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HomeMy WebLinkAboutMendocino-Lake Community College 2020-05-191 Mutual Aid Memorandum of Understanding Between the City of Ukiah and Mendocino-Lake Community College District This Mutual Aid Memorandum of Understanding (“MOU”) is entered into on May ___, 2020, by and between the City of Ukiah (“City”) and Mendocino-Lake Community College District (“District”), collectively known as the (“Parties”). RECITALS Whereas, the City’s mission is to support the community in Mendocino County through preparation for, response to, and recovery from emergencies which threaten public health and safety; Whereas, District owns real property at 1000 Hensley Creek Road, Ukiah, California, commonly known as the West Parking Lot, and which includes the outdoor lavatories for the stadium field/tennis courts (“Premises”), and also including the surrounding parking lots (“Surrounding Premises”), as shown in Exhibit “A” to this MOU; Whereas, On April 15, 2020, the District’s Board of Trustees passed Resolution 04-20-01, Authorization to Take Any and All Necessary Actions to Prepare and Respond Effectively to the Novel Coronavirus (COVID-19) Declaring Emergency Conditions Exist at Mendocino College. The Emergency Resolution authorizes the District to take action and enter into contracts as necessary to ensure the health and safety of students and staff, and respond to emergency conditions at District sites; Whereas, due to the COVID-19 pandemic, the District has converted to a virtual campus and is not currently using the Premises or Surrounding Premises for academic or District-related activities; and Whereas, to mutually aid the community, District will permit the City to use specific portions of the Premises, and if necessary the Surrounding Premises (collectively “Facilities”), as set forth in this MOU, to set up and use the Facilities as City service space to conduct COVID-19 testing and perform related services. NOW THEREFORE, in consideration of the mutual promises set forth below, the Parties agree as follows: 1. Compliance with Applicable Laws. The Parties agree to comply with and perform all activities related to this MOU in compliance with, all applicable federal, state, and local laws, and all applicable District rules, policies, and procedures. The City further warrants that it will comply with all laws and requirements related to handling and offsite disposal of hazardous waste and materials, including any items that have or may have come into contact with COVID-19. Furthermore, the City COU No. 1920-251 2 shall be responsible for the compensation and shared coordination (in partnership with the District) of police/security services, should the District deem these services necessary. 2. Term. This MOU is effective as of the last date signed by both Parties and will expire thirty (30) days after the appropriate governmental authorities declare that the state and local stay at home orders are lifted, or whenever the facilities are no longer needed, whichever occurs later, unless earlier terminated by either Party as permitted by this MOU (“Term”). City use of District facilities is permitted only during regular hours of District operation. 3. Termination. Either Party may terminate this MOU by providing the other Party written notice at least ten (10) days before the date of termination or by the City without prior notice, if the District requires security services or other costs to be assumed by the City that the City declines to assume. The City agrees to remove all of the City’s or its contractor’s equipment and property from the Facilities, and to sterilize and perform a deep cleaning of all Facilities and any furniture or equipment in the Facilities, at least three (3) days prior to the date of termination or expiration of this MOU. If the City fails to sterilize and deep clean the Facilities at least three (3) days prior to the termination or expiration of this MOU, or within 3 days after the City ceases use of the Facilities, if terminated without prior notice, as determined by the District, the City shall pay District for the reasonable expenses incurred by the District in sterilizing and deep cleaning the Facilities. 4. Condition of Facilities. The City agrees to return the Facilities to the District in the same condition as received but including the deep cleaning and sterilization, reasonable wear and tear excepted, upon termination or expiration of this MOU. The City further agrees to be personally responsible for any damages or harm to the Facilities, including but not limited to all furniture and equipment in the Facilities, sustained in connection with the City’s use of the Facilities. This will include, without limitation, damages caused by the City, its members, partners, owners, officers, directors, employees, contractors, agents, volunteers, patrons, patients, guests, invitees, participants, and anyone else at the Facilities because of the City’s use of the Facilities. Repairs or replacements made shall be to the satisfaction of the District. If District is required to make any repairs or replacements to the Facilities, the City shall pay District for any expenses reasonably incurred by the District in making such repairs or replacements. 5. City’s/Contractor’s Equipment and Property. The City agrees it is solely responsible for all equipment, furniture, and property it brings to or places in the Facilities. The City is solely responsible for disposal at an off-site location of all trash and debris associated with its use of the Facilities. District assumes no responsibility for such equipment and property and District is expressly relieved and discharged from any liability for any loss, injury, or damage to such equipment and property while in or around the Facilities. If the City fails to remove any equipment or property from the Facilities, at least three (3) days prior to the termination or 3 expiration of this MOU, as solely determined by the District, the City shall pay District for any expenses incurred by the District in cleaning, sterilizing, removing, or storing such equipment, furniture, or property. In addition, the District may retain, use, or destroy any such equipment, furniture, or property still in the District’s possession upon five (5) days after the termination or expiration of the MOU. 6. Independent Contractors. The Parties agree that they are independent contractors under this MOU, and that the relationship between the parties shall not constitute the relationship of agent, servant, employee, partnership, or joint venture of association. To the fullest extent provided by law, the City agrees to defend, indemnify and hold the District harmless from any claims, demands, liabilities, damages, penalties or taxes resulting from the City’s