MEMORANDUM OF UNDERSTANDING
Between
City of Merced and City of Los Banos
For Joint Thermal Imaging Camera Purchase
Through the 2023 Assistance to Firefighters Grant
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into by and between the City of Merced, (hereinafter "Merced Fire Department"), and the City of Los Banos, (hereinafter "Los Banos Fire Department"), individually referred to as "Party" and collectively as "Parties," for the purposes set forth below.
RECITALS
WHEREAS, the Merced Fire Department and the Los Banos Fire Department are committed to working together in providing the best emergency services across the urban population of the County of Merced; and
WHEREAS, the Parties recognize and agree that decreasing costs and improving interoperability help achieve better services; and
WHEREAS, Merced Fire Department desires to submit an application for Fiscal Year 2023 Assistance to Firefighters Grant ("AFG") Program ("Regional Application") for funding, issued by the U.S. Department of Homeland Security, Federal Emergency Management Agency, and Grant Programs Directorate (collectively referred to as "Grantor"), on behalf of itself and Los Banos Fire Department to purchase self-contained breathing apparatus ("TIC") and other supportive equipment for joint department use; and WHEREAS, Merced Fire Department shall be known as the "Lead Agency" that applies for the AFG, and Los Banos Department shall be known as the "Partner Agency" to benefit under the AFG; and
WHEREAS, an MOU between the Lead Agency and the Partner Agency must be executed and included within the Regional Application for consideration by Grantor.
NOW, THEREFORE, in consideration of the promises and mutual agreements herein, the Lead Agency and the Partner Agency agree as follows:
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AGREEMENT
OBJECTIVE OF MOU
The primary objective of this MOU is to establish a purchasing group ("Purchasing Committee") for the purpose of replacing thermal imaging cameras (TICs) that are at the end of their service life. The Purchasing Committee will obtain the following:
2023 AFG TIC Grant Count
Dept Cost (including 8.25% tax) Total Agency
Camera Chargers Batteries Accessories Portion 10%
Merced
Fire
Los Banos
Fire
The formation of the Purchasing Committee will achieve critical benefits, such as improved interoperability, increased purchasing power that will lower the unit pricing, better customer support from the manufacturer, and a thorough evaluation of the units in the marketplace. Most importantly, long-term benefits will be the support that the Lead Agency provides to the Partner Agency in servicing units and reducing duplication of equipment.
2. OBJECTIVE OF REGIONAL AFG TIC PURCHASE
The primary objective of the AFG TIC purchase is to increase the Central Valley's regional interoperability and to enhance the local capabilities of each community, therefore enhancing national capabilities.
RESPONSIBILITIES OF THE PARTIES
The Lead Agency agrees to submit the Regional Application for the AFG, to manage the funds from the grant award, to ensure that a competitive and fair purchasing process is followed, and to initiate the purchase with the vendor after receiving direction from the Purchasing Committee.
The Lead Agency further agrees to:
• Provide funding for ten percent (10%) (agency match) of the matching cost for equipment to be purchased.
• Oversee the grant implantation and coordinate with the Grantor. • Act as the fiscal agent for the grant to:
• Invoice Partner Agency for cost share of equipment.
2 X: Agreements\Fire\2024 MOU with City of Los Banos for 2023 Assistance to Firefighters Grant-TIC.docx • Arrange payment to vendor.
• Prepare and submit fiscal and program reports for Grantor. • Audit and track grant funds and deliverables.
• Manage grant activities, including but not limited to, project and fiscal reports for Grantor.
• Coordinate with the Partner Agency throughout the grant term. • Receive input from the Partner Agency before making the final determinations of TIC equipment to be ordered.
• Coordinate procurement of the TIC equipment and make final procurement decisions.
• Procure the TIC equipment in compliance with local and federal procurement laws, policies, and requirements.
• Deliver the TIC equipment to Partner Agency.
• Maintain documentation of any changes to the award and/or distribution, compared to the original application.
• Ensure payment and compliance of all partners included in the grant. • Ensure that all other activities conducted under this MOU comply with the applicable terms of this MOU, the Notice of Funding Opportunity ("NOFO"), grant award agreement, federal regulations, laws, and Executive Orders.
The Partner Agency agrees to collaborate with the Lead Agency on a Purchasing Committee that shall be tasked to evaluate different TIC manufacturers, equipment pricing, and more. The purpose of the Purchasing Committee is to reach a consensus on which vendor receives the winning bid.
The Partner Agency agrees to:
• Provide a required cash match in the amount of ten percent (10%) of the total cost of its requested items as detailed in the Regional Application, and as required under the regional AFG program guidelines.
• Pay the required cash match within thirty (30) days after receipt of an invoice from the Lead Agency, in advance of equipment procurement.
3 X: Agreements/Fire\2024WOU with City of Los Banos for 2023 Assistance to Firefighters Grant-TIC.docx •
• In the event of a reduced award, accept the reduced amount and provide a ten percent (10%) cash match on the total reduced award amount of its approved items.
