HomeMy WebLinkAboutAgreement A-23-390 MOU with CAL FIRE and the City of Kingsburg.pdf Agreement No. 23-390
1 MEMORANDUM OF UNDERSTANDING
2 This Memorandum of Understanding ("MOU") is dated August 8, 2023 and is
3 among the California Department of Forestry and Fire Protection, a state government agency of
4 the State of California ("CAL FIRE"), the City of Kingsburg, a municipal corporation of the State
5 of California ("City"), and the County of Fresno, a political subdivision of the State of California
6 ("County"). CAL FIRE, the City, and the County shall also be referred to herein singularly as a
7 "Party" and collectively as "Parties."
8 Recitals
9 A. The County owns and has installed interfaces ("Equipment") at certain locations in the
10 County, as set forth in Exhibit A. This Equipment is utilized for the automatic and instant sharing
11 of dispatch information for the dispatch of fire apparatus;
12 B. CAL FIRE, the City, and the County recognize that providing CAL FIRE and the City a
13 non-exclusive network connection to the Equipment under the terms and conditions of this MOU
14 can allow for automatic and instant sharing of dispatch information that is expected to significantly
15 improve emergency response dispatching accuracy and timeliness for fire-related incidents with
16 respect to the City of Kingsburg ("Kingsburg");
17 C. The Parties now desire to enter into this MOU so that the County allows CAL FIRE a non-
18 exclusive network access to the Equipment for CAL FIRE's emergency dispatching service needs
19 with respect to Kingsburg's Fire Department, provided however, if CAL FIRE is unable to perform
20 such dispatching, the parties desire for the County to allow the City a non-exclusive network
21 access to the Equipment for City's emergency dispatching service needs with respect to
22 Kingsburg's Fire Department;
23 D. Now, therefore, in consideration of the mutual covenants and conditions herein set forth,
24 the County, the City, and CAL FIRE agree as follows:
25 Article 1
26 Responsibilities
27 1.1 CAL FIRE's Responsibilities. CAL FIRE shall perform all of the services of CAL FIRE
28 provided in Exhibit A to this MOU, titled "Scope of Services."
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1 1.2 The City's Responsibilities. The City shall perform all of the services of the City as
2 provided in Exhibit A to this MOU.
3 1.3 The County's Responsibilities. The County shall perform all of the services of the
4 County provided in Exhibit A to this MOU.
5 1.4 Representation. Each Party represents that it is qualified, ready, willing, and able to
6 perform all of its respective services provided in this Agreement.
7 1.5 Compliance with Laws. CAL FIRE and City shall each, at its own cost, comply with
8 all applicable federal, state, and local laws and regulations in the performance of its respective
9 obligations under this Agreement, including but not limited to workers compensation, labor, and
10 confidentiality laws and regulations.
11 Article 2
12 County's ownership of the Equipment; Access to the Equipment
13 2.1 Notwithstanding anything to the contrary in this MOU, (a) the County is the sole and
14 exclusive owner of the Equipment, and CAL FIRE and the City shall have only those rights,
15 expressly granted herein by the County solely to CAL FIRE or the City, respectively, for network
16 access to the Equipment for CAL FIRE's or the City's respective provision of services under
17 Exhibit A of this MOU, (b) CAL FIRE shall have a non-exclusive network access to the Equipment
18 for CAL FIRE's emergency dispatching service needs with respect to Kingsburg's Fire
19 Department under the terms and conditions of this MOU, provided however, if CAL FIRE is unable
20 to perform dispatching stated herein, City shall have a non-exclusive network access to the
21 Equipment for City's emergency dispatching service needs with respect to Kingsburg's Fire
22 Department under the terms and conditions of this MOU, (c) CAL FIRE and the City shall each
23 use the Equipment under the terms and conditions of this MOU only in a careful and proper
24 manner that is consistent with the manufacturer's specifications for use of the Equipment, and
25 does not void any warranties of the County with respect to the Equipment, (d) CAL FIRE and the
26 City shall not interfere with the County's or any other user's use of the Equipment, (e) CAL FIRE
27 and the City shall each immediate report to County any damage or destruction to or loss of the
28 Equipment, or any part thereof, of which CAL FIRE or the City is aware, and (f)the County makes
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1 no warranties, express or implied, as to any matter whatsoever, including, without limitation, the
2 condition of the Equipment, its design, its capacity, its performance, its material, its workmanship,
3 its fitness for any particular purpose, or that it will meet the requirements of CAL FIRE or the City,
4 it being understood that CAL FIRE and the City are responsible for inspecting the Equipment and
5 being satisfied that the Equipment meets CAL FIRE's and the City's needs for the purposes of
6 this MOU.
