HomeMy WebLinkAboutContracts & Agreements_72-2016 2015 FIRE PREVENTION AND SAFETY GRANTS
REGIONAL GRANT APPLICATION
MEMORANDUM OF UNDERSTANDING (MOU)
This Memorandum of Understanding ("MOU") is made and entered into this 4th day of April,
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 Fire Prevention &
Safety Grants (FP&S); and
WHEREAS, the Participating Agencies have been identified as eligible jurisdictions
able to collectively implement the objectives and goals of the FP&S grant program; and
WHEREAS, the City of Redlands has been selected through this MOU to be the host
agency to file a regional FP&S grant application (the "Application") on behalf of the
Participating Agencies, and
WHEREAS, Redlands has been selected through this MOU to administer the 2015
regional FP&S 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 FP&S regional application in the event of approval; and
WHEREAS, Redlands agrees to serve as host agent for the procurement and
disbursement of all equipment received under FP&S 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 Fire Prevention & Safety Grant Program ("FP&S") grant award in the
event of approval of the Application.
PROCEDURES
1. Redlands will serve as the host agency to submit a regional 2015 FP&S grant program
application and serve as grant administrator for the Participating Agencies in the event
of approval.
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2. Pursuant to the FP&S grant program guidelines, alll items approved under the
Application will be procured and administered through Redlands in the event of approval
of the Application.
3. Redlands agrees, as host Agency, to provide accountability for the assets acquired
under the regional PPS grant award and provide reporting requirement deliverables.
As such, the Participating Agencies agree to provide Redlands 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 FP&S 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
5% of the total cost of their requested items as, detailed in the grant application as
required under the regional FP&S Grant Program guidelines. The required match shall
be paid by the Participating Agencies upon receipt of an invoice from Redlands, 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 5% 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 items}
remain the sole responsibility of that agency.
8. The Participating Agencies agree to allow Redlands to procure and distribute their
respective assets if awarded under the regional FP&S 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
Redllands as requested, 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 Redlands.
12. The grant award to each Participating Agency is as follows,
EQUIPMENT Colton Redlands
Fire Safety Trailer 50% 509
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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 FP&S
grant program guidance and Federal OMB Circular A-133 as applicable.
RECORDS
1. 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 Redlands 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 Labor
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.
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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 Colton ("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 Colton or its employees. For purposes of this provision, Colton employees
shall not be deemed agents or servants of Redlands and Redlands' employees shall not be
deemed agents or servants of Colton.
To the extent permitted by law, 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 the
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.
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
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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
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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 Redlands 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 affect this MOU and shall not be construed
to create a conflict with the provisions of this MOU.
12.AMENDMENTS
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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 Redlands
Gate:
Foster, Mayor
Attest:
41 Date:
Sam Ir wiin,--d—it y t—Ie-r-k
City of Colton
'I Date:
Ric .A. DeLa osa, Mayo�r����
Attest:
Date:
Caro ina R. Padilla, Citytler�k'
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