1 MEMORANDUM OF UNDERSTANDING
–
REGIONAL GRANT APPLICATIONS
City of Napa
Agreement No. _______
American Canyon
Fire Protection District
Agreement No. ______
_
Napa County Agreement No. _______
City of Calistoga Agreement No.
_______
City of
St. Helena
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 ”
)
,
City of
Calistoga, a California
c
ity (“Calistoga”)
and City of St. Helena
, a California city (“St. Helena”)
is
effective as of the effective date identified on the signature page . CITY
,
AMERICAN CANYON
,
COUNTY
,
CALISTOGA
and
ST. HELENA
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 s
ection
6500.
RECITALS
A.
T
he CITY
, COUNTY
,
AMERICAN CANYON
,
CALISTOGA
, and ST. HELENA
desire
to
collaborate
on
r
egional
G
rant
a
pplications
to apply for
regional
G
rants 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
G
rants.
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
awarded, the
P
arties understand that each
Grant
will have further specific requirements that will
be imposed at that time
, subject to revie
w
and approval by each
P
arty
prior to submi
ssion of any
G
rant application
.
B
.
The
P
arties
, 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
G
rant
funds if
they are
A
warded
.
C
.
Regional
G
rant activities may
include
but are not limited
to,
vehicle acquisition,
training, equipment, wellness and fitness
,
and
personal protective equipment (
“
PPE
”
)
a
ctivities.
D
.
None of the
P
arties
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
,
CALISTOGA,
and ST.
HELENA
for the considerations hereinafter set forth, mutually agree as follows :
1. DEFINITIONS.
ATTACHMENT 1
2 MEMORANDUM OF UNDERSTA
N
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–
REGIONAL GRANT APPLICATIONS
(a)
Application
: The specific set of forms, documents, and attachments that comprise an 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
A
ward directly from an
A
warding
a
gency 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
Awarded, would provide some type of benefit (either monetary or otherwise) to more than one of the Participating Parties.
(e)
Grant
Agreement
: A
Grant
between an
A
warding
a
gency to
P
articipating
P
arties
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. TERM OF THE AGREEMENT AND
RIGHT TO TERMINATE.
This Agreement
takes effect upon the signature of the Parties and shall remain in effect until mutually modified or terminated. The term of this Agreement shall expire on December 31. 2028
, except that the
obligations of the Parties under paragraph 5 (Mutual Indemnification) shall continue in full force and effect after said expiration date as to the liability for acts and omissions occurring during the term of this Agreement
.
Any
Party
may terminate this
MOU
for convenience (with or without
cause) by provi
ding written notice of termination to the other
Parties
, effective upon the date
stated in the notice.
Notwithstanding the foregoing, if the
Grant
Agreement
is terminated for any reason, this
MOU
as to that
Grant
shall automatically terminate at the same time.
3. REGIONAL APPLICATION MANAGEMENT
.
(a)
To apply for a regional
Grant
, a
H
ost
A
gency
must be identified
by the
P
arties
and must agree, if
A
warded, to be responsible for all aspects of th
at
Grant
. This
includes, but is not limited to cost share, accountability for the assets, and all reporting requirements in the regional application. The H
ost
Agency
of the
regional application is not considered a pass
-
through entity and may not issue
sub
-
A
wards.
(b)
Regional
Grant
A
pplications may only be submitted on behalf of
P
arties that have
consented in writing
to join as a
P
articipating
P
arty, in accordance with each
agenc
y’s
rules and regulations for applying for
Grant
s.
•
The
H
ost
A
gency shall prepare a memo specifying the individual and mutual responsibilities of the
H
ost
Agency
and
P
articipating
Pa
rties, the
h
ost’s, and participants’ level of involvement in the project(s), the P
articipating
P
artie
s’ E
mployer Identification
N
umber
, and the proposed
distribution of all
Grant
-
funded assets or contracted services. This memo
shall be reviewed and signed by each
P
articipating
P
art
y’s
Fire Chief prior
to
Grant
submission.
(c)
Purpose
.
This
MOU
establishes the relationship between the
P
articipating
P
arties
for participation in
r
egional
Grant
p
rograms
and
Regional
Grant
A
wards
in the event of approval of
each
A
pplication.
ATTACHMENT 1
3 MEMORANDUM OF UNDERSTA
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REGIONAL GRANT APPLICATIONS
Collaboration Between the Parties.
The Parties agree to the following:
•
Determining
which
P
arty
will serve as the
H
ost
A
gency to submit
a
R
egional
Grant
program
A
pplication and serve as
Grant
administrator for the
P
articipating
P
arties
in the event of
award.
•
Pursuant to the
specific
Grant
program guidelines, all items
approved under the Application will be procured and administered through the
H
ost
A
gency in event of
A
ward
.
•
The
H
ost
A
gency will provide accountability for the assets
acquired under the
R
egional
Grant
A
ward and provide reporting
requirement deliverables. As such,
P
articipating
P
arties
agree to
provide
the
H
ost
A
gency with this information on a timely basis to
remain in compliance with the requirements of th
e
Grant
and the
Grant Agreement
.
•
The
P
articipating
Parties
agree to accept the regional
Grant
program
Award
and accept their respective items as listed in the
Grant
a
pplication in the event of approval
, in
accordance
with
each
Party
’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
A
warded 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
awarded 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
G
rant
Agreement
.
•
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
P
arties
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
ATTACHMENT 1
4 MEMORANDUM OF UNDERSTA
N
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–
REGIONAL GRANT APPLICATIONS
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 extent permitted by law,
each
P
arty
will
indemnify, hold harmless, release, and defend
the other
P
arties
(including
their
officers, 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 relating
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
arty
, including, but not limited to, workers’
compe
nsation insurance.
6. NO WAIVER.
The waiver by any of the
P
arties 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
Party
may change its address by notifying the other
P
arties 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, C
A
94503
Napa, CA 94559
CITY OF CALISTOGA
CITY OF ST. HELENA
Fire Chief
Fire Chief
1113 Washington Street
1 088 College A
ve
Calistoga,
C
A
94515
St. Helena, CA
94574
COUNTY OF NAPA
Fire Chief
951
California
Napa, C
A
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
P
arties each
warrant hereby that they are
legally permitted and otherwise have the authority to
enter
and perform this
MOU
.
ATTACHMENT 1
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REGIONAL GRANT APPLICATIONS
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 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
P
arties 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
agreement
between the
P
arties 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]
ATTACHMENT 1
6 MEMORANDUM OF UNDERSTA
N
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–
REGIONAL GRANT APPLICATIONS
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:
ERIKA LEAHY
, City Auditor
APPROVED AS TO FORM:
MICHAEL W. BARRETT
, City Attorney
NAPA COUNTY,
a political subdivision of the State of California
By:
JOELLE GALLAGHER
, Chair Board of
Supervisors
APPROVED AS TO FORM
Office of County Counsel
By:
Shana A. Bagley
Deputy County Counsel
Date:
January 9, 2024
[PL No. 102056_5]
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:____________________
ATTACHMENT 1
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REGIONAL GRANT APPLICATIONS
AMERICAN CANYON FIRE PROTECTION DISTRICT
,
a subsidiary special district of the City of American Canyon
By:
LEON GARCIA
, Chair, Board of Directors
By:
GEOFF BELYEA
, Fire Chief / District Clerk
By: ___________________________________
WILLIAM D. ROSS,
District Counsel
CITY OF CALISTOGA
a California city
By:
LAURA SNIDERMAN
,
City Manager
By:
YUDIANA GALVAN, City
Cler
k
CITY OF
ST. HELENA
a California city
By:
ANIL COMELO
, City Manager
By:
CINDY T
ZAFOPOULOS
, City Clerk
ATTACHMENT 1