CONTRACT 3217 OtherSep 30 04 04:02p E1 Segundo (310) 615-0529 p.1
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COOPERATIVE AGREEMENT
THIS COOPERATIVE AGREEMENT ("Agreement") is entered into and
effective this 1 9 th day of a„g„g r , 2003, by and between CHEVRON
PRODUCTS COMPANY, a division of CHEVRON U.S.A. INC., a Pennsylvania
corporation ("Chevron") and the CITY OF EL SEGUNDO on behalf of its public safety
officers ("City").
RECITALS
A. The Chevron El Segundo Refinery Fire Department ("CFD") provides fire
protection and emergency response services to the Chevron El Segundo Refinery
("Refinery") located at 324 West El Segundo Boulevard, El Segundo, California.
B. CFD uses a radio band known as call sign KHS42 which operates on
frequency assignment 451.550 ("Radio Band").
C. In order to better coordinate CFD's and the City's response to Refinery
emergencies, and to enhance the City's emergency response capabilities, Chevron grants
the City the right to use the Radio Band subject to the terms and conditions of this
Agreement,
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein, the parties hereby agree as follows:
1. RIGHTS GRANTED
Chevron hereby grants authorization to the City to access the Radio Band and to
program the Radio Band on its radios, including its vehicles, on its handhelds and in its
base stations when Chevron places a 911 call and requests that the City respond to the
Refinery, Refinery event, or when the City needs additional bands to handle 911 calls
within its jurisdiction. If the City needs additional assistance from neighboring fire
departments with respect to handling a 911 call concerning the Refinery it may notify
such neighboring fire departments to use the Radio Band solely for that 911 call. The
Radio Band shall be used only by City employees and such neighboring fire departments
and only for the purposes described in this paragraph 1. Once the situation giving rise to
the 911 call is under control, Chevron will notify the City to discontinue use of the Radio
Band. This Agreement does not confer upon