• Provide the following assigned liaison(s):
• Project Lead: Primary point of contact responsible for TIC equipment. • Fiscal Lead: Contact responsible for accounting, fiscal reporting, and payments.
• Promptly provide any additional documentation to Lead Agency, as requested and as necessary in connection with the AFG.
• Ensure all documents demonstrating programmatic completion are completed in a timely manner, are accurate, and forwarded to the designated Lead Agency contact.
• Maintain all TIC equipment and grant records, files, and supporting documentation in the event of an audit for three (3) years after the official closeout. • Ensure that all activities comply with all applicable terms of this MOU, NOFO, grant award agreement, federal regulations, laws, and Executive Orders.
DURATION OF MOU
This MOU will be in effect from the date of signing until either (i) the Parties receive notification that the grant was not successful or (i) the grant is received, and the units have been distributed to each agency. It is expected that all work can, and will, be completed within one (1) year of the grant award.
5. TERMINATION
If a Party wishes to terminate this MOU prior to accepting the grant, the withdrawing Party must provide a written notification to the other Party immediately for consideration due to time restraint. If a Party wishes to terminate this MOU after the grant has been accepted, termination shall be dependent on the restrictions and processes set forth and enforced by FEMA. If termination after grant-acceptance is permitted, the withdrawing Party shall be solely responsible for any and all penalties associated with the withdrawal.
AMENDMENTS
This MOU may be amended at any time only by written agreement executed by both Parties. Such requests will only be approved if the proposed change(s) is/are consistent with the purpose of this MOU and/or achieve the goals set forth in this MOU. 4 X: Agreements\Fire|2024\MOU with City of Los Banos for 2023 Assistance to Firefighters Grant-TIC.docx
HOLD HARMLESS AND INDEMNIFICATION
Each Party to this MOU shall protect, indemnify, and hold harmless the other Party and its officers, agents, and employees from and against all claims, costs, and/or issues whatsoever that arise from actions by such Party or its officers, agents, employees, and/or its subcontractors pursuant to this MOU. Each Party shall defend, at its own expense, all claims, demands, suits, penalties, losses, damages, or costs brought forth, arising out of, or incidental to such Party's execution and performance of, or failure to perform under this MOU.
8. SEVERABILITY
If any section, subsection, sentence, clause, or phrase of this MOU is, for any reason, found to be unconstitutional or otherwise invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions.
9. NOTICES
All notices and payments mailed by regular post (including first class) shall be deemed to have been given on the second (2nd) business day following date of mailing, if properly mailed and addressed. Notices and payments sent via certified or registered mail shall be deemed to have been given on the next day following the date of mailing, if properly mailed and addressed. For all types of mail, the postmarked affixed by the United States Postal Service shall be conclusive evidence of the date of mailing.
Any notice required or permitted under this MOU shall be deemed sufficiently given or served if sent to the Parties at the addresses provided below:
LEAD AGENCY PARTNER AGENCY
Derek Parker Paul Tualla
Fire Chief Fire Chief
Merced Fire Department Los Banos Fire Department
99 E. 16th St. 333 7th St.
Merced, CA 95340 Los Banos, CA 93635
(209) 388-8541 (209) 827-7025
City Manager/City Clerk
City of Merced
678 West 18th St.
Merced, CA 95340
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10. ENTIRE AGREEMENT
This MOU constitutes the entire agreement between the Parties. There are no terms, obligations, covenants, or conditions other than those contained herein. No modifications or amendments of this MOU shall be valid or effective unless evidenced by an agreement in writing signed by all Parties.
11. COMPLIANCE WITH REGULATIONS AND LAWS
The Parties shall comply with all applicable laws, rules, and regulations pertaining to them in connection with the matters covered herein. This MOU shall be deemed to be made and construed in accordance with the laws of the State of California. Jurisdiction and venue for any action arising out of this MOU shall be in Merced County, California.
IN WITNESS WHEREOF, this MOU is executed by each Party on January 16, 2024.
CITY OF MERCED
EIN: 94-6000371
D. Scott McBride, City Manager
ATTEST:
D. SCOTT MCBRIDE, CITY CLERK
By:_
Assistant/Deputy City Clerk
APPROVED AS TO FORM:
CRAIG J. CORNWELL, CITY ATTORNEY
saig Pretoney Da4/24
Craig J. Cornwell, City Attorney
ACCOUNT DATA:
M. VENUS RODRIGUEZ, FINANCE OFFICER
By:_
Verified by Finance Officer
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CITY OF LOS BANOS
City Manager
APPROVED AS TO FORM:
William A. Vaughn, City Attorney
ACKNOWLEDGED BY: ACKNOWLEDGED BY:
MuL
Derek Parker, Merced Fire Chief Paul Tualla, Los Banos Fire Chief 7 X: Agreements\Fire\2024\OU with City of Los Banos for 2023 Assistance to Firefighters Grant-TIC.docx