7 Article 3
8 No Monetary Consideration
9 3.1 There is no monetary consideration for this Agreement. The Parties agree that the
10 mutual promises hereunder shall suffice as consideration.
11 Article 4
12 Term of Agreement
13 4.1 Term. This Agreement is effective on the date the Parties sign this Agreement
14 ("Effective Date") and terminates five years from the Effective Date, except as provided in section
15 4.2, "Extension," or Article 6, "Termination and Suspension," below.
16 4.2 Extension. The term of this Agreement may be extended for no more than one, five-
17 year period only upon written approval of both parties at least 30 days before the first day of the
18 next five-year extension period. The Director of Internal Services/Chief Information Officer or his
19 or her designee is authorized to sign the written approval on behalf of the County. The extension
20 of this Agreement by the County is not a waiver or compromise of any default or breach of this
21 Agreement by CAL FIRE or the City, as applicable, existing at the time of the extension whether
22 or not known to the County.
23 Article 5
24 Notices
25 5.1 Contact Information. The persons and their addresses having authority to give and
26 receive notices provided for or permitted under this Agreement include the following:
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For the County:
28 Director of Internal Services/Chief Information Officer
County of Fresno
3
1 333 W. Pontiac Way
Clovis, CA 93612 isdcontractsp
3 For CAL FIRE:
Attn: Fire Chief
4 210 S. Academy
Sanger, CA 93657
5 Dustin.nox@nnaoagov
6 For the City:
Attn: Fire Chief
7 1*uo Marion Street
8 operxno@c|tyo/n/ngnour0cagov
5.2 Change of Contact Information. Any party may change the information in section
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5.1 by giving notice as provided in section 5.3.
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5.3 Method of Delivery. Each notice between or among the County, the City, and CAL
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FIRE provided for or permitted under this Agreement must be in writing, state that it is a notice
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provided under this Agreement, and be delivered either by personal service, by first-class United
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Gtabaa mail, by an overnight commercial courier service, or by Portable Document Forn/ac(rur)
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document attachedt ||
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(A) A notice delivered by personal service is effective upon service to the recipient.
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(B) A notice delivered by first-class United States mail is effective three County
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business days after deposit in the United States mail, postage prepaid, addressed to the
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recipient.
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(C)A notice delivered by on overnight commercial courier service is effective one
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County business day after deposit with the overnight commercial courier service, delivery
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fees prepaid, with delivery instructions given for next day dm|ivery, addressed to the
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recipient.
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(0)A notice delivered by telephonic facsimile transmission or by POF document
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attached toanemail ia effective when transmission tothe recipient ia completed (but. if
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such transmission is oonnp|ebad outside of County business houro, then such delivery is
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deemed to be effective at the next beginning of a County business day), provided that the
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sender maintains e machine record of the completed transmission.
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1 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
2 nothing in this Agreement establishes, waives, or modifies any claims presentation
3 requirements or procedures provided by law, including the Government Claims Act(Division 3.6
4 of Title 1 of the Government Code, beginning with section 810).
5 Article 6
6 Termination and Suspension
7 6.1 Termination for Breach.
