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HomeMy WebLinkAboutContracts & Agreements_51-2016 2015 ASSISTANCE TO FIRE FIGHTERS GRANT PROGRAM REGIONAL GRANT APPLICATION MEMORANDUM OF UNDERSTANDING (MOU) This Memorandum of Understanding ("MOU") is made and entered into this 151h day of March, 2016 ("Effective Date") by and between the City of Redlands (EIN: 95-6000766) and the City of Colton (EIN: 95- 6000694)(together, hereinafter referred to as the "Participating Agencies"). Nothing in this MOU should be construed as limiting or impeding the basic spirit of cooperation which exists between the Participating Agencies. WHEREAS, the Participating Agencies have formed a working committee and developed a course of action to achieve the goals and objectives of the Assistance to Firefighters Grant Program (AFG); and WHEREAS, the Participating Agencies have been identified as eligible jurisdictions able to collectively implement the objectives and goals of the AFG grant program; and WHEREAS, the City of Colton ("Colton") has been selected through this MOU to be the host agency to file a regional AFG grant application (the "Application") on behalf of the Participating Agencies, and WHEREAS, Colton has been selected through this MOU to administer the 2015 regional AFG grant program award and agrees to be the host Agency responsible for administration of the grant including asset accountability and reporting requirements for those assets acquired under the AFG regional application in the event of approval; and WHEREAS, Colton agrees to serve as host agent for the procurement and disbursement of all equipment received under AFG grant program award in the event of approval; and NOW THEREFORE, in consideration of the mutual terms, conditions, promises, and covenants hereinafter set forth, the Participating Agencies agree as follows: PURPOSE This MOU establishes the relationship between the Participating Agencies for participation in a Regional 2015 Assistance to Firefighters Grant Program ("AFG") grant award in the event of approval of the Application. PROCEDURES 1. Colton will serve as the host agency to submit a regional 2015 AFG grant program application and serve as grant administrator for the Participating Agencies in the event of approval. 2. Pursuant to the AFG program guidelines, all items approved under the Application will be procured and administered through Colton in the event of approval of the Application. 3. Colton agrees, as host Agency, to provide accountability for the assets acquired under the regional AFG grant award and provide reporting requirement deliverables. As such, the Participating Agencies agree to provide Colton with this information on a timely basis to remain in compliance with the requirements of the grant. 4. The Participating Agencies agree to accept the 2015 regional AFG grant program award and accept their respective items as listed in the AFG grant application in the event of approval. 5. The Participating Agencies agree to provide the required cash match in the amount of 10% of the total cost of their requested items as detailed in the grant application as required under the regional AFG Grant Program guidelines. The required match shall be paid by the Participating Agencies upon receipt of an invoice from Colton, in advance of equipment procurement. 6. In the event of a reduced award, the Participating Agencies agree to accept this reduced amount and provide a 10% cash match on the total reduced award amount of their approved items. 7. Any expenditure beyond the grant award for a Participating Agency's approved item(s) remain the sole responsibility of that agency. 8. The Participating Agencies agree to allow Colton to procure and distribute their respective assets if awarded under the regional AFG grant program. 9. The Participating Agencies agree to maintain/repair all items awarded to them under the Application in accordance with the manufacturer's warranty, and to replace the equipment if it becomes inoperable for a period of three years after official closeout of the grant agreement_ 10.The Participating Agencies agree to promptly provide any additional documentation to Colton which may be necessary in connection with the grant. 11. Participating Agencies agree to promptly return any equipment or deliverables that are received in error to Colton. 12.The grant award to each Participating Agency is as follows: EQUIPMENT COLTON REDLANDS Complete SCBA Ensembles(Back pack, Mask and 2 air cylinders) 44 63 Face Mask 44 63 Fill Compressor 1 0 Quick Connect Adapters 0 b Software Upgrade 0 1 TERM AND TERMINATION This MOU shall commence on its Effective Date and shall continue in full force and effect for a period of five years after official closeout of the grant agreement. GUIDELINES In performing its duties, responsibilities and obligations pursuant to this MOU, each Participating Agency agrees to adhere to the requirement standards set forth in the AFG grant program guidance and Federal OMB Circular A-133 as applicable. RECORDS 9. Each Participating Agency understands that any and all records created as a result of participating in this federal grant program may be subject to the public disclosure and shall be responsible for compliance with any public records request served upon it and any resultant award of attorney's fees for noncompliance. 2. Each Participating Agency shall maintain its own respective records and documents associated with this MOU sufficient to demonstrate compliance with the terms of this MOU for a period of five (5) years from the close-out date of the grant agreement, and shall allow Colton and the Department of Homeland Security access to such records upon request. EXECUTION This MOU may be executed in counterparts each of which shall be deemed an original and all of which together shall be considered one and the same MOU. INSURANCE OR SELF-INSURANCE Each Participating Agency, at its sole cost and expense, shall carry insurance, or self-insure, its activities in connection with this MOU, and obtain, keep in force and maintain, Insurance or equivalent programs of self-insurance, for general liability, professional liability, workers compensation, and business automobile liability adequate to cover its potential liabilities hereunder. Each Participating Agency agrees to provide the other forty-five (45) days' advance written notice of any cancellation, termination or lapse of any of the insurance or self-insurance coverage. INDEPENDENT CONTRACTOR This MOU does not create an employee/employer relationship between the Participating Agencies. It is the intent of the parties that each Participating Agency is an independent contractor, and each Participating Agency shall assume responsibility for all personnel costs for its respective employees, including but not limited to, the application of the Fair tabor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law. INDEMNIFICATION Each Participating Agency shall each be separately liable and responsible for the actions of their respective officers, agents and employees in the performance of their respective obligations under the MOU. To the extent permitted by law, the City of Redlands ("Redlands") shall indemnify, defend, and hold Colton, its officials, agents, servants and employees, harmless from any and all liability, actions, causes of action, suits, trespasses, damages, judgments, executions, claims and demands of any kind whatsoever, in law or in equity, which results from or arises out of the negligent acts or omissions of Redlands or its employees, and Redlands shall indemnify Colton, its officials, agents, servants and employees, for damages, judgments, claims, costs, expenses, including reasonable attorney's fees, which Colton, its officials, agents, servants and employees, might suffer in connection with or as a result of the negligent acts of Redlands or its employees. For purposes of this provision, Redlands employees shall not be deemed agents or servants of Colton and Colton's employees shall not be deemed agents or servants of Redlands. To the extent permitted by law, Colton shall indemnify, defend, and hold Redlands, its officials, agents, servants and employees, harmless from any and all liability, actions, causes of action, suits, trespasses, damages, judgments, executions, claims and demands of any kind whatsoever, in law or in equity, which results from or arises out of the negligent acts or omissions of Colton or its employees and Colton shall indemnify Redlands, its officials, agents, servants and employees, for damages,judgments, claims, costs, expenses, including reasonable attorney's fees, which Redlands, its officials, agents, servants and employees, might suffer in connection with or as a result of the negligent acts of the Colton or its employees. For purposes of this provision, Colton's employees shall not be deemed agents or servants of Redlands and Redlands' employees shall not be deemed agents or servants of Colton. GOVERNMENTAL IMMUNITY Each Participating Agency is a municipal corporation existing under the laws of the state of California. Each agrees to be fully responsible for acts and omissions of their agents or employees to the extent permitted by law. Nothing herein is intended to serve as a waiver of sovereign immunity by any Participating Agency to which sovereign immunity may be applicable. Nothing herein shall be construed as consent by a political subdivision of the state of California to be sued by third parties in any matter arising out of this MOU or any other contract. MISCELLANEOUS 1. COMPLIANCE WITH LAWS The Participating Agencies shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations which may be applicable in performing its duties, responsibilities, and obligations pursuant to this MOU. 2. JOINT PREPARATION The Participating Agencies acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this MOU has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Participating Agencies than the other. 3. APPLICABLE LAW AND VENUE This MOU shall be interpreted and construed in accordance with and governed by the laws of the State of California. Venue in any proceeding or action among the Participating Agencies arising out of this MOU shall be in San Bernardino County, California. 4. INCORPORATION BY REFERENCE The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the Participating Agencies. 5. ENTIRE AGREEMENT This MOU contains the entire understanding of the Participating Agencies relating to the subject matter hereof superseding all prior communications between the Participating Agencies whether oral or written regarding the same. This MOU may not be altered, amended, modified, or otherwise changed nor may any of the terms hereof be waived, except by written instrument executed by the Participating Agencies. The failure of a Participating Agency to seek redress for violation of or to insist on strict performance of any of the covenants of this MOU shall not be construed as a waiver or relinquishment for the future of any covenant, term, condition or election but the same shall continue and remain in full force and effect. 6. SEVERABILITY Should any part, term or provision of this MOU be by the courts decided to be invalid, illegal or in conflict with any law of this State, the validity of the remaining portions or provisions shall not be affected thereby. 7. UNCONTROLLABLE FORCES The Participating Agencies shall not be considered to be in default of this MOU if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a Participating Agency of its obligations under this MOU and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. Neither Participating Agency shall, however, be excused from performance if nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming Participating Agency could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming Participating Agency shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other Participating Agency describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this MOU. 8. ASSIGNMENT The Participating Agencies shall not assign or transfer their respective rights, title or interests in this MOU. 9. SIGNATORY AUTHORITY Each Participating Agency shall supply Colton with copies of requisite documentation evidencing that the signatory for the Participating Agency has the authority to enter into this MOU. 10. NO THIRD PARTY BENEFICIARIES. The Participating Agencies expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this MOU. None of the Participating Agencies intend to directly or substantially benefit a third party by this MOU. The Participating Agencies agree that there are no third party beneficiaries to this MOU and that no third party shall be entitled to assert a claim against any of the Participating Agencies based upon this MOU. Nothing herein shall be construed as consent by an agency or political subdivision of the State of California to be sued by third parties in any matter arising out of any contract. 11. CAPTIONS The captions, section designations, section numbers, article numbers, titles and headings appearing in this MOU are inserted only as a matter of convenience, have no substantive meaning, and in no way define, limit, construe or describe the scope or intent of such articles or sections of this MOU, nor in any way effect this MOU and shall not be construed to create a conflict with the provisions of this MOU. 12.AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar, formality as this MOU and executed by each Participating Agency hereto. 13, NO GRANT OF AGENCY Except as the Participating Agencies may specify in writing, no Participating Agency shall have authority, expressed or implied, to act on behalf of the other Participating Agencies in any capacity whatsoever as an agent. No Participating Agency shall have any authority, express or implied, pursuant to this MOU, to Bind the other Participating Agency to any obligation whatsoever. IN WITNESS WHEREOF, the Participating Agencies have executed this instrument on the dates shown below: City of Colton Date: William R. Smith, City Manager City ofands Date: —78 Paul W. Foster, Mayor Attest: Date: 4y Sam lrw�—in, itVClerk