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Salvation Army College for Officer Training at Crestmont MEMORANDUM OF UNDERSTANDING I. BACKGROUND This memorandum of understanding ("MOU") will serve as an agreement between the City of Rancho Palos Verdes ("City") and the Salvation Army College for Officer Training at Crestmont ("Salvation Army") regarding the City's use of the Salvation Army's facilities at its Crestmont campus ("Crestmont"), which is located adjacent to City Hall, during times of a natural disaster or other such emergency that may be declared by local, state or federal officials. By signature and approval of this MOU, the City and Salvation Army declare and agree that the parties and their principals have read, understood, and agree to the terms set forth in this document. II. PURPOSE In times of emergency, the City operates an Emergency Operations Center ("EOC") at its City Hall through which it coordinates emergency operations within the City of Rancho Palos Verdes with police, fire, and other emergency response agencies. The City's EOC, when activated, is operational 24 hours per day, and is staffed by personnel working in two, 12-hour shifts. The City presently has no living or sleeping facilities available for use of off-shift EOC members. In recognition of the importance of the City's EOC, the need for continuity of local government during emergencies, and a desire to continue its role as a community leader, the Salvation Army wishes to provide sleeping facilities to off-shift members of the City's EOC at Crestmont. III. TERMS Subject to the then-existing use of the dormitory facilities by the Salvation Army or its guests or invitees, the Salvation Army offers the City the use of its dormitory facilities at Crestmont to house up to 45 members of the City's EOC staff at the Crestmont facility when the City's EOC has been activated and operational for a period of more than 12 hours under the following terms and conditions: Page 1 of 5 R6876-0001\1811368v1.doc 1. The City understands and acknowledges that off-shift EOC staff members are not employees of the Salvation Army, and that the Salvation Army provides no Worker's Compensation or other benefit or liability insurance coverage for the benefit of the City or any of the City's employees, officers, contractors or EOC personnel or any other emergency personnel. 2. The City agrees to ensure that all off-shift EOC staff members are registered Disaster Service Workers or otherwise have been designated by the City as essential emergency personnel. 3. A request by the City to use the Crestmont facilities must be made by the Rancho Palos Verdes City Manager, the Rancho Palos Verdes Deputy City Manager, or his or her designated agent. 4. The City's off-shift EOC staff members using Crestmont's facilities will act at all times in a safe, professional manner, consistent with the conduct expected of all Crestmont staff and guests. 5. The City off-shift EOC staff members using Crestmont's facilities will adhere to the no alcohol and no smoking rules of the facility. 6. The City of Rancho Palos Verdes will reimburse Crestmont for any housekeeping and meals services that may be provided by Crestmont to off- shift EOC staff members during times of use (amount to be determined). IV. DURATION OF USE Subject to availability for use, the Salvation Army agrees to make its dormitory facilities at Crestmont available to the City's off-shift EOC staff whenever an emergency situation exists and the City has activated and staffed its EOC for a period of more than 12 hours. Page 2 of 5 R6876-0001\1811368v1.doc Notwithstanding the foregoing, the Salvation Army retains the right to restrict or immediately prohibit use by the City of its facilities, if Crestmont, in its sole discretion, believes that the City has breached any material term of this MOU. V. LIABILITY The City shall release, hold harmless, indemnify and defend the Salvation Army, its officers, agents, and employees, from any and all claims, damages, or costs arising out of the City's use of the Crestmont facilities, other than claims that arise from the gross negligence or willful misconduct of the Salvation Army, or its officers, agents, or employees. VI. DURATION, AMENDMENT, AND TERMINATION OF AGREEMENT This MOU shall take effect upon signing and acceptance by both parties. This MOU shall remain in effect until terminated by either party. Either party may terminate this MOU with our without cause at any time by providing ten days advance written notice to the other party. This MOU may be amended by mutual written agreement of both parties. VII. Miscellaneous Provisions. A. The titles used in this MOU are for general reference only and are not part of the MOU. B. This MOU represents the entire and integrated agreement between the City and the Salvation Army and supersedes all prior negotiations, representations or agreements, either written or oral. C. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this MOU shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the MOU or who drafted that portion of the MOU. Page 3 of 5 R6876-0001\1811368v1.doc D. Waiver by either party of any one or more of the conditions of performance under this MOU shall not be a waiver of any other condition of performance under this MOU. E. If any term or portion of this MOU is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this MOU shall continue in full force and effect. F. Any notice or other communication authorized or required by this MOU shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during regular business hours or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses listed below, or at such other address as one party may notify the other: To CITY: City Manager City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To Salvation Army Address: [Signatures on next page] Page 4 of 5 R6876-0001\1811368v1.doc IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. MAR 2 0 2015 Dated: SALVATION ARMY C By: 11 Vidor R.Doughty Secretary Dated: OA '/'� CITY OF RANCHO PALOS VERDES By: �`� M or ATTEST: ggAgg--(74a-gige City Clerk Page 5 of 5 R6876-0001\1811368v1.doc