HomeMy WebLinkAboutCity of San Jose - Emergency Ambulance Servcies MOUMEMORANDUM OF UNDERSTANDING
AMONG
CITY OF SAN JOSE, CITY OF SANTA CLARA, CITY OF MORGAN HILL, CITY OF
GILROY, CITY OF MILPITAS, CITY OF SUNNYVALE,
CITY OF PALO ALTO, AND CITY OF MOUNTAIN VIEW
FOR THE DEVELOPMENT AND COMPLETION OF A FEASIBILITY STUDY RELATING
TO DELIVERY OF EMERGENCY AMBULANCE SERVICES
SECTION 1. OVERVIEW
This Memorandum of Understanding ( "MOU ") is between the City of San Jose ( "San Jose ") and the
and the Cities of Santa Clara ( "Santa Clara "), Gilroy ( "Gilroy "), Milpitas ( "Milpitas "), Sunnyvale
( "Sunnyvale "), Palo Alto ( "Palo Alto "), Morgan Hill ( "Morgan Hill "), and Mountain View
( "Mountain View "), collectively "Parties."
SECTION 2. RECITALS
WHEREAS, the Parties are interested in exploring the feasibility of delivery of emergency
ambulance services in Santa Clara County;
WHEREAS, San Jose is the Fiscal Agent and the Contract Manager for the Feasibility Study Project;
WHEREAS, San Jose contracted with AP Triton, LLC ( "AP Triton ") for the development of a
cost/revenue analysis of various options to deliver emergency ambulance services in Santa Clara
County and based on cost/revenue analysis, AP Triton will recommend one or more methods of
service delivery, all of which parts shall be referred to in this MOU for convenience as "the Project;"
WHEREAS, this MOU is intended to establish a means of requiring the Parties' payments to ensure
completion of the Project;
NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
SECTION 3. PURPOSE OF THE MOU
The purpose of this MOU is to:
Require payment by the Parties for their share of the costs for development and completion of a
feasibility study to deliver emergency ambulance services in Santa Clara County.
SECTION 4. PARTIES
Memorandum of Understanding by and among City of San Jose, City of Santa Clara, City of Morgan Hill, City of Gilroy,
City of Milpitas, City of Sunnyvale, City of Palo Alts, and City of Mountain View for Development and Conducting of
Feasibility Study Relating to Delivery of Emergency Ambulance Services in Santa Clara County
This Memorandum of Understanding is between the City of San Jose ( "San Jose ") and the Cities of
Santa Clara ( "Santa Clara "), Gilroy ( "Gilroy "), Milpitas ( "Milpitas "), Morgan Hill ( "Morgan Hill ")
Sunnyvale ( "Sunnyvale "), Palo Alto ( "Palo Alto "), and Mountain View ( "Mountain View "),
collectively known as "Parties."
SECTION 5. EFFECTIVE DATE
This agreement by and among San Jose, Santa Clara, Gilroy, Milpitas, Morgan Hill, Sunnyvale, Palo
Alto, and Mountain View shall be effective upon execution of this MOU by all parties. The Parties
agree that all billings received by San Jose for the Project shall be divided evenly between the Parties,
even if the billings were received prior to the execution of this MOU. By way of example only, and
not by way of limitation; the billings associated with the Project may have been received by San Jose
prior to the effective date and may be received after the effective date, all of which are subject to the
foregoing division between the parties and payment between the parties as set forth in the prior
sentence and below.
