactions set forth in, or referenced by, this MOU F Third -Party Beneficiary. No claim as a third -party beneficiary under this MOU by any person, corporation, or any other entity, shall be made or be valid against the BBFD or the CITY G Headings. The section headings used in this MOU are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of this MOU H. Entire Agreement. This MOU constitutes the entire agreement between the Parties with respect to the matters contained herein, and shall supersede and replace any and all other prior understandings, correspondence, and agreements, oral or written, between the Parties with respect thereto No change, amendment or modification of this MOU shall be valid or binding upon the Parties unless such change, amendment, or modification is in writing and duly executed by all Parties. I. Assignment or Transfer. The CITY shall not assign, hypothecate, or transfer, either directly or by operation of law, this MOU or any interest herein without the prior written consent of the BBFD Any attempt to do so shall be null and void, and any assignees, hypothecates, or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer J Binding Effect. The terms of this MOU shall inure to the benefit of, and shall be binding upon, each of the Parties and their respective successors and assigns. K. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this MOU shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this MOU which are hereby declared as severable, and shall be interpreted to carry out the intent of the Parties hereunder L. Cooperation. Further Acts. The Parties shall reasonably cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this MOU M. Counterparts. This MOU may be signed in counterparts, each of which shall constitute an original. 6 L:\ca\djm\Agreements\Big Bear Fire Dept MOU Equipment Sharing.docx,jn SIGNATURE PAGE TO MOU BETWEEN THE BIG BEAR FIRE DEPARTMENT AND THE REDLANDS FIRE DEPARTMENT REGARDING EQUIPMENT SHARING IN WITNESS WHEREOF, the Parties have executed this MOU for Equipment Sharing as of its Effective Date Big Bear Fire Authority, a California Joint Powers Authority, dba Big Bear Fire Depaitnient By hs, Fire Chief Paul T Banch, Mayor Date ,- /0^ Ara. 7 L.\ca\djm\Agreements\Big Hear Fire Dept MOU Equipment Sliaring.docx jn Date. ATTEST By e Donaldson, City Clerk