Loading...
19-121 Santa Clara County Fire Department Memorandum of Understanding to Provide Fire Safety, Injury Prevention, and Emergency Preparedness Programs, Meetings, and Trainings to the Cupertino Community MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF CUPERTINO AND SANTA CLARA COUNTY FIRE DEPARTMENT This Memorandum of Understanding("MOU")serves as an agreement between the City of Cupertino ("City") and the Santa Clara County Fire Department("SCCFD")(collectively, the "Parties")for SCCFD to provide fire safety, injury prevention, and emergency preparedness programs,meetings, and trainings to the Cupertino community. RECITALS The following recitals are a substantive portion of this Agreement. WHEREAS, City provides recreational classes and activities to its community residents and other individuals on a quarterly and ongoing basis, and seeks to contract with SCCFD for related services; and, WHEREAS, SCCFD is prepared to offer fire safety, injury prevention, and emergency preparedness programs, meetings, and trainings. NOW, THEREFORE,the Parties hereby agree as follows: 1. Term. This MOU will be effective ,20LI through 30 202-1and can be renewed for an additional five-year term subject to approval from the City of Cupertino's Parks and Recreation Director. 2. Compensation/Payment. This no-cost MOU does not include compensation from City to SCCFD for the scope of services contemplated in light of the public benefit of the services provided. However, in the event that the Parties agree in writing that payment should be provided, final payment made by City to SCCFD shall be based on actual enrollment figures compiled by City. City reserves the right to adjust final invoice(s) based upon adjusted enrollment figures. City does not withhold state or federal income tax but will report the income via Form 1099 after the end of the calendar year. If any payment does occur, SCCFD shall submit to City a properly completed Form W-9 each year before any payment shall be made for services. It is the SCCFD's responsibility to report any earnings for tax purposes. 3. Termination/Cancellation of MOU. City and/or SCCFD may terminate this MOU at any time with or without cause upon seven days written notice. The MOU may also be terminated should enrollment be insufficient, or should funds or facilities become unavailable, or should the SCCFD not perform the services herein to the satisfaction of City. City shall not be liable for compensation of SCCFD for the remainder of the MOU should it be cancelled. SCCFD shall complete the services herein described or forfeit the right to claim any part of the compensation to which he/she would otherwise be entitled under this MOU. 1 of 4 MOU between City of Cupertino and the Santa Clara County Fire Department for Fire Safety Training and Emergency Preparedness Programs 4. Scope of Work and SCCFD Responsibilities: a. SCCFD agrees to perform the following services: Fire safety, injury prevention and emergency preparedness programs,meetings and trainings for youth and adults. Specific class description(s),date(s), time(s), and fee(s) for classes offered by SCCFD and/or their employees shall be coordinated and mutually agreed upon with the Parks and Recreation Department staff person administering the program on a per quarter basis. b. SCCFD shall acquire,repair,and maintain at its sole cost and expense such equipment as SCCFD needs for the conduct of the aforesaid services.The means by which SCCFD shall accomplish the performance of this work shall be under the sole control of SCCFD. c. SCCFD shall have the sole responsibility for hiring, supervising, evaluating, terminating and/or dismissing its employees according to the terms and conditions of its employment contracts,its employment policies and procedures, and any other document containing the terms and conditions of employment. d. SCCFD shall require any employee instructing City programs to have fingerprint clearance prior to commencing classes with City, and SCCFD will serve as the authorized account holder and Custodian of Records with the Department of Justice. SCCFD will also maintain records, and, for those SCCFD employees instructing City programs, will provide verification to City that its instructors have current,negative Tuberculosis Test results within the past four years. 5. Ci!y Responsibilities. City shall provide the following administrative services to SCCFD,unless the MOU is terminated as set forth in Section 3 above: a. City shall provide general administrative and programmatic oversight of the SCCFD programs. b. City will provide classroom space for SCCFD programs as mutually agreed upon. c. City shall include program listings for SCCFD in the City's activity guides. 6. Indemnification. SCCFD shall indemnify,hold harmless, and defend City,its City Council,boards and commissions, officers, officials, employees, agents,servants, volunteers, and consultants against and from any and all claims, demands, actions, suits, losses, liability, expenses and costs for any injury, death, or damage to any person or property occurring or arising out of, the performance by SCCFD of services under this MOU, except for loss, injury, or damage caused by the sole and active negligence or willful misconduct of personnel employed by City. 2 of 4 MOU between City of Cupertino and the Santa Clara County Fire Department for Fire Safety Training and Emergency Preparedness Programs 7. Insurance. a. SCCFD agrees to maintain throughout the term of this MOU, at its own expense, general liability insurance with coverage limits of$1,000,000 per occurrence and $2,000,000 aggregate. This insurance shall be endorsed to include the following: (i)the City of Cupertino, its City Council, Officers, Officials, Employees, Agents, Servants, and Volunteers, are covered as additional insureds on SCCFD's general liability policy,with SCCFD providing the required certificate of endorsement to City; and (ii)a written notice to be mailed to City 30 days prior to the effective date of a cancellation or non-renewal of such insurance. b. SCCFD agrees to maintain throughout the term of this MOU, at its own expense, an automobile liability policy covering any auto (including owned,hired, and non- owned autos)with limits no less than$1,000,000 per occurrence for bodily injury and property damage. c. SCCFD agrees to maintain throughout the term of this MOU, at its own expense, a workers' compensation policy as required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. d. SCCFD shall bear sole responsibility for insuring its personal property and contents. 8. Independent Contractor. It is understood that SCCFD is performing such services is considered an independent contractor for City. Nothing contained in this MOU shall create a partnership,joint venture,or employment relationship between SCCFD and City. Neither SCCFD nor City shall be liable, except as otherwise expressly provided for in this MOU, for any obligations or liabilities incurred by the other with respect to workers' compensation. City does not provide Workers' Compensation or Unemployment Insurance for persons performing services as an Independent Contractor. 9. No Assignment. This MOU is not assignable in whole or in part without the express written consent of City. 10. Entire Agreement;Amendment, Severability. This MOU, and any attached exhibits, represent the entire agreement between the Parties. The Parties may only amend this MOU by a written instrument signed by the Parties. 11. Governing Law and Venue. This MOU shall be governed by and construed in accordance with the laws of the State of California. Any action brought relative to any dispute arising under this MOU shall be brought in the Superior Court of California for the County of Santa Clara, which shall be the exclusive venue for any such action. 12. Execution and Counterparts. The parties may execute this MOU in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. The Parties agree that an Electronic Copy or an 3 of 4 MOU between City of Cupertino and the Santa Clara County Fire Department for Fire Safety Training and Emergency Preparedness Programs Electronically Signed version of this MOU is as enforceable as a version executed with an original ink signature. "Electronic Copy"means a copy of an original signed contract saved in Portable Document Format. "Electronically Signed"means a contract that is executed using electronic signature technology approved by SCCFD. 13. Waiver. Failure to require performance of any provision of this MOU is not a waiver of that provision. Any waiver granted by a Party must be in writing, and shall apply to the specific instance expressly stated. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. CITY OF CUPERTINO Dated: ffMilkes,Director of Parks& Recreation Approved as to Form: Dated: M , 20 1 ' Heather M. 'nner, Cupertino City Attorney Santa Clara County Fire Department Dated: 7, 201 Tony Towden,Fire Chief Approved as to Form and Legality: Dated: `�0 ,20 ! ,hristopher R. Cheleden, Lead Deputy County Counsel 4of4 MOU between City of Cupertino and the Santa Clara County Fire Department for Fire Safety Training and Emergency Preparedness Programs