1 City of Napa
Agreement
No. _______
American Canyon
Fire Protection District
Agreement
No. ______
_
Napa County
Agreement
No. _______
City of Calistoga
Agreement
No.
_______
MEMORANDUM OF UNDERSTANDING
FOR
REGIONAL
GRANT
APPLICATION
S
FROM MULTIPLE
GOVERNMENT AGENCIES
This
Memorandum of Understanding
for
Regional
Grant
Applications
from Multiple
Government Agencies
(
th
is
“
MOU
”) by and between the City of Napa,
a California charter city
("CITY"),
American Canyon
Fire Protection District
,
a
California
special district
(“
AMERICAN
CANYON
”)
,
Napa County, a political subdivision of the State of California (“COUNTY ”
)
, and
City
of Calistoga, a California
c
ity (“Calistoga”)
is effective as of the effective date identified on the signature page
. CITY
,
AMERICAN CANYON
, COUNTY,
and CALISTOGA
may be identified as
“a Party,” or collectively, as “the
Parties
”. The
Parties
are public entities organized and operating
under the laws of the State of California and each is a public agency as defined in California Government Code Section
6500.
RECITALS
A.
T
he CITY
, COUNTY
,
AMERICAN CANYON
,
and CALISTOGA
desire
to
collaborate
on
regional
Grant
applications
to apply for
regional
Grant
s from various governmental agencies
.
These
Grant
applications typically require
a
memorand
um
of understanding
setting forth the terms
of the regional agencies’ cooperation for purposes of securing
and administering
regional
Grant
s.
This MOU
is solely for the purpose of establishing an
administrative
structure to apply for and
administer
multi
-
agency
Grant
s.
If
any
Grant
s are
Award
ed, the
Parties
understand that each
Grant
will have further specific
requirements that will be imposed at that time
, subject to revie
w
and approval by each party
prior to submission of any
Grant
application
.
B
.
The
Parties
, through
the Fire Chiefs of the respective fire departments
or districts
,
are
committed to regional cooperation and coordination
to achieve cost effectiveness, support
regional efficiency and resilience, and benefit more than one local jurisdiction
directly from the
activities implemented with
Grant
funds if
they are
Award
ed
.
C
.
Regional
Grant
activities may
include
but are not limited
to,
vehicle acquisition,
training,
equipment, wellness and fitness
programs
and
personal protective equipment (
PPE
)
a
ctivities.
D
.
None of the
Parties
is
prevented
from
applying on behalf of
its
own organization for any
activity
; however, it cannot be for the same item
as a regional
Grant
and
will be
subject to the
individual
Grant
requirements.
NOW, THEREFORE,
the
CITY
, COUNTY,
AMERICAN CANYON
,
ST. HELENA
, and
CALISTOGA
for the considerations hereinafter set forth, mutually agree as follows :
1. DEFINITIONS.
(a)
Application
: The specific set of forms, documents, and attachments that comprise an ATTACHMENT 1
MEMORANDUM OF UNDERSTANDING
–
REGIONAL GRANT APPLICATIONS
applicant’s submission t
o
a
regional
Grant
opportunity.
(b)
Host Agency
:
Agency to act as host and apply for funding on behalf of itself and any number of other
Participating
Parties
.
(c)
Participating
Parties
:
Parties
to this MOU
seeking a
Grant
Award
directly from an
Award
ing
agency to carry out an activity under a
Grant
program.
(d)
Regional
Grant
:
a
Grant
that is offered by a local, state or federal agency that, if Award
ed,
would provide some type of benefit (either monetary or otherwise) to more than one of the Participating
Parties
.
(e)
Grant
MOU
: A contract between an
Award
ing agency to
Participating
Parties
that sets the
terms and conditions of a
Grant
, including
for
what it can be used.
(f)
Award
: Financial assistance that provides support or stimulation to accomplish a public purpose.
(g)
Cost Sharing or Matching: The portion of project costs not paid by Grant
funds.
2. RIGHT TO TERMINATE
.
Any
P
arty
may terminate this
MOU
for convenience
(with or without cause) by providing written notice of termination to the other
Parties
, effective
upon the date stated in the notice.
Notwithstanding the foregoing, if
a
Grant
MOU
is terminated
by a Party
for any reason,
this
MOU
shall automatically terminate
their
participation only
and
such party
shall be written out
of this MOU
.
3. REGIONAL APPLICATION MANAGEMENT
.
(a)
To apply for a regional
Grant
, a
Host Agency
must be identified
by the
Parties
and
the
Host Agency
must agree, if
Award
ed
the Regional
Grant
, to be responsible for
all aspects of the
Grant
. This includes, but is not limited to cost share,
accountability for the assets, and all reporting requirements in the regional application. The
Host Agency
of the regional application is not considered a pass
-
through entity and may not issue sub
-
Award
s.