8 (A) Upon determining that a breach (as defined in paragraph (C) below) has occurred,
9 the County may give written notice of the breach to CAL FIRE and/or the City, as
10 applicable. The written notice must provide at least 30 days for CAL FIRE and/or the City,
11 as applicable, to cure the breach.
12 (B) If CAL FIRE, or the City, as applicable, fails to cure its breach to the County's
13 satisfaction within the time stated in the written notice, the County may terminate this
14 Agreement immediately with that respective Party, as applicable, or both such parties.
15 (C) For purposes of this section, a breach occurs when, in the determination of the
16 County, CAL FIRE or the City, as applicable, has:
17 (1) Failed to comply with any part of this Agreement;
18 (2) Submitted a substantially incorrect or incomplete report to the County; or
19 (3) Improperly performed any of its obligations under this Agreement.
20 6.2 Termination without Cause. In circumstances other than those set forth above, the
21 County may terminate this Agreement by giving at least 60 days advance written notice to CAL
22 FIRE and the City. Upon termination or expiration of this Agreement, the County shall cease the
23 connection of CAL FIRE's and the City's access to the Equipment.
24 6.3 No Penalty or Further Obligation. Any termination of this Agreement by the County
25 under this Article 6 is without penalty to or further obligation of the County.
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1 Article 7
2 Independent Contractor
3 7.1 Status. In performing under this Agreement, CAL FIRE or the City, as applicable,
4 including its officers, agents, employees, and volunteers, is at all times acting and performing as
5 an independent contractor, in an independent capacity, and not as an officer, agent, servant,
6 employee,joint venturer, partner, or associate of the County.
7 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
8 manner or method of CAL FIRE or the City's performance under this Agreement, but the County
9 may verify that CAL FIRE or the City, as applicable, is performing according to the terms of this
10 Agreement.
11 7.3 Benefits. Because of its status as an independent contractor, CAL FIRE and the City,
12 respectively, have no right to employment rights or benefits available to County employees. CAL
13 FIRE and the City, respectively, are solely responsible for providing to their own employees all
14 employee benefits required by law. CAL FIRE, and the City, respectively, shall save the County
15 harmless from all matters relating to the payment of CAL FIRE's and the City's, respectively,
16 employees, including compliance with Social Security withholding and all related regulations.
17 7.4 Services to Others. The parties acknowledge that, during the term of this Agreement,
18 CAL FIRE and the City may provide services to others unrelated to the County.
19 Article 8
20 Indemnity and Defense
21 8.1 Indemnity. CAL FIRE shall indemnify and hold harmless and defend the County and
22 the City(including their respective officers, agents, employees, and volunteers)against all claims,
23 demands, injuries, damages, costs, expenses(including attorney fees and costs),fines, penalties,
24 and liabilities of any kind to the County, the City, CAL FIRE, or any third party that arise from or
25 relate to the performance or failure to perform by CAL FIRE (or any of its officers, agents,
26 subcontractors, or employees) under this Agreement. The County and the City may conduct or
27 participate in its own defense without affecting CAL FIRE's obligation to indemnify and hold
28 harmless or defend the County and the City.
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1 8.2 The City shall indemnify and hold harmless and defend the County and CAL FIRE
2 (including their respective officers, agents, employees, and volunteers) against all claims,
3 demands, injuries,damages, costs, expenses(including attorney fees and costs),fines, penalties,
4 and liabilities of any kind to the County, CAL FIRE, the City, or any third party that arise from or
5 relate to the performance or failure to perform by the City (or any of its officers, agents,
6 subcontractors, or employees) under this Agreement. The County and CAL FIRE may conduct or
7 participate in its own defense without affecting the City's obligation to indemnify and hold harmless
8 or defend the County and CAL FIRE.
9 8.3 Survival. This Article 8 survives the termination of this Agreement.
10 Article 9
11 Insurance
12 9.1 CAL FIRE and the City shall comply with all the insurance requirements in Exhibit C
13 to this Agreement.