SECTION 6. NOTICES
Notices required by this MOU shall be deemed delivered if delivered in person, by registered mail,
postage pre -paid, nationally recognized overnight courier service, or electronically by email or
facsimile provided that the sender obtains confirmation of transmission, to the following:
San Jose: Fire Department, City of San Jose
Attn.: Curtis P. Jacobson, Fire Chief
1661 Senter Road, Suite 300
San Jose, CA 95112
Phone: (408) 794 -7000
Email: curtis.jacobson @sanjoseca.gov
Santa Clara: Fire Department, City of Santa Clara
Attn: William Kelly, Fire Chief
777 Benton Street
Santa Clara, CA 95050
Phone: (408) 615 -4900
Email: WKelly @santaclaraca.gov
Gilroy: Fire Department, City of Gilroy
Attn: Alan Anderson, Fire Chief
7070 Chestnut Street
Gilroy, CA 95020
Phone: (408) 846 -0370
Email: Alan. Anderson @ci.gilroy.ca.us
Milpitas: Fire Department, City of Milpitas
Memorandum of Understanding by and among City of San Jose, City of Santa Clara, City of Morgan Hill, City of Gilroy,
City of Milpitas, City of Sunnyvale, City of Palo Alto, and City of Mountain View for Development and Conducting of
Feasibility Study Relating to Delivery of Emergency Ambulance Services in Santa Clara County
Attn.: Robert Mihovich, Fire Chief
777 South Main Street
Milpitas, CA 95035
Phone: (408) 586 -2800
Email: rmihovich @ci.milpitas.ca.gov
Sunnyvale: Fire Department, City of Sunnyvale
Attn.: Steve Drewniany, Deputy Chief in Command
Bureau of Fire Services, Department of Public Safety
700 All America Way
Sunnyvale, CA 94086
Phone: (408) 730 -7100
Email: srewniany@sunnyvale.ca.gov
Palo Alto: Fire Department, City of Palo Alto
Attn.: Eric Nickel, Fire Chief
250 Hamilton Avenue
Palo Alto, CA 94301
Phone: (650) 329 -2184
Email: eric.nickel @cityofpaloalto.org
Mountain View: Fire Department, City of Mountain View
Attn.: Juan F. Diaz, Fire Chief
1000 Villa Street
Mountain View, CA 94041
Phone: (650) 903 -6365
Email: Juan.Diaz @mountainview.gov
Morgan Hill: City of Morgan Hill
Attn.: Derek Witmer, Fire Chief
15670 South Monterey Street
Morgan Hill, CA 95037
Phone (408) 779 -2121
Email: Derek.Witmer @fire.ca.gov
SECTION 7. PAYMENTS UNDER THIS MOU
For purposes of the Project, San Jose is the Fiscal Agent and Contracting Manager.
San Jose contracted with AP Triton for the development of a cost/revenue analysis of various options
to deliver emergency ambulance services in Santa Clara County. Based on cost/revenue analysis, AP
Triton will recommend one or more methods of service delivery.
The Parties agree to split all costs of the Project evenly, with each party paying twelve and fifty
thousandths percent (12.5 %).
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Memorandum of Understanding by and among City of San Jose, City of Santa Clara, City of Morgan Hill, City of Gilroy,
City of Milpitas, City of Sunnyvale, City of Palo Alto, and City of Mountain View for Development and Conducting of
Feasibility Study Relating to Delivery of Emergency Ambulance Services in Santa Clara County
San Jose will, within thirty (30) days of execution of this MOU, submit to the other Parties an invoice
reflecting all billings received as of the Effective Date. Thereafter, San Jose will submit invoices to
the other Parties within thirty (30) days of San Jose issuing payment.
Parties have the right to request clarification of any line -items prior to issuing. A request for
clarification shall be made within fifteen (15) days of receipt of the invoice at issue. If a request for
clarification is made, the amount at issue is not due until thirty (30) days after the requested
clarification has been received, and accepted.
For invoices where clarification is not sought in whole or in part, payment shall be submitted to San
Jose within thirty (30) days of receipt of the applicable invoice. Acceptance by San Jose of any
payment more than thirty (30) days after an invoice has been received by a Party shall not serve as a
waiver of San Jose's right to pursue all appropriate remedies.
SECTION 8. MAXIMUM FINANCIAL OBLIGATION
The maximum cost of the Project is $67,000; and the maximum contribution of each Party to the
Project is $8,375. In the event of cost overruns, the Parties shall meet and confer regarding cost
overruns and payment thereof.