(b)
Regional
Grant
A
pplications may only be submitted on behalf of
Parties
that have
consented in writing
to join as a
Participating Party
, in accordance with each
agencies
’
rules and regulations for applying for
Grant
s.
•
The
Host Agency
shall prepare a memo specifying the individual and
mutual responsibilities of the
Host Agency
and
Participating
Parties
, the
host’s, and participants’ level of involvement in the project(s), the Participating
Parties
’ E
mployer Identification Number
, and the proposed
distribution of all
Grant
-
funded assets or contracted services. This memo
shall be reviewed and signed by each
Participating
Parties
Fire Chief prior
to
Grant
submission.
(c)
Purpose
.
This MOU establishes the relationship between the
Participating
Parties
for participation in
R
egional
Grant
p
rograms
and
Regional
Grant
Award
s
in the
event of approval of
each
A
pplication.
Collaboration Between the
Parties
.
The
Parties
agree to the following:
•
Determining
which
P
arty
will serve as the
Host Agency
to submit
a
R
egional
Grant
p
rogram
A
pplication and serve as
Grant
administrator for the
Participating
Parties
in the event of
Award
.
•
Pursuant to the
specific
Grant
program guidelines, all items
approved under the Application will be procured and administered ATTACHMENT 1
MEMORANDUM OF UNDERSTANDING
–
REGIONAL GRANT APPLICATIONS
through the
Host Agency
in event of
Award
.
•
The
Host Agency
will provide accountability for the assets acquired
under the
R
egional
Grant
Award
and provide reporting requirement
deliverables. As such,
Participating
Parties
agree to provide
the
Host Agency
with this information on a timely basis to remain in
compliance with the requirements of the
Grant and the Grant
MOU
.
•
The
Participating
Parties
agree to accept the regional
Grant
program
Award
and accept their respective items as listed in the
Grant
application in the event of approval
, in
accordance
with each
p
arty’s existing
policies and practices
.
•
Any expenditure beyond the
Grant
Award
for
a
party’s
approved
item(s) remain
s
the sole responsibility of that
party
.
•
The
Participating
Parties
agree to allow
the
Host Agency
to procure
and distribute their respective assets if
Award
ed under the regional
Grant
program.
•
The
Participating
Parties
agree to participate in cooperative training
on all equipment procured under the
Regional Grant
Award
as
appropriate. Training will be coordinated through the
Host Agency
.
•
The
Participating
Parties
agree to maintain/repair all items
Award
ed
to them under the Application in accordance with the
manufacturer’s warranty, and to replace the equipment if it becomes inoperable for a period
required
after official closeout of
the
Grant
MOU
.
•
The
Participating
Parties
agree to promptly provide any additional
documentation to
the
Host Agency
as requested, that may be
necessary in connection with the
Grant
.
•
Participating
Parties
agree to promptly return any equipment or
deliverables that are received in error to the
Host Agency
.
•
Each
Participating Party
understands that
all
records created as a
result of participating in the
Regional
Grant
program may be subject
to the public disclosure pursuant to the Public Records Act and shall be responsible for compliance with any public records request served upon it.
•
Each
Participating Party
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 years
from the
termination of this MOU.
4 .
I
NVOICING AND PAYMENT.
The
Participating
Parties
agree to provide the
required
monetary
match for the total cost of their requested items as detailed in the Regional
Grant
A
pplication as required under the
R
egional
Grant
program guidelines. The required match
shall be paid by the
Participating
Parties
upon receipt of an invoice from the
Host Agency
, in
advance of associated procurement.
The cash match will be determined among the parties and based on percentage
of benefit.
In the event of a reduced
Award
, the
Participating
Parties
agree to accept this reduced
amount and provide a cash match on the total reduced
Award
amount of their approved items.
5. MUTUAL
INDEMNIFICATION
.
To the full
est
extent permitted by law,
each
P
arty
will indemnify, hold harmless, release, and defend
the other
Parties
(including
their
officers,
ATTACHMENT 1
MEMORANDUM OF UNDERSTANDING
–
REGIONAL GRANT APPLICATIONS
elected or
appointed officials, employees, volunteers, and agents)
from and against any and all
liability or claims (including actions, demands, damages, injuries, settlements, losses, or costs [including legal costs and attorney's fees]) (collectively, “Liability”) of any nature, arising out of, pertaining to, or relatin
g to
the
indemnifying party’s
acts or omissions under this
MOU
.
The
indemnifying
P
arty’s
indemnification obligations under this
MOU
are not limited by any limitations
of any insurance held by
each
P
ar
ty
, including, but not limited to, workers’ compensation
insurance.
6. NO WAIVER.
The waiver by any of the
Parties
of any breach or violation of any
requirement of this
MOU
shall not be deemed to be a waiver of any such breach in the future, or of the breach of any other requirement of this
MOU
.
7. NOTICES.
All notices required or authorized by this
MOU
shall be in writing and
shall be delivered in person or by deposit in the United States mail, by certified mail, postage prepaid, return receipt requested. Any mailed notice, demand, request, consent, approval,
or
communication that any
P
arty desires to
give to
any other
P
arty shall be addressed to the other
P
arty at the address set forth below. Any
P
arty may change its address by notifying the other
Parties
of the change of address. Any notice sent
by mail in the manner prescribed by this
paragraph shall be deemed to have been received on the date noted on the return receipt or five days following the date of deposit, whichever is earlier .
AMERICAN CANYON
FIRE
PROTECTION
DISTRICT
CIT
Y
OF NAPA
Fire Chief
Fire Chief
911
Donaldson Way East
P.O. Box 660
American Canyon, Ca
94503
Napa, CA 94559
CITY OF
CALISTOGA
Fire Chief
1 232
Washington Street
Calistoga, Ca 94515
COUNTY OF NAPA
Fire Chief
1125 Third Street
Napa, Ca 94559
8. COMPLIANCE WITH LAWS.
In performing any services required under this
MOU
the
Parties
shall observe and comply with all applicable Federal,
State,
and local laws,
ordinances, and codes.
9. AUTHORITY TO CONTRACT.
The
Parties
each
warrant hereby that they are
legally permitted and otherwise have the authority to
enter
and perform this
MOU
.
10. PRIVILEGES
AND IMMUNITIES
.
In accordance with California Government Code
section 6513, all of the privileges and immunities from liability, all exemptions from laws, ordinances and rules, and all pension, relief, disability, workmen’s compensation, and other benefits which apply to
the activity of the trustees, officers, employees or agents of the Parties
when performing their functions within the territorial limits of their respective public agencies, shall apply to them to the same degree and extent while engaged in the performance of any of their ATTACHMENT 1
MEMORANDUM OF UNDERSTANDING
–
REGIONAL GRANT APPLICATIONS
functions and duties associated with performance of this MOU
.
11. THIRD PARTY BENEFICIARIES.
Nothing contained in this
MOU
shall be
construed to create any rights in third
Parties
and
the
Parties
do not intend to create such rights.
12. ATTORNEY'S FEES.
If
any
of the
Parties
commence legal action of any kind or
character to either enforce the provisions of this
MOU
or to obtain damages for breach thereof,
the prevailing party in such litigation shall be entitled to all costs and reasonable attorney's fees incurred in connection with such action.
13. ENTIRETY OF CONTRACT.
This
MOU
constitutes the entire
MOU
between the
Parties
relating to the subject of this
MOU
and supersedes all previous
MOU
s, promises,
representations, understandings and negotiations, whether written or oral, among the Parties
with
respect to the subject matter hereof.
14. SEVERABILITY.
If any term of this
MOU
(including any phrase, provision,
covenant, or condition) is held by a court of competent jurisdiction to be in valid or unenforceable,
this
MOU
will be construed as not containing that term, and the remainder of this MOU
will remain
in full force and effect; provided, however, this section will not be applied to the extent that it would result in a frustration of the
Parties
’ intent under this
MOU
.
1 5
.
COUNTERPARTS
.
This
MOU
may be executed in counterparts, each one of
which is deemed an original, but all of which together constitute a single instrument.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF
,
the
Parties
hereto have executed this
MOU
to be effective on
the Effective Date set forth below.
CITY OF NAPA,
a
California Charter City
:
Steve Potter, City Manager
ATTEST:
Tiffany Carranza, City Clerk
Date:
___________________________
(“Effective Date”)
COUNTERSIGNED:
ATTACHMENT 1
MEMORANDUM OF UNDERSTANDING
–
REGIONAL GRANT APPLICATIONS
Erika Leahy
, City Auditor
APPROVED AS TO FORM:
Michael W. Barrett, City Attorney
NAPA COUNTY,
a political subdivision of the State of California
By:
BELIA RAMOS, Chair Board of Supervisors
APPROVED AS TO FORM
Office of County Counsel
By:
Deputy County Counsel
Date:
PL
No. 102128
APPROVED BY THE NAPA
COUNTY BOARD OF
SUPERVISORS
Date:
Processed By:
Deputy Clerk of the
Board
ATTEST: NEHA HOSKINS
Clerk of the Board of Supervisors
By:____________________
AMERICAN CANYON FIRE PROTECTION DISTRICT
,
a subsidiary special district of the City of American Canyon
By:
Leon Garcia, Chairman, Board of Directors
By:
Geoff Belyea, Fire Chief / District Clerk
APPROVED AS TO FORM:
______________________________________
William D. Ross, District Counsel
CITY OF CALISTOGA
a California city
By:
Laura Snideman, City Manager
By:
ATTACHMENT 1
MEMORANDUM OF UNDERSTANDING
–
REGIONAL GRANT APPLICATIONS
Yudiana Galvan, City Clerk
ATTACHMENT 1