Poway Unified School District - MOU Emergency FuelMEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF POWAY AND
THE POWAY UNIFED SCHOOL DISTRICT
This Memorandum of Understanding ("MOU") is made and entered into this ( 4 clay of W143 , 2020
by and between the City of Poway, a Municipal Corporation, hereinafter referred to as "City", and the
Poway Unified School District, a public entity hereinafter referred to as the "District".
RECITALS
WI-HEREAS the City and the District have expressed mutual interest in establishing a joint partnership
agreement that facilitates and encourages sharing of District fueling facilities during emergency disaster
events;
WHEREAS the District owns and maintains a diesel fuel and unleaded gasoline fuel facility located at
13626 Twin Peaks Rd., Poway, CA 92064 hereinafter referred to as "Facility";
WHEREAS the City wishes to secure the ability to fuel city vehicles at the Facility in the event of an
emergency disaster event;
WHEREAS the City and the District have determined that entering into a joint partnership agreement to
provide supplemental sources of fuel for city vehicles will enable the City to coordinate response, recovery
and mitigation activities within the City of Poway to protect life and property;
WHEREAS this Agreement is intended to formalize the City's responsibility to reimburse the District for
fuel consumed at the District's Facility during an emergency disaster event;
NOW, THEREFORE, in consideration of the terms, covenants, conditions, and agreements set forth
herein below, the City and the District agree as follows:
AGREEMENT
1.0 DISTRICT OBLIGATIONS
District agrees to:
1.1 Provide the City access to the Facility during a City declared emergency disaster event, such as
severe weather or catastrophic events. The District is to provide the City with security access codes/cards
to enable fueling at the Facility. The number of access codes/cards is to be determined by the Parties.
1.2 Make every effort to offer quality fuel and properly functioning refueling equipment during said
emergency disaster event.
1.3 Provide training for the use of the Facility to the City.
1.4 Send the City an invoice for fuel charges for preceding emergency event(s).
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2.0 CITY OBLIGATIONS
City agrees to:
2.1 Provide notification to the District, via its City Manager or designee, when the Poway City Council
declares an emergency disaster event and the expected duration for the need of access to the Facility.
2.2 Reimburse the District for all fuel costs charged by the District to the City for dispensation of fuel
at the Facility, within thirty (30) days of the date of the invoice from the District, unless extraordinary
conditions preclude this payment schedule.
2.3 Comply with District security requirements, which may change from time to time. The District
will require each city user utilizing the Facility to obtain security access. The City will pay the standard
administrative fee for the issuance of any access card or replacement card.
2.4 Use the access and egress routes designated by the District.
2.5 Upon verification that subject damage was caused by a city employee, the City will be responsible
for correcting the damage either by paying the District for an agreed upon cost to make the repair(s) or by
making repair(s) directly as satisfactory to the District.
2.6 Provide its own materials, time and personnel to clean up or minimize any hazardous fuel spill
caused by the action of its employees. If hazardous fuel spill occurs and City is unable or unwilling to
perform the cleanup immediately, the District may proceed with any actions it deems necessary to address
the hazardous fuel spill and the City shall pay all costs of such action.
2.7 Immediately inform the District of any damage caused or seen to Facility equipment.
2.8 Take the utmost care and proper safety procedures with Facility fueling equipment at all times.
3.0 COST OF FUEL
District agrees to charge City the price the District pays, based on contracts with third -party suppliers, with
no mark-up. Price is subject to fluctuation, pursuant the terms of the District's contracts with its suppliers.
If requested in writing by either party, within thirty (30) days of such request, the parties will meet to discuss
a change in the mark-up to be paid by the City. No increased price will be charged without the agreement
of the City. If the City does not agree to such increase, it may terminate this Agreement prior to the effective
date of such increase.
4.0 FUEL AVAILABILITY
The City shall have access to the District's Facility at all times during a declared emergency disaster event.