14 Article 10
15 Inspections, Audits, and Public Records
16 10.1 Inspection of Documents.CAL FIRE and the City shall make available to the County,
17 and the County may examine at any time during business hours and as often as the County
18 deems necessary, all of CAL FIRE's and the City's records and data with respect to the matters
19 covered by this Agreement, excluding attorney-client privileged communications. CAL FIRE and
20 the City shall, upon request by the County, permit the County to audit and inspect all of such
21 records and data to ensure CAL FIRE's and the City's compliance with the terms of this
22 Agreement.
23 10.2 Public Records. The County is not limited in any manner with respect to its public
24 disclosure of this Agreement or any record or data that CAL FIRE and the City may provide to the
25 County. The County's public disclosure of this Agreement or any record or data that CAL FIRE
26 and the City may provide to the County may include but is not limited to the following:
27 (A) The County may voluntarily, or upon request by any member of the public or
28 governmental agency, disclose this Agreement to the public or such governmental agency
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I (B) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose to the public or such governmental agency any record or
3 data that CAL FIRE and the City may provide to the County, unless such disclosure is
4 prohibited by court order.
5 (C)This Agreement, and any record or data that CAL FIRE and the City may provide
6 to the County, is subject to public disclosure under the Ralph M. Brown Act (California
7 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
8 (D)This Agreement, and any record or data that CAL FIRE and the City may provide
9 to the County, is subject to public disclosure as a public record under the California Public
10 Records Act(California Government Code, Title 1, Division 10, Chapter 3, beginning with
11 section 7920.200) ("CPRA").
12 (E) This Agreement, and any record or data that CAL FIRE and the City may provide
13 to the County, is subject to public disclosure as information concerning the conduct of the
14 people's business of the State of California under California Constitution, Article 1, section
15 3, subdivision (b).
16 (F) Any marking of confidentiality or restricted access upon or otherwise made with
17 respect to any record or data that CAL FIRE and the City may provide to the County shall
18 be disregarded and have no effect on the County's right or duty to disclose to the public
19 or governmental agency any such record or data.
20 10.3 Public Records Act Requests. If the County receives a written or oral request under
21 the CPRA to publicly disclose any record that is in CAL FIRE's and/or the City's, possession or
22 control, and which the County has a right, under any provision of this Agreement or applicable
23 law, to possess or control, then the County may demand, in writing, that CAL FIRE and/or the
24 City, as applicable, deliver to the County, for purposes of public disclosure, the requested records
25 that may be in the possession or control of CAL FIRE and/or the City, as applicable. Within five
26 business days after the County's demand to CAL FIRE and/or the CITY, CAL FIRE and/or the
27 City, as applicable, shall (a) deliver to the County all of the requested records that are in CAL
28 FIRE's or the City's possession or control, as applicable, together with a written statement that
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1 CAL FIRE or the City, as applicable, after conducting a diligent search, has produced all requested
2 records that are in CAL FIRE's or the City's possession or control, as applicable, or(b) provide to
3 the County a written statement that CAL FIRE or the City, as applicable, after conducting a diligent
4 search, does not possess or control any of the requested records. CAL FIRE and the City, as
5 applicable, shall cooperate with the County with respect to any County demand for such records.
6 If CAL FIRE or the City wish to assert that any specific record or data is exempt from disclosure
7 under the CPRA or other applicable law, it must deliver the record or data to the County and
8 assert the exemption by citation to specific legal authority within the written statement that it
9 provides to the County under this section. CAL FIRE and/or the City's assertion of any exemption
10 from disclosure is not binding on the County, but the County will give at least 10 days' advance
11 written notice to CAL FIRE or the City, as applicable, before disclosing any record subject to CAL
12 FIRE or the City's assertion of exemption from disclosure, as applicable. CAL FIRE and/or the
13 City, respectively, shall indemnify the County for any court-ordered award of costs or attorney's
14 fees under the CPRA that results from the respective Party's delay, claim of exemption, failure to
15 produce any such records, or failure to cooperate with the County with respect to any County
16 demand for any such records.