SECTION 9. BOOKS AND ACCOUNTS
San Jose will keep complete and accurate financial records referable to accomplishing the purposes of
this MOU, which is completion of a feasibility study to deliver emergency ambulance services in
Santa Clara County. Upon reasonable notice to San Jose, any Party to this MOU may inspect San
Jose's financial records referable to this MOU.
SECTION 10. FURTHER ASSURANCES
Each Party will adopt, execute, and make any and all further assurances, instruments and resolutions
as may be reasonably necessary or proper to carry out the intention or to facilitate the Parties'
performance of this MOU.
SECTION 11. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to all other Parties as follows:
Authority: Each Party has the full legal right, power and authority under the laws of the State of
California to enter into this MOU and to carry out all of its obligations herein.
Due Execution: Each Party's representatives who sign this MOU are authorized to sign pursuant to a
resolution adopted by the Party's governing authority.
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Memorandum of Understanding by and among City of San Jose, City of Santa Clara, City of Morgan Hill, City of Gilroy,
City of Milpitas, City of Sunnyvale, City of Palo Alto, and City of Mountain View for Development and Conducting of
Feasibility Study Relating to Delivery of Emergency Ambulance Services in Santa Clara County
Valid, Binding, and Enforceable Obligations: This MOU has been authorized and executed by each
Party and constitutes the legal, valid, and binding agreement of the Parties, and is enforceable
according to its terms.
SECTION 12. REMEDIES NOT EXCLUSIVE
No remedy herein conferred upon or reserved in this MOU is exclusive of any other remedy, and each
such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing in law or in equity or by statute or otherwise, and all such remedies may be
exercised without exhausting and without regard to any other remedy.
SECTION 13. RELATIONSHIP OF THE PARTIES
Each Party shall perform the work and services described herein as an independent contractor and not
as an officer, agent, servant or employee of the other Party. None of the MOU's provisions are
intended to create, nor shall be deemed or construed to create, any relationship between the Parties
other than that of independent parties contracting with each other for purpose of effecting the MOU's
provisions. The Parties are not, and will not be construed to be in a relationship of joint venture,
partnership or employer - employee. No Party has the authority to make any statements,
representations or commitments of any kind on behalf of another Party, or to use the name of the
other Party in any publications or advertisements, except with the written consent of the other Party.
SECTION 14. INDEMNIFICATION
The Parties agree to indemnify, defend, and hold harmless all other Parties, their officers, agents, and
employees to the fullest extent allowed by law from any and all claims, actions, causes of action,
losses, damages, liabilities and costs of every nature, including all claims, actions, causes of action,
losses, damages, liabilities for property damage, bodily injury or death and all costs of defending any
claim, action or causes of action caused by arising out of or resulting from or alleged to have caused
by, arise out of, or result from in whole or in part any Party's performance under this MOU, except
for any claims, actions, causes of action, losses, damages, costs or liabilities caused by the sole
negligence or willfulness of a Party.
SECTION 15. SEVERABILITY
The provisions of this MOU shall be severable, and if any clause, sentence, paragraph, provision or
other part shall be adjudged by any court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions of this MOU will be valid and binding on the Parties.
SECTION 16. PUBLIC INFORMATION
Parties shall refer all media inquiries related to this MOU to San Jose.
SECTION 17. ENTIRE AGREEMENT
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Memorandum of Understanding by and among City of San Jose, City of Santa Clara, City of Morgan Hill, City of Gilroy,
City of Milpitas, City of Sunnyvale, City of Palo Alto, and City of Mountain View for Development and Conducting of
Feasibility Study Relating to Delivery of Emergency Ambulance Services in Santa Clara County
This document represents the entire MOU between the parties, referable to the Project. All prior
negotiations and written and/or oral agreements not expressly set forth in this Agreement are of no
force or effect.
SECTION 18. AMENDMENTS
This MOU may only be amended by a written instrument signed by the Parties.
SECTION 19. ASSIGNMENT
No assignment of this MOU or of the rights and obligations hereunder shall be valid without the prior
written consent of the other party, which consent shall not be unreasonably withheld. This MOU shall
be binding upon the successors of the Parties.
