MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MOU) is made and entered into on , between the Placentia Library District, an independent library district (hereafter "District"), and the City of Placentia a charter city (hereafter "City").
RECITALS
I. The District is receiving grant funds which it will use to purchase a bookmobile vehicle which will set up at different points in the City to expand its ability to provide library services within the community.
II. The District's jurisdictional boundaries are co -terminus with that of the City.
III. The District and the City have historically cooperated with each other in providing services to the community have entered into several agreements that have furthered each other's mission.
IV. By way of this MOU, the parties desire to set forth the terms under which the District's bookmobile service will be provided to the public on City streets.
AGREEMENT
A. DUTIES OF CITY:
• City shall review and provide input on the District's proposed design for the five bookmobile street signs.
• City shall propose and consult with District on five locations to install the five bookmobile street signs.
• Upon approval of the design and locations by the parties, City agrees to purchase and, and install, at City's expense, five street signs at the locations approved by the parties. City agrees to provide routine maintenance of the signs, including removal of graffiti during the Term of this Agreement.
• City agrees to permit the District to provide stationary bookmobile services at various City owned facilities and at the five street sign locations; provided that the bookmobile services do not conflict with any City operations or scheduled City events.
• City agrees to provide routine maintenance and repairs for the bookmobile through the duration of the Term, including replacement of brake pads, tire replacement or repair, wheel alignments as needed, brake and power steering fluid replacement, and replacement of wiper blades. City shall provide District with a summary of all maintenance work performed. The City shall provide limited maintenance on a time and materials basis, which includes a current shop rate of $56.18 for labor. This rate is subject to change on an annual basis. Costs for materials shall be invoiced to the District with no additional markup. Payment for maintenance services provided shall be submitted within 30 days of receipt of a City invoice. District shall pre -schedule any limited maintenance work with the City and shall deliver the bookmobile to the City Yard. District will be responsible for 1705324.1
picking up the bookmobile after maintenance work has been completed during regular City business hours.
B. DUTIES OF DISTRICT:
• Provide and consult with the City on the design for the five bookmobile street signs. • Consult with and provide its approval to the City on the five locations at which the bookmobile signs are to be installed.
• Coordinate all bookmobile events at City facilities with the City and provide a schedule for those times and dates the District anticipates it will be providing services at the five street sign locations.
• If any bookmobile sign is damaged or deteriorates to the point it needs to be replaced, District shall pay for such replacement sign or notify the City it will not pay to replace the sign. If the District does not notify the City it will pay for the replacement sign, the City may remove the sign, if it has not done so already, and has no further obligation to install or maintain a sign at the location the sign is removed.
• The District shall be responsible for maintenance or repair work which is not routine or otherwise covered under City's duties. Examples include repair and maintenance of the bookmobile's power train, electric motor, replacement of batteries, major mechanical components, interior repairs, body damage, etc.
District shall be responsible for scheduling routine maintenance with the City. • The District shall be solely responsible for providing drivers and other personnel to operate the bookmobile and provide bookmobile services in the community. • The District shall defend, indemnify, and hold harmless the City, its elected officials, officers, agents and employees (the "City Indemnitees") at the District's sole expense, from and against any and all claims, actions, suits, or other legal proceedings ("Claims") brought against the City Indemnitees arising out of the District's operation of the bookmobile service, save and except those Claims arising out of the City's active negligence or willful misconduct. • District shall provide the following written reports to the City: (a) a monthly bookmobile activity report to the Joint -Use Committee; and (b) updates concerning bookmobile operations at City Council meetings, as requested by the City.
C. TERM OF MOU:
The term of this MOU shall commence as of the date first written above and continue for five years ("Initial Term"). The term shall be automatically extended for an additional 12 - month period, unless one party provides the other party at least 60 -days written notice prior to the end of the five-year term or any extension thereof, (the "Initial Term") that the Term will not be extended. At least 120 days prior to the completion of the Initial Term, this MOU shall be reviewed by the District/City Joint Use Committee to determine any extensions or other modifications and if extended, set a date for the next review.
D. GOVERNING LAW:
The validity of this MOU and all of its terms or provisions as well as the rights and duties of the parties hereunder shall be governed by the laws of the State of California with the sole and exclusive venue in a court of competent jurisdiction in Orange County. 1705324.1
E. INTEGRATION:
This MOU constitutes the entire understanding of the parties regarding the subject matter hereof and supersedes all prior understandings, written or oral. This MOU may only be amended in a writing executed by persons authorized to bind each party.
In witness of this MOU, the parties have executed this MOU as of the date first written above.
F. NOTICES:
All notices required or permitted to be given under this MOA shall be in writing and shall be personally delivered, or sent by electronic mail or certified mail, postage prepaid and return receipt requested, addressed as follows:
To the District: Jeanette Contreras, Library Director
To the City: Damien Arrula, City Administrator
PLACENTIA LIBRARY DISTIRCT CITY OF PLACENTIA
BY: BY:
Jo -Anne W. Martin, Board President Damien R. Arrula, City Administrator Date: Date:
Attest: Attest:
Gayle Carline, Board Secretary Robert S. McKinnell, City Clerk Approved as to form: Approved as to form:
David DeBerry, District Counsel
Date:
1640043.1
1705324.1
Christian L. Bettenhausen, City Attorney
Date: