HomeMy WebLinkAboutContracts & Agreements_41-2024MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF
REDLANDS AND THE CITY OF VICTORVILLE REGARDING
EQUIPMENT SHARING
This Memorandum of Understanding for Equipment Sharing ("MOU") is dated this 5th day
of March, 2024 and is entered into by and between the City of Victorville ("Victorville"), and the
City of Redlands (the "CITY"). Victorville and the CITY may be referred to herein individually
as a "Party" and, together as the "Parties."
RECITALS
WHEREAS, the CITY owns certain equipment including a Model & Year 1997 Pierce
Quantum Cab Tiller Truck; VIN# 4P1CTO2S7VA000413 (the "Equipment") for use by the
Redlands Fire Department as part of its operations; and
WHEREAS, the CITY by and through the Redlands Fire Department desires to loan the
Equipment to Victorville for training and development by the Victorville Fire Department; and
WHEREAS, Victorville desires to borrow the Equipment for use by the Victorville Fire
Department for non -emergency training situations and, where it would be beneficial to use the
Equipment in the interests of the professional development of the Department; and
WHEREAS, cooperation between Victorville, the Victorville Fire Department and the
CITY will promote the efficient use of public resources used and managed by the Redlands Fire
Department; and
WHEREAS, sharing Equipment with the Victorville for use by the Victorville Fire
Department is intended to increase public safety, as well as the residents of and visitors to
Victorville and would have only incidental or nominal benefits to any private parties; and
WHEREAS, Victorville 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.
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Section 3. Authority. Unless otherwise specified herein, all authority to act on behalf
of the CITY pursuant to this MOU shall be exercised by Redlands Fire Chief Rich Sessler, or his
designee. Unless otherwise specified herein, all authority to act on behalf of Victorville pursuant
to this MOU shall be exercised by Interim Fire Chief William Racowschi or his designee.
Section 4. Equipment.
A. The Victorville Fire Department shall be permitted to use, operate, and transport
the Equipment on an "as -needed" basis as requested by the Victorville Fire Department, and
approved by the CITY's designee in Section 3, in his sole discretion, when not otherwise needed
for other Redlands Fire Department purposes. The Victorville Fire Department recognizes that the
Redlands Fire Department's use of the Equipment may preclude the use of the Equipment by the
Victorville Fire Department, and in such cases the Redlands Fire Department may deny the request
to use the Equipment or demand the immediate return of the Equipment in the possession of the
Victorville Fire Department, in the CITY'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 Victorville Fire Department of the need for the Equipment.
C. Use of Equipment. The Victorville Fire Department shall not permit any individual
to use, operate or transport the Equipment unless that individual is properly trained and authorized
to do so. The Victorville Fire Department 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 Victorville Fire Department, the Victorville Fire Department shall
immediately notify the Redlands Fire Department of the problem.
D. Returning Equipment. The Victorville Fire Department shall notify the Redlands
Fire Department before borrowing the Equipment of when it will return Equipment, or in the case
of emergency situations, the Victorville Fire Department shall keep the Redlands Fire Department
updated on when the Equipment will be returned. In the event that the Redlands Fire Department
demands the immediate return of the Equipment then in the possession of the Victorville Fire
Department, the Victorville Fire Department shall immediately deliver the Equipment available to
the Redlands Fire Department.
Section 5. Victorville Fire Department Responsibilities. The Victorville Fire
Department 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 Redlands Fire facilities housing the
Equipment.
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B. Performing routine inspections and minor maintenance on Equipment when used
by the Victorville Fire Department, 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.
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 Victorville Fire Department,
customary wear and tear excepted. Victorville shall pay to the CITY for any and all costs
associated with repairing damage to the Equipment occurring while in the possession or control of
the Victorville Fire Department if demanded by the Redlands Fire Department, customary wear
and tear excepted, within thirty (30) days upon receipt by the Victorville Fire Department of a
written invoice accounting for such costs of repair. Victorville shall pay to the CITY 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 Victorville Fire Department, if
demanded by the Redlands Fire Department, within thirty (30) days upon receipt by the Victorville
Fire Department of a written invoice accounting for such costs of replacement.
E. Refueling Equipment to, at minimum, the level existing at the time the Vietorville
Fire Department takes control of the Equipment.
F, Storing Equipment overnight at secure facilities owned and controlled by the
Victorville Fire Department when the Victorville Fire Department is in possession and control of
the Equipment, when such storage is otherwise requested by the Redlands Fire Department, or
when such storage is convenient to the Vietorville Fire Department and approved in advance by
the Redlands Fire Department.
Section 6. Cost, The Victorville Fire Department shall pay no compensation for the
use of the Equipment, except for any and all costs related to the responsibilities listed in Section 5
of this MOU.
Section 7. Indemnification, To the fullest extent permitted by law, Victorville (the
"Indemnifying Party) shall defend, indemnify and hold the CITY (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
Indemnifying 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
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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
Parry'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.
Section 8. Insurance,
A. Time for Compliance. Victorville shall not allow the Victorville Fire Department
to use, operate, or transport the Equipment under this MOU unless and until it has provided
evidence satisfactory to the CITY that it has secured all insurance required under this section, or
that it is self -insured to the satisfaction of the CITY.
B. Minimum Requirements. Victorville 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 performance of this MOU by Victorville, its
elected and appointed officials, officers, employees, and volunteers, Such insurance shall meet at
least the following minimum levels of coverage, or Victorville shall be self -insured to the
satisfaction of the CITY.
i. Minimum Limits of Insurance. Victorville 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 CITY 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
Victorville Fire Department; and (2) the insurance coverage shall be primary insurance as respects
the CITY and its directors, officials, officers, employees, and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of CITY's scheduled underlying coverage. Any insurance
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or self-insurance maintained by the CITY and its directors, officials, officers, employees, and
volunteers shall be excess of such insurance obtained by ' the Victorville and shall not be called
upon to contribute in any way. The insurer shall agree to waive all rights of subrogation against
the CITY and its directors, officials, officers, employees, and volunteers for losses paid under the
terms of the insurance policy which arise from the use, operation, or transport of the Equipment
by the Victorville Fire Department. 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 CITY's Risk
Manager 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 CITY and its
directors, officials, officers, employees and volunteers. There shall be no cross -liability exclusion
for claims or suits by one insured against another. 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 appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section:
If to the CITY: Redlands Fire Department
35 Cajon Street, Suite 12, Redlands CA 92373
Attn: Fire Chief Rich Sessler
If to Victorville:
Victorville Fire Department
14343 Civic Drive, Victorville CA 92392
Attn: Interim Fire Chief Racowschi
Section 11. Miscellaneous Terms,
A. Representation and Warranties. The CITY and Victorville 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.
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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.
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 Victorville 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. Neither Party shall assign, hypothecate, or transfer, either
directly or by operation of law, this MOU or any interest herein without the prior written consent
of the other Party. 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
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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.
IN WITNESS WHEREOF, the Parties have executed this MOU for Equipment Sharing as of
March 5, 2024.
City of Victorville City of Redlands
By: 4!*�. i k
Keith Metzler, City M nager
Date:
Eddie Tejeda, Mayo
Date:
ATTEST:
Donaldson, City Clerk
CONCUR:
By:
Richard Sessler, Fire Chief
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