SECTION 20. SURVIVAL
After the MOU's termination or expiration, those provisions which by their nature or context are
intended to survive beyond termination or expiration, and all provisions regarding indemnification
and limitations of liability, will survive indefinitely or until the expiration of the time period specified
elsewhere in this MOU with respect to the provision in question.
SECTION 21. FORCE MAJEUR
"Force Majeure Event" means any circumstances or occurrence which is beyond the reasonable control
of a Party including, but not limited to, acts of God, war or national emergency, riot, civil commotion,
fire, explosion, flood, epidemic, strike, lock -out or other form of industrial action (other than those
relating solely to any Party's own workforce). If a Force Majeure Event affects any Party, that Party
shall promptly notify the other Parties of the nature and extent of the Event. No Party shall be liable for
any loss or damage suffered or incurred by another Party arising from the first Party's delay in
performing or failure to perform its obligations under the MOU to the extent that and for so long as the
delay or failure results from any Force Majeure Event, provided the same arises without the fault or
negligence of the first Party. Each Party shall use its commercially reasonable efforts to minimize the
effects of any Force Majeure Event on the operation of this MOU.
SECTION 22. GOVERNING LAW
This MOU has been executed and delivered in, and shall be construed and enforced in accordance
with, the laws of the State of California. Proper venue for legal action regarding this MOU shall be in
the County of Santa Clara.
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Memorandum of Understanding by and among City of San Jose, City of Santa Clara, City of Morgan Hill, City of Gilroy,
City of Milpitas, City of Sunnyvale, City of Palo Alto, and City of Mountain View for Development and Conducting of
Feasibility Study Relating to Delivery of Emergency Ambulance Services in Santa Clara County
SECTION 23. COUNTERPARTS
This MOU may be executed in counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
SECTION 24. NO WAIVER
No waiver by any Party of any breach, default, or violation of any term, warranty, representation,
covenant, condition, or provision herein shall be deemed to be a waiver of any subsequent and/or
similar breach, default, or violation of the same or any other term, warranty, representation, covenant,
condition, or provision hereof. All waivers must be in writing and signed by the Party against whom
enforcement of the waiver is sought. All remedies are cumulative, and the election to pursue less than
all remedies shall not be a waiver of the right to pursue any other remedy.
SECTION 25. THIRD PARTY BENEFICIARIES
This MOU does not, and is not intended, to confer any rights or remedies upon any person or entity
other than the parties.
SECTION 26. MUTUAL DRAFTING
The Parties agree that this MOU has been mutually drafted and authored by all Parties and that it shall
not be construed against any one Party.
IN WITNESS OF, the Parties have executed the MOU as of the last date set forth below:
City of San Jose
Date:
City 6f Gilroy
Date: i z —mss— — i ,--
City of Santa Clara
Date:
City of Milpitas
Date:
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Approval as to form, San Jose
Date:
Approval as jo form, Gilroy J
Date: ( 4
Approval as to form, Santa Clara
Date:
Approval as to form, Milpitas
Date:
Memorandum of Understanding by and among City of San Jose, City of Santa Clara, City of Morgan Hill, City of Gilroy,
City of Milpitas, City of Sunnyvale, City of Palo Alto, and City of Mountain View for Development and Conducting of
Feasibility Study Relating to Delivery of Emergency Ambulance Services in Santa Clara County
City of Sunnyvale
Date:
City of Palo Alto
Date:
City of Mountain View
Date:
City of Morgan Hill
Date:
Approval as to from, Sunnyvale
Date:
Approval as to form, Palo Alto
Date:
Approval as to form, Mountain View
Date:
Approval as to form, Morgan Hill
Date:
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Memorandum of Understanding by and among City of San Jose, City of Santa Clara, City of Morgan Hill, City of Gilroy,
City of Milpitas, City of Sunnyvale, City of Palo Alto, and City of Mountain View for Development and Conducting of
Feasibility Study Relating to Delivery of Emergency Ambulance Services in Santa Clara County