The City should be prepared to manage unforeseen circumstances that may affect the availability of fuel
and the District Facility which may disrupt continuous use, such as a supplier's inability to furnish fuel,
fueling station repairs, closures of the District fueling station, the District ceasing operation of the fuel
station, and other circumstances. The District will provide at least fourteen (14) days notice to the City for
anticipated disruptions in access to the Facility and attempt to provide as much advance notice as possible
in the event of unforeseen disruptions.
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5.0 INDEMNIFICATION
5.1 City agrees to defend (with attorneys approved by the District), indemnify and hold harmless the
District, its Board of Trustees, employees, and agents from any and all liability or loss arising in any way
out of the City's negligence in the performance of this agreement, including but not limited to any claim
due to injury and/or damage sustained by City's employees or agents.
5.2 District agrees to defend (with attorneys approved by the City), indemnify and hold harmless the
City, its City Council, employees, volunteers, and agents from any and all liability or loss arising in any
way out of District's negligence in the performance of this agreement, including but not limited to any
claim due to injury and/or damage sustained by District's employees or agents.
6.0 INSURANCE
The Parties agree to secure and maintain insurance coverage for any and all risks that may arise out of the
terms, obligations, operations, and actions as set forth in this Agreement, including but not limited to public
entity liability insurance. The acquisition of excess insurance or the maintenance and operation of a self
insurance program may fulfill the insurance requirement.
7.0 TERM OF AGREEMENT
This Agreement will commence upon its date of execution and shall remain in effect until terminated by
either party. The City may terminate this Agreement at any time, provided that it pays all outstanding
invoices at the time of termination. The District may terminate this Agreement upon sixty (60) days
advance written notice to the City. This Agreement may be modified upon the mutual agreement of the
Parties. Clarifications of responsibility, timing, payment and coordination of the activities outlined in this
Agreement or discussion of issues that have not been addressed in detail in this Agreement shall be made
in good faith between the parties as necessary during the course of the Agreement.
IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date herein
above set forth.
POWAY UNIFIED
SCHOOL DISTRICT
/7die
President of the Board
CITY OF POWAY
Mayor, City of Poway
ATTEST: ATTEST:
-4111
,gam
Clerk •i th- : •ard
5 of 5
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City Clerk
APPROVED AS TO FORM:
City Attorney
out of the City's negligence in the performance of this agreement, including but not limited to any claim
due to injury and/or damage sustained by City's employees or agents.
5.2 District agrees to defend (with attorneys approved by the City), indemnify and hold harmless the
City, its City Council, employees, volunteers, and agents from any and all liability or loss arising in any
way out of District's negligence in the performance of this agreement, including but not limited to any
claim due to injury and/or damage sustained by District's employees or agents.
6.0 INSURANCE
The Parties agree to secure and maintain insurance coverage for any and all risks that may arise out of the
terms, obligations, operations, and actions as set forth in this Agreement, including but not limited to public
entity liability insurance. The acquisition of excess insurance or the maintenance and operation of a self
insurance program may fulfill the insurance requirement.
7.0 TERM OF AGREEMENT
This Agreement will commence upon its date of execution and shall remain in effect until terminated by
either party. The City may terminate this Agreement at any time, provided that it pays all outstanding
invoices at the time of termination. The District may terminate this Agreement upon sixty (60) days
advance written notice to the City. This Agreement may be modified upon the mutual agreement of the
Parties. Clarifications of responsibility, timing, payment and coordination of the activities outlined in this
Agreement or discussion of issues that have not been addressed in detail in this Agreement shall be made
in good faith between the parties as necessary during the course of the Agreement.
IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date herein
above set forth.
POWAY UNIFIED CITY OF POWAY
SCHOOL DISTRICT
President of the Board Mayor, City of Poway
ATTEST: ATTEST:
Clerk of the Board City Clerk
APPROVED AS TO FORM:
at& 11,7t74
City Attorney
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