Loading...
HomeMy WebLinkAboutContracts & Agreements_181-2025MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF REDLANDS AND THE APPLE VALLEY FIRE PROTECTION DISTRICT FOR LIGHT FLEET OUTFITTING SERVICES This Memorandum of Understanding ("MOU") for Light Fleet Outfitting Services is dated this 161h day of September, 2025 ("Effective Date") and is entered into by and between the Apple Valley Fire Protection District (the "District") a fire protection district duly authorized and existing pursuant to California Health & Safety Code Section 13800, et seq., and the City of Redlands (the "City"), a municipal corporation and general law city. The District and the City may be referred to herein individually as a "Party" and, together as the "Parties." RECITALS WHEREAS, the City of Redlands Fire Department operates certain light fleet emergency vehicles used by Chief Officers for emergency response and incident command; and WHEREAS, the City light fleet vehicles, once purchased, require the installation of emergency lighting, sirens, and radios; and WHEREAS, the District has a dedicated fire emergency vehicle and apparatus fleet mechanic to address the outfitting and maintenance needs of their emergency vehicles; and WHEREAS, the District is willing to provide the outfitting services to other fire agencies with the intent to promote the efficient use of public resources; and WHEREAS, by entering into this MOU, the City will gain access to the District's specialized resources and services, ensuring that Chief Officer vehicles maintain operational readiness; and WHEREAS, District and City execute this MOU for the purpose of formalizing the terms and conditions governing the provision of light fleet vehicle outfitting services. 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 be for a period of one (1) year from the Effective Date set forth above (the "Initial Term"). The City shall have the option to extend the Initial Term of the MOU by four (4) additional one-year terms ("Extended Terms"), on the same terms and conditions, by providing written notice to the District at lest thirty (30) days prior to the expiration of the Initial Term. 1 L•1emolAgreements\MOU with Apple Valley Fire Protection District (Light Fleet Outfitting Servieos) FY2526-019(v.3).doex-ms Section 3. Compensation. The compensation for the District's Services shall not exceed the amount of Two Hundred Fifty Thousand Dollars ($250,000) for the Services provided during the Initial Term. Should this Agreement be extended, the compensation for the District's performance for the Services shall be allocated across the four possible Extended Terms, bringing the total possible amount of compensation to a not -to -exceed amount of Five Hundred Thousand Dollars ($500,000). All payments shall be made on a time and materials basis for Services performed, subject to the limits stated herein. Section 4. Authority. Unless otherwise specified herein, all authority to act on behalf of the City pursuant to this MOU shall be exercised by Fire Chief Rich Sessler, or his designee. Unless otherwise specified herein, all authority to act on behalf of the District pursuant to this MOU shall be exercised by Fire Chief Buddy Peratt or his designee. Section 5. Outfitting Services A. Under this MOU, District will provide Light Fleet Outfitting Services for the City's light fleet emergency vehicles, which are primarily utilized by Chief Officers, including Battalion Chiefs, for emergency response and incident command. These services will ensure that the vehicles are fully equipped to meet the operational demands of emergency situations. The District's outfitting services will include the installation of essential emergency equipment such as lighting, sirens, and radios, ensuring that vehicles are highly visible and capable of effective communication in the field. Additionally, the District will mount specialized equipment required for emergency response operations, tailoring each vehicle to meet the specific needs of the Redlands Fire Department. The Services also include the integration of advanced communication and technology systems, enhancing situational awareness and coordination during incidents. Furthermore, vehicles will be customized to align with the operational requirements of the Redlands Fire Department, ensuring efficiency and readiness. Any additional outfitting requests or modifications beyond the scope described above may be incorporated as mutually agreed upon by both parties, allowing for flexibility to meet the evolving needs of the Redlands Fire Department. Section 6. City Responsibilities. The City shall be solely responsible for all of the following, including, without limitation, any accompanying cost or expense: A. Provide vehicles to the District for outfitting services in accordance with a mutually agreed -upon schedule. B. Specify the required outfitting configurations, including equipment layout and operational functionality. C. Coordinate with the District regarding the procurement of any necessary outfitting equipment not supplied by City. Such equipment may be obtained by the District upon mutual agreement by both parties, including prior written approval of associated costs. 