HomeMy WebLinkAboutAgreement A 22-021 with City of San Joaquin.pdf Agreement No. A 22-021
1 Memorandum of Understanding
2
The County of Fresno,through its Sheriff's Office
3
4 and
5 City of San Joaquin
6
7 This Memorandum of Understanding (MOU) is made and entered into this 18th day of January,
8 2022, by and between the County of Fresno, a political subdivision of the State of California
9 ("COUNTY"), through its Sheriffs Office ("Sheriffs Office"), and the City of San Joaquin, a California
10 municipality ("CITY").
11 WHEREAS, CITY desires to have existing and future installed surveillance cameras,
12 equipment, and related infrastructure maintained, installed, and purchased through the Sheriffs
13 Office;
14 WHEREAS, CITY further desires to utilize the COUNTY Sheriff's Office vendor, Hitachi
15 Vantara, LLC, as well as other vendors chosen by COUNTY Sheriffs Office, to participate in the Video
16 Infrastructure Protection Program, ("VIPP") infrastructure build-out projects;
17 WHEREAS, the VIPP is an ongoing Sheriffs program to purchase and install video cameras
18 and related equipment at designated critical infrastructure sites as well as locations in need of an
19 additional public safety presence; and
20 WHEREAS, COUNTY agrees to render such services on the terms and conditions set forth
21 herein.
22 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
23 contained, the parties hereto agree as follows:
24 1. OBLIGATIONS OF THE CITY
25 A. CITY will purchase cameras and related equipment to replace or add on to
26 the City camera network. CITY shall purchase the same cameras currently used for the VI PP
27 project; if the new camera is to be incorporated into the VIPP, then the camera model will be
28 determined and approved by the VIPP project manager. Any deviation from the VIPP-approved
- 1 -
1 camera brand will need written approval from the VIPP project manager. The current approved
2 cameras are AXIS PTZ or Fixed models. The VIPP project manager is Captain Rick Hill (RET).
3 B. CITY will provide City staff to assist with the installation of cameras,
4 wireless radios, and associated equipment if necessary.
5 C. City will participate in planning to transition the CITY'S current wireless
6 system to a fiber backbone, if found to be a feasible option.
7 2. OBLIGATIONS OF THE COUNTY
8 A. County will incorporate 16 existing CITY cameras into the yearly
9 VIPP/Hitachi maintenance agreement already funded by the Sheriffs Office.
10 B. County will provide technical expertise to the CITY to assist them with their
11 current wireless camera network, and ensure that any future upgrades to the system are
12 compatible with the VIPP infrastructure.
13 C. County will purchase cameras as needed for special locations. Newly-added
14 cameras added to the system would be included in the VIPP/Hitachi maintenance agreement.
15 D. COUNTY shall utilize Hitachi Vantara, LLC, and/or other vendors
16 selected by COUNTY for design and implementation.
17 3. COMPENSATION: There shall be no compensation from either party required
18 under this MOU. The parties agree that the public benefit of the cooperation of both parties to
19 benefit the community shall be sufficient consideration for this MOU.
20 4. TERM:
21 The term of this MOU shall be for a period of three (3) years, commencing on the effective
22 date upon execution, through and including the last day of the three year period. This MOU may
23 be extended for two (2) additional consecutive twelve (12) month periods upon written approval of
24 both parties no later than thirty (30) days prior to the first day of the next twelve (12) month
26 extension period. The Sheriff-Coroner or her designee is authorized to execute such written
26 approval on behalf of COUNTY based on CONTRACTOR'S satisfactory performance.
27 5. TERMINATION
28
- 2-
1 A. Non-Allocation of Funds-The terms of this MOU, and the services to be
2 provided hereunder, are contingent on the approval of funds by the appropriating government
3 agency. Should sufficient funds not be allocated, the services provided may be modified, or this
4 MOU terminated, at any time by giving the CITY thirty (30) days advance written notice.
5 B. Breach of Contract- The COUNTY may immediately suspend or terminate this
6 MOU in whole or in part,where in the determination of the COUNTY there is:
7 1) An illegal or improper use of funds;
8 2) A failure to comply with any term of this MOU;
9 3) A substantially incorrect or incomplete report submitted to the COUNTY;
10 4) Improperly performed service.
