CONTRACT 4462 Memorandum of Understanding1
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MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF LONG BEACH,
LOS ANGELES AREA FIRE CHIEFS ASSOCIATION (LAAFCA)
AND THE CITY OF EL SEGUNDO
1. Parties. This Memorandum of Understanding ( "MOU ") is made and
entered into by and between the City of Long Beach, the Los Angeles Area Fire Chiefs
Association ( "LAAFCA "), and the City of El Segundo, collectively referred to as the
II "Parties ".
2. Purpose. The purpose of this MOU is to establish a collaborative
relationship with respect to LAAFCA's Regional Fire Departments Smart Classroom
Project.
3. Scope. The scope of this MOU includes all related planning,
implementation, site management, site administration, maintenance, support and
reporting activities to be undertaken by the Parties associated with the hardware,
software and equipment (the "System ") to be implemented under a separately executed
Agreement between the City of Long Beach and CDW Government LLC purchase and
implementation of the System. (Agreement No. POFD14000004, "Agreement between
the City of Long Beach and CDW Government LLC for all hardware, software,
I equipment, and services related to the Regional Fire Departments Smart Classroom
Project "). LAAFCA and the City of El Segundo acknowledge and represent that they have
reviewed such Agreement.
4. Access. By executing this MOU, the City of El Segundo, hereby
grants all necessary access to the City of El Segundo's premises during normal business
hours, unless otherwise mutually agreed upon, located at El Segundo Fire Station #2,
2261 E. Mariposa Ave., El Segundo, CA 90245 to authorized personnel and
I subcontractors of CDW Government LLC for purposes of providing its services under
I Agreement No. POFD14000004.
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5. Term. The term of this MOU shall be from the date of execution
11 through April 1, 2019, unless the System is replaced or upgraded prior to that date.
6. Financial Provisions. The City of Long Beach received $468,650.94
1,N in Urban Area Security Initiative (UASI) federal grant funding for purchase and
11 implementation of the System, and a two (2) year extended warranty for the System.
7. Responsibilities of the City of Long Beach. As the grant recipient, the
11 City of Long Beach is primarily responsible to the granting authority for ensuring that the
System is implemented according to the prescribed schedule dictated by the granting
authority, and maintaining accurate records of all System components for purposes of
periodic reports to the granting authority. The City of Long Beach will identify, in writing to
the other Parties, a primary and secondary site manager and /or site technician to
coordinate with the designated LAAFCA representatives described in Section 8 below,
who will be appointed as primary and secondary site managers and /or site administrators
for each of the locations identified above.
8. Responsibilities of LAAFCA. The System is part of LAAFCA's
Regional Training Group's Regional Fire Service Training Strategic Plan, and LAAFCA is
responsible for designating, in writing to the other Parties, primary and secondary site
managers and /or site administrators at each location identified above. LAAFCA is also
responsible for ensuring coordination of the Parties on an ongoing basis once
implementation of the System is complete, as well as determining short and long -term
goals, policies, and procedures related to System use, training, and all other ongoing
activities related to the System.
9. Responsibilities of the City of El Segundo. In addition to the other
responsibilities detailed in this MOU, the City of El Segundo is responsible for pickup and
delivery of all System components designated for installation at the City of El Segundo's
locations, providing access to the other Parties as necessary for appropriate inventory
and management of the System, ensuring timely responses to City of Long Beach and
LAAFCA representatives related to requests for documentation or other relevant
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II information or actions.
10. Points of Contact. Each Party is responsible for designating, in
writing to the other Parties, at least one primary and one secondary points of contact,
1L which may or may not be the primary and secondary site managers and /or site
11 administrators. These points of contact shall be responsible for providing the Parties with
requested information, responses, coordination, access, and other activities and may
change from time to time. Each Party is responsible for immediately reporting a change in
a point of contact to the other Parties, and designating a temporary or permanent
replacement contact.
11. Confidential / Proprietary Information. Pursuant to this MOU, the
Parties may provide each other with confidential or proprietary information, and /or access
to confidential or proprietary information including public safety information (the
"Information "), which may be obtained pursuant to a License Agreement with a third
party, or which is the proprietary information of one of the Parties, and which is not
publicly known. The Parties shall hold the Information private and confidential, and shall
not: (a) use the Information, nor cause the Information to be used for any purpose other
than in performance of its duties under this MOU, (b) participate in the wrongful use,
illegal use, or unauthorized disclosure of the Information, or (c) sell, release, free trade,
assign, or provide access to the Information, directly or indirectly, to third parties, except
as may be required by law, or as the City of Long Beach needs to disclose to CDW
Government LLC successful completion of its services under the Agreement.
12. Notification. The City of El Segundo will immediately notify the other
Parties upon discovery of any damaged, lost or stolen System components, and will
coordinate any replacement or repair with the other Parties to ensure accurate reports to
the granting authority.
13. Termination. This MOU may only be terminated prior to the
expiration of the term of this MOU by mutual agreement of the Parties in writing. If this
MOU is terminated prior to expiration of the MOU term, the City of El Segundo shall
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return to the City of Long Beach all hardware, software and equipment delivered and
installed by CDW- GOVERNMENT, LLC pursuant to Agreement No. POFD14000004 with
the City of Long Beach for purposes of redeployment and reporting to the grant authority.
14. Independent Contractor / No Agency. No Party shall have control
over the conduct of another Party in connection with such Party's manner of performance
of its obligations hereunder. No Party is an agent of another Party, and No Party shall, at
11 any time, or in any manner, represent that it is an agent of another Party.
15. Governinq Law. The interpretation and implementation of this
Agreement shall be governed by the domestic law of the State of California.
16. Counterparts. This Agreement may be executed in counterparts
(each of which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement) and shall become effective when one or more
counterparts have been signed by each of the Parties and delivered to the other Party.
17. Entire Agreement. This MOU represents the entire integrated
agreement between the Parties and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by a written
instrument signed by all Parties.
18. Severability. Invalidation of any provision contained herein or the
application thereof to any person or entity by judgment or court order shall in no way
affect any of the other covenants, conditions, restrictions, or provisions hereof, or the
application thereof to any other person or entity, and the same shall remain in full force
and effect.
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IN WITNESS WHEREOF, the Parties execute this MOU on the date of their
11 signatures.
j1 2014
„ 2014
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