17 Article 11
18 Disclosure of Self-Dealing Transactions
19 11.1 Applicability. This Article 11 applies if CAL FIRE is operating as a corporation, or
20 changes its status to operate as a corporation.
21 11.2 Duty to Disclose. If any member of CAL FIRE's board of directors is party to a self-
22 dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-
23 Dealing Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
24 County before commencing the transaction or immediately after.
25 11.3 Definition. "Self-dealing transaction" means a transaction to which CAL FIRE is a
26 party and in which one or more of its directors, as an individual, has a material financial interest.
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1 Article 12
2 General Terms
3 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. CAL FIRE and the City acknowledge that County employees have no authority to
6 modify this Agreement except as expressly provided in this Agreement.
7 12.2 Non-Assignment. No party may assign its rights or delegate its obligations under this
8 Agreement without the prior written consent of the other parties.
9 12.3 Governing Law. The laws of the State of California govern all matters arising from or
10 related to this Agreement.
11 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno County,
12 California. CAL FIRE and the City consent to California jurisdiction for actions arising from or
13 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
14 brought and maintained in Fresno County.
15 12.5 Construction. The final form of this Agreement is the result of the parties' combined
16 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be ambiguous,
17 that ambiguity shall not be resolved by construing the terms of this Agreement against either party.
18 12.6 Days. Unless otherwise specified, "days" means calendar days.
19 12.7 Headings.The headings and section titles in this Agreement are for convenience only
20 and are not part of this Agreement.
21 12.8 Severability. If anything in this Agreement is found by a court of competent jurisdiction
22 to be unlawful or otherwise unenforceable, the balance of this Agreement remains in effect, and
23 the parties shall make best efforts to replace the unlawful or unenforceable part of this Agreement
24 with lawful and enforceable terms intended to accomplish the parties' original intent.
25 12.9 Nondiscrimination. During the performance of this Agreement, CAL FIRE and the
26 City shall not unlawfully discriminate against any employee or applicant for employment, or
27 recipient of services, because of race, religious creed, color, national origin, ancestry, physical
28 disability, mental disability, medical condition, genetic information, marital status, sex, gender,
10
1 gender identity, gender expression, age, sexual orientation, military status or veteran status
2 pursuant to all applicable State of California and federal statutes and regulation.
3 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
4 of CAL FIRE or the City under this Agreement on any one or more occasions is not a waiver of
5 performance of any continuing or other obligation of CAL FIRE or the City and does not prohibit
6 enforcement by the County of any obligation on any other occasion.
7 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
8 between CAL FIRE,the City, and the County with respect to the subject matter of this Agreement,
9 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
10 publications, and understandings of any nature unless those things are expressly included in this
11 Agreement. If there is any inconsistency between the terms of this Agreement without its exhibits
12 and the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to
13 the terms of this Agreement without its exhibits, and then to the terms of the exhibits.
14 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to create
15 any rights or obligations for any person or entity except for the Parties.
16 12.13 Authorized Signature. CAL FIRE and the City, each, represent and warrant to the
17 County that:
18 (A) CAL FIRE and the City are duly authorized and empowered to sign and perform
19 its obligations under this Agreement.
20 (B) The individual signing this Agreement on behalf of CAL FIRE is duly authorized to
21 do so and his or her signature on this Agreement legally binds CAL FIRE to the terms of
22 this Agreement.
23 (C)The individual signing this Agreement on behalf of the City is duly authorized to do
24 so and his or her signature on this Agreement legally binds the City to the terms of this
25 Agreement.
26 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
27 electronic signature as provided in this section.
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1 (A) An "electronic signature" means any symbol or process intended by an individual
2 signing this Agreement to represent their signature, including but not limited to(1) a digital
3 signature; (2) a faxed version of an original handwritten signature; or (3) an electronically
4 scanned and transmitted (for example by PDF document) version of an original
5 handwritten signature.