2 I: lcniMgrcemenlsMOU with Apple Valley Fire Protection District (Light Fleet Outfitting Services) FY2526.0l9(v.3).docx-rns D. Review and approve completed work before acceptance. E. Ensure timely payment for services rendered as outlined in this MOU. Section 7. District Responsibilities. The District shall be solely responsible for all of the following, including, without limitation, any accompanying cost or expense; A. Provide the necessary personnel, including a fire vehicle/apparatus fleet mechanic, to perform the outfitting services. E. Ensure all installations meet applicable safety standards and industry best practices. C. Perform outfitting services within a reasonable timeframe as agreed upon by both parties. D. Provide documentation of work completed, including an itemized invoice or a detailed breakdown of services rendered. E. Invoice the City in accordance with the agreed -upon payment terms. F. Storing Equipment overnight at secure facilities owned and controlled by the District when the District is in possession and control of the light fleet vehicles. Section 8. Indemnification. To the fullest extent permitted by law, the District (the "Indemnifying Party") shall defend, indemnify, and hold harmless the City (the "Indemnified Party"), including its elected and appointed officials, officers, employees, agents, and volunteers, from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages, or injuries, including, but not limited to, reasonable attorneys' fees and legal costs, arising out of or related to the performance of Light Fleet Outfitting Services pursuant to this MOU. This includes, without limitation, claims relating to property theft, damage or destruction, personal injury, or wrongful death, in any way connected to the custody, delivery, modification, installation, or servicing of fleet equipment by the Indemnifying Party or its employees, agents, or contractors, except to the extent such claims result solely from the willful misconduct of the Indemnified Party. The Indemnifying Party shall, at its own cost and expense, defend any and all such claims, suits, or legal proceedings brought against the Indemnified Party, using legal counsel reasonably acceptable to the Indemnified Party. The Indemnifying Party shall be responsible for any resulting judgments, awards, or settlements, and shall reimburse the Indemnified Party for any and all legal expenses incurred in connection with such matters or in enforcing this indemnity provision. 3 lACMMgreements4MOU with Apple Valley Fin: Protection District (Light Flect Outfitting Services) FY2526A19(v.3).docx-ms Section 9. This indemnification is not limited by the availability or scope of insurance coverage and shall survive the termination or expiration of this MOU. Section 10. Insurance. A. Time for Compliance. District shall not begin performing any Light Fleet Outfitting Services under this MOU unless and until it has provided evidence satisfactory to the City that it has obtained all insurance coverage required under this section, or that it is self -insured in a manner acceptable to the City. B. Minimum Requirements. The District 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 the District, its elected and appointed officials, officers, employees, and volunteers. Such insurance shall meet at least the following minimum levels of coverage, or the District shall be self -insured to the satisfaction of the City: i. Minimum Limits of Insurance. District 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 180 "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 District; 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' scheduled underlying coverage. Any insurance or self-insurance maintained by the City and its directors, officials, officers, employees, and volunteers shall be excess of such insurance obtained by the District 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 performance of Light Fleet Vehicle Outfitting Services by the District. 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 as applicable; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect 4 [ActnolAgreementsWOU with Apple Valley Fire Protection District (Light Fleet Outfitting Services) FY2526•0l9(v.9).docz-ms 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 11. Termination. This MOU shall commence on the Effective Date set forth above, and shall remain in effect for a period of five (5) years, unless terminated earlier by either Party as outlined below. i. Either party may terminate this MOU with thirty (30) days' written notice to the other Ply ii. In the event of termination, the City shall compensate he District for any services completed prior to the termination, iii. This MOU may be renewed or amended upon mutual agreement by both parties in writing. Section 12, 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 District: Apple Valley Fire Protection District 22400 Headquarters Drive, Apple Valley, CA 92307 Attn: Fire Chief Peratt Section 13. Miscellaneous Terms. A. Representation and Warranties. City and the District 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. 5 1AcmoWgreements\MOU with Apple Valley Fire Protection District (Light Fleet Outfitting Services) FY2526-019(v.1).doex-ms 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 MOtJ, 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 -parry beneficiary under this MOU by any person, corporation, or any other entity, shall be made or be valid against the District 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. 1. 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 District. 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. 6 idemoWgteements\MOU with Apple Valley Fire Protection District (Light Fleet Outfitting Services) FY2526-019(0).deox•ms 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 Light Fleet Emergency Vehicle Outfitting Services as of September 16, 2025. Apple Valley Fire Protection District By: BudO Peratt, Fire Chief Date: City of Redlands By: ✓' Mario Saucedo, Mayor Date: � ` J � — 2 5 ATTEST: By:L&4&6" nne Donaldson, City Clerk 7 I:%cmolAgreements\M0U with Apple Valley Fire Protection District (Light Fleet Outfitting Services) FY2526-019(v.3).docx-ms