11 C. Without Cause- Under circumstances other than those set forth above, this
12 MOU may be terminated by either party upon the giving of thirty(30) days advance written notice of
13 an intention to terminate to the other party.
14 6. HOLD HARMLESS: CITY agrees to indemnify, save, hold harmless, and at
15 COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs
16 and expenses (including attomey's fees and costs), damages, liabilities, claims, and losses occurring
17 or resulting to COUNTY in connection with the performance, or failure to perform, by CITY, its officers,
1$ agents, or employees under this MOU, and from any and all costs and expenses (including attorney's
19 fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or
20 corporation who may be injured or damaged by the performance, or failure to perform, of CITY, its
21 officers, agents, or employees under this MOU.
22 The provisions of this Section 6 shall survive termination of this MOU_
23 7. INSURANCE
24 Without limiting the COUNTY's right to obtain indemnification from CITY or any third parties,
25 CITY, at its sole expense, shall maintain in full force and effect, the following insurance policies or a
26 program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint
27 Powers Agreement(JPA) throughout the term of the Agreement:
28 A. Commercial General Llabii�
- 3-
I Commercial General Liability Insurance with limits of not less than Two Million Dollars
2 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00).
3 This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages
4 including completed operations, products liability, contractual liability, Explosion--Collapse-
5 Underground, fire legal liability or any other liability insurance deemed necessary because of the
6 nature of this contract.
7 B. Automobile Liability
8 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
9 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any
10 auto used in connection with this Agreement.
11 C. Worker's Compensation
12 A policy of Worker's Compensation insurance as may be required by the California Labor
13 Code.
14 Additional Requirements Relatinq to Insurance
15 CITY shall obtain endorsements to the Commercial General Liability insurance naming the
16 County of Fresno, its officers, agents, and employees, individually and collectively, as additional
17 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
18 additional insured shall apply as primary insurance and any other insurance, or self-insurance,
19 maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing
20 with insurance provided under CITY's policies herein. This insurance shall not be cancelled or
21 changed without a minimum of thirty (30)days advance written notice given to COUNTY.
22 CITY hereby waives its right to recover from COUNTY, its officers, agents, and employees any
23 amounts paid by the policy of worker's compensation insurance required by this Agreement. CITY is
24 solely responsible to obtain any endorsement to such policy that may be necessary to accomplish
25 such waiver of subrogation, but CITY's waiver of subrogation under this paragraph is effective whether
26 or not CITY obtains such an endorsement.
27 Within Thirty (30) days from the date CITY signs and executes this Agreement, CITY shall
28 provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as
- 4-
I required herein, to the County of Fresno, (Sheriffs VIPP Project Manager, 2200 Fresno Street, Fresno,
2 CA. 93721), stating that such insurance coverage have been obtained and are in full force;that the
3 County of Fresno, its officers, agents and employees will not be responsible for any premiums on the
4 policies; that such Commercial General Liability insurance names the County of Fresno, its officers,
5 agents and employees, individually and collectively, as additional insured, but only insofar as the
6 operations under this Agreement are concerned; that such coverage for additional insured shall apply
7 as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers,
8 agents and employees, shall be excess only and not contributing with insurance provided under CITY's
9 policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty
10 (30) days advance, written notice given to COUNTY.
11 In the event CITY fails to keep in effect at all times insurance coverage as herein provided,the
12 COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon
13 the occurrence of such event.
14 All policies shall be issued by admitted insurers licensed to do business in the State of
15 California, and such insurance shall be purchased from companies possessing a current A.M. Best,
16 Inc. rating of A FSC Vli or better.
17
18 8. NOVICES: The persons and their addresses having authority to give and receive
19 notices under this MOU include the following:
20 COUNTY CITY
COUNTY OF FRESNO CITY OF SAN JOAQUIN
21 Sheriffs VIPP Project Manager City Manager
22 2200 Fresno Street P.O. Box 758
Fresno, CA 93721 San Joaquin, CA 93660
23
24 All notices between COUNTY and CITY provided for or permitted under this MOU must be in
25 writing and delivered either by personal service, by first-class United States mail, by an overnight
26 commercial courier service, or by telephonic facsimile transmission. A notice delivered by personal
27 service is effective upon service to the recipient. A notice delivered by first-class United States mail is
28 effective three COUNTY business days after deposit in the United States mail, postage prepaid,
- 5 -
1 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective
2 one COUNTY business day after deposit with the overnight commercial courier service, delivery fees
3 prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A notice
4 delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if
5 such transmission is completed outside of COUNTY business hours, then such delivery shall be
6 deemed to be effective at the next beginning of a COUNTY business day), provided that the sender
7 maintains a machine record of the completed transmission. For all claims arising out of or related to
8 this MOU, nothing in this section establishes, waives, or modifies any claims presentation requirements
9 or procedures provided by law, including but not limited to the Government Claims Act(Division 3.6 of
10 Title 1 of the Government Code, beginning with section 810).
11 9. AUDITS AND INSPECTIONS: If this MOU exceeds ten thousand dollars
12 ($10,000.00): CITY shall be subject to the examination and audit of the California State Auditor for a
13 period of three (3)years after final payment under contract(Government Code Section 8546.7).
14 10, GOVERNING LAW: Venue for any action arising out of or related to this MOU shall
15 only be in Fresno County, California.
16 The rights and obligations of the parties and all interpretation and performance of this MOU
17 shall be governed in all respects by the laws of the State of California.
18 11. ELECTRONIC SIGNATURE: The parties agree that this MOU may be executed by
19 electronic signature as provided in this section. An "electronic signature" means any symbol or
20 process intended by an individual signing this MOU to represent their signature, including but not
21 limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an
22 electronically scanned and transmitted (for example by PDF document) of a handwritten signature.
23 Each electronic signature affixed or attached to this MOU (1) is deemed equivalent to a valid original
24 handwritten signature of the person signing this MOU for all purposes, including but not limited to
25 evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as
26 the valid original handwritten signature of that person. The provisions of this section satisfy the
27 requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act
28 (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital
- 6 -
1 signature represents that it has undertaken and satisfied the requirements of Government Code
2 section 16.5, subdivision (a), paragraphs(1) through (5), and agrees that each other party may rely
3 upon that representation.This MOU is not conditioned upon the parties conducting the transactions
4 under it by electronic means and either party may sign this MOU with an original handwritten
5 signature.
6 12. ENTIRE AGREEMENT: This MOU constitutes the entire agreement between the CITY
7 and COUNTY with respect to the subject matter hereof and supersedes all previous MOU
8 negotiations, proposals, commitments, writings, advertisements, publications, and understanding of
9 any nature whatsoever unless expressly included in this MOU.
10
11
12
13
14
15
16
17
16
19
20
21
22
23
24
25
26
27
26
- 7-
1 IN WITNESS WHEREOF, the parties hereto have executed this MOU as of the day and
2 year first hereinabove written.
3
4 CITY COUNTY OF FRESNO
5
6 (Aut on d'Sig Bnan Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
7 Jura Hernandez,
8 City of San Joaquin
Print Name & Title
9
P.O. Box 758
10
11 San Joaquin, Ca 93660
Mailing Address
12 ATTEST:
Bernice E. Seidel
13 Clerk of the Board of Supervisors
County of Fresno, State of Califomia
14
15
16 By:
17 Deputy
FOR ACCOUNTING USE ONLY:
18 Fund: 0001
19 Subclass: 10000
20 ORG: 3111-6396; 3111-6225
21 Account: 8300; 7205; 7295
22
23
24
25
26
27
28
-
B-