6 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
7 equivalent to a valid original handwritten signature of the person signing this Agreement
8 for all purposes, including but not limited to evidentiary proof in any administrative or
9 judicial proceeding, and(2) has the same force and effect as the valid original handwritten
10 signature of that person.
11 (C)The provisions of this section satisfy the requirements of Civil Code section 1633.5,
12 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2,
13 Title 2.5, beginning with section 1633.1).
14 (D) Each party using a digital signature represents that it has undertaken and satisfied
15 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
16 through (5), and agrees that each other party may rely upon that representation.
17 (E) This Agreement is not conditioned upon the parties conducting the transactions
18 under it by electronic means and either party may sign this Agreement with an original
19 handwritten signature.
20 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
21 original, and all of which together constitute this Agreement.
22 [SIGNATURE PAGE FOLLOWS]
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I The parties are signing this Agreement on the date stated in the introductory clause.
2
CALIFORNIA DEPARTMENT OF FORESTY COUNTY OF FRESNO
3 AND FIRE PROTECTION
4 � il(Jun 21,2023 17:49 EDT)
5 Dustin Hail, Fresno Kings Unit Chief S Qu) t C o, irman of the Board of
6 210 S. Academy SiQ!,rVAok.QfjWe County of Fresno
Sanger, CA 93657 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 CITY OF KINGSBURG County of Fresno, State of California
9 bA&4W'n pefkz"w
Daniel C.Perkins(Jun 21,2023 14:04 PDT) By: Pir'�
10 Daniel C. Perkins Deputy
11 1460 Marion Street
Kingsburg, CA 93631
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15 For accounting use only:
16 Org No.: 8905
Account No.: 7304
17 Fund No.: 1020
Subclass No.: 10000
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Exhibit A
1 Responsibilities of the Parties
2 A. RESPONSIBILITIES OF CAL FIRE
1. CAL FIRE shall provide dispatching services with respect to fire-related incidents
3 for the Kingsburg Fire Department.
4 2, CAL FIRE shall provide access to dispatch center for equipment testing,as needed
3. CAL FIRE shall maintain their own IP Remote interface equipment that connects
5 their dispatch console system to, and is compatible with, the Equipment for
dispatch services for the Kingsburg Fire Department.
6
7 B. RESPONSIBILITIES OF THE CITY
1. The City shall allow the below-listed Equipment be placed and operated at a City
8 facility for the full term of this Agreement.
2. The City shall allow the County and CAL FIRE access to such Equipment as
9 necessary to perform system update and repairs.
3. In the event that CAL FIRE is unable to provide dispatch services for the
10 Kingsburg Fire Department, as stated in Section A.1 of this Exhibit, CAL FIRE
11 shall give both the City and the County at least ten (10) day's advance notice of
the termination of its participation in the MOU, and the City thereupon shall
12 assume all of CAL FIRE's responsibilities under the MOU and take over all of
CAL FIRE's dispatching services with respect to fire-related incidents for the City
13 of Kingsburg Fire Department.
14
15 C. EQUIPMENT LIST
1. The County shall provide one (1) Cisco 48 port switch (interface) located at the
16 County of Fresno, Plaza Building, 2220 Tulare St, Fresno, CA 93721.
2. The County shall provide one (1) Cisco 48 port switch (interface) located at the
17 Kingsburg Fire Department, 1460 Marion St, Kingsburg, CA 93631.
18
D. RESPONSIBILITIES OF THE COUNTY
19 1. The County shall provide the above-mentioned Equipment to CAL FIRE, or the
City, as applicable.
20 2. The County shall provide access, as reasonably needed by CAL FIRE or the City,
as applicable,to the Equipment to allow CAL FIRE or the City, as applicable, each,
21 non-exclusive access to the network for CAL FIRE's or the City's performance of
22 its services under this MOU.
3. The County shall maintain Equipment, consistent with the standard that the County
23 establishes for its own use of the Equipment, to provide proper dispatch operations
by CAL FIRE, or the City, respectively, under the terms and conditions of this MOU.