misclassification of its employees (as independent contractors) who provide services at the Facilities under this MOU. 7. Indemnification. To the furthest extent permitted by California law, each Party shall defend, indemnify, and hold free and harmless the other Party and its agents, representatives, officers, agents, employees, trustees, and volunteers, from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage, or injury of any kind, including attorneys’ fees and costs, in law or equity (“Claim”), to property or persons, including personal injury or death, to the extent that a Claim arises out of, pertains to, or relates to the acts, negligence, recklessness, errors or omissions, or willful misconduct of the indemnifying Party, or its agents, representatives, officers, agents, employees, trustees, and volunteers, directly or indirectly arising out of, connected with, or resulting from the City’s use of the District’s Facilities. The City further agrees to defend, indemnify, and hold free and harmless the District and its agents, representatives, officers, agents, employees, trustees, and volunteers, from any and all Claims related to any claims of exposure to COVID-19 arising out of or related to the City’s use of the Facilities. The provisions of this Section shall survive the termination or expiration of this MOU. 8. Insurance. The City shall procure and maintain during the life of the MOU the following coverage through the Redwood Empire Municipal Insurance Fund with minimum limits equal to the amount indicated below: 8.1 General Liability and Automobile Liability Insurance. General Liability Insurance and Automobile Liability Insurance that shall protect the City and District from all claims of bodily injury, property damage, personal injury, death, other injury, and medical payments arising from or related to the City’s use of the Facilities. The City General Liability coverage provided by the City through REMIF shall have policy l;imits of not less than a single combined limit of two million dollars ($2,000,000) per occurrence and aggregate of four million dollars ($4,000,000), and Automobile Liability coverage that provides not less than one million dollars ($1,000,000) per occurrence applicable to all owned, non-owned and hired vehicles. 4 8.2 Workers’ Compensation and Employers’ Liability Insurance. In accordance with provisions of section 3700 of the California Labor Code, the City shall be required to secure workers’ compensation coverage for its employees in the amount required by law. The City shall maintain required Employers’ Liability Insurance with limits of not less than one million dollars ($1,000,000) per occurrence (accident) and one million dollars ($1,000,000) per employee (disease). 8.3 Proof of Insurance. The City shall provide the District confirmation from REMIF that the District has been named as an additional insured and that coverage shall not be cancelled or reduced without thirty (30) days’ notice to the District. The REMIF coverage must waive subrogation rights against the Additional Insureds. The City agrees that the REMIF coverage will be primary to any insurance or self-insurance maintained by the District. The City is solely responsible for the payment of or costs associated with any premiums, deductibles, or self-insurance retentions. The City’s provision of insurance hereunder shall not operate as a potential limitation on liability. 9. Notice. Any Party issuing a notice to the other Party under this MOU must serve the notice in writing and must give or serve the notice by personal delivery, or deposit in the United States mail, registered or certified mail, postage prepaid, return receipt requested, or sent by overnight delivery services, or email addressed as follows: For District: Eileen Cichocki, Interim Superintendent/President Mendocino-Lake Community College District 1000 Hensley Creek Road Ukiah, CA 95482 Email: ecichocki@mendocino.edu For City: Sage Sangiacomo, City Manager City of Ukiah 300 Seminary Avenue Ukiah, CA 95482 Email: ssangiacomo@cityofukiah.com Any notice personally given or given via email is effective upon receipt. Any notice sent by overnight delivery service is effective the business day next following delivery by overnight services. Any notice given by mail is effective three days after deposit in the United States mail. 10. Governing Law. The laws of the State of California govern this MOU. The Parties agree that their rights, duties, and obligations set forth in this MOU shall be determined and enforced in accordance with, the laws of the State of California. The Parties agree that the venue of any action or dispute between the Parties will be Mendocino County. 5 11. Mediation. The Parties agree to mediate any dispute or claim arising between them out of this MOU, or any resulting transaction, before resorting to litigation. Either Party may demand the commencement of mediation. The Parties shall equally share all mediator or related fees, if any. 12. Non-Assignment. Neither Party may assign this MOU or any portion of it to any other person or entity without the prior written consent of the other Party. 13. Entire Agreement. This MOU and its attachments represent the entire and integrated agreement between the City and District related to the City’s use of the Facilities and supersede all prior understandings, negotiations, representations, or agreements, whether oral or written. 14. Severability. If any court of competent jurisdiction holds any term, condition, or provision of this MOU to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and shall not be affected, impaired, or invalidated in any way. 15. Modification and Waiver. No modification of any provision of this MOU shall be effective unless the Parties approve of the modification in an approved and signed writing. The Parties will not construe the failure of a Party to enforce any of the provisions of this MOU as a waiver of such provisions and a Party’s failure to enforce any provisions of this MOU shall not affect the right of either Party thereafter to enforce each provision hereof in accordance with its terms. 16. Counterparts. The Parties may execute this MOU in several counterparts, each of which the Parties shall deem an original, but all of which together shall constitute one and the same agreement. 17. Recitals. The above Recitals are true and correct and are incorporated into this MOU by this reference. IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this MOU on the date and year written below. CITY OF UKIAH MENDOCINO-LAKE COMMUNITY COLLEGE DISTRICT _____________________________ ___________________________________ By: By: Sage Sangiacomo Eileen Cichocki City Manager Interim Superintendent/President Date: ________________________ Date: ______________________________ 05/19/2020