24 4. The County shall provide all necessary work, repairs, and upgrades to the
Equipment, consistent with the standard that the County establishes for its own
25 use of the Equipment, during the hours of 7:00 am to 4:00 pm, Monday through
26 Friday, excluding County holidays.
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A-1
Exhibit B
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A self-
dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name,job title(if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
B-1
Exhibit B
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code§6233 (a)
(6)Authorized Signature
Signature: Date:
B-2
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the right to obtain indemnification of each Party from the other or any third parties,
the County, the City, and CAL FIRE shall maintain in full force and effect the following insurance
policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of
Two Million Dollars ($2,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. CAL FIRE and the City shall obtain an endorsement
to this policy naming the County of Fresno, its officers, agents, employees,and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under CAL FIRE's policy.
(B) Automobile Liability.Automobile liability insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage
must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence for bodily injury and for disease.
If CAL FIRE or the City are governmental entities,they may satisfy the policy requirements above
through a program of self-insurance, including an insurance pooling arrangement orjoint exercise
of powers agreement.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after CAL FIRE signs this Agreement, and at
any time during the term of this Agreement as requested by the County's Risk Manager
or the County Administrative Office, CAL FIRE shall deliver, or cause its broker or producer
to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno,
California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or email to
the person identified to receive notices under this Agreement, certificates of insurance and
endorsements for all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) CAL FIRE
and the City have waived their right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy required
by this Agreement and that waiver does not invalidate the insurance policy.
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Exhibit C
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under CAL FIRE
and the City's policies.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, CAL FIRE and the City shall provide to the County, or ensure that the policy
requires the insurer to provide to the County, written notice of any cancellation or change
in the policy as required in this paragraph. For cancellation of the policy for nonpayment
of premium, CAL FIRE and the City shall, or shall cause the insurer to, provide written
notice to the County not less than 10 days in advance of cancellation. For cancellation of
the policy for any other reason, and for any other change to the policy, CAL FIRE and the
City shall, or shall cause the insurer to, provide written notice to the County not less than
30 days in advance of cancellation or change. The County in its sole discretion may
determine that the failure of CAL FIRE or the City or its insurer to timely provide a written
notice required by this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If CAL FIRE or the City. Individually, have
or obtain insurance with broader coverage, higher limits, or both, than what is required
under this Agreement, then the County requires and is entitled to the broader coverage,
higher limits, or both. To that end, CAL FIRE and the City shall deliver, or cause its broker
or producer to deliver, to the County's Risk Manager certificates of insurance and
endorsements for all of the coverages that have such broader coverage, higher limits, or
both, as required under this Agreement.
(E) Waiver of Subrogation. CAL FIRE and the City, each, waive any right to recover from
the County, its officers, agents, employees, and volunteers any amounts paid under the
policy of worker's compensation insurance required by this Agreement. CAL FIRE and the
City, individually, are solely responsible to obtain any policy endorsement that may be
necessary to accomplish that waiver, but CAL FIRE's and the City's waiver of subrogation
under this paragraph is effective whether or not CAL FIRE or the City obtain such an
endorsement.
(F) County's Remedy for CAL FIRE's or the City's Failure to Maintain. If CAL FIRE or the
City fail to keep in effect at all times any insurance coverage required under this
Agreement, the County may, in addition to any other remedies it may have, suspend or
terminate this Agreement upon the occurrence of that failure, or purchase such insurance
coverage, and charge the cost of that coverage to CAL FIRE or the City. The County may
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Exhibit C
offset such charges against any amounts owed by the County to CAL FIRE and the City
under this Agreement.
(G)Subcontractors. CAL FIRE and the City, each, shall require and verify that all
subcontractors used by CAL FIRE or the City to provide services under this Agreement
maintain insurance meeting all insurance requirements provided in this Agreement. This
paragraph does not authorize CAL FIRE or the City to provide services under this
Agreement using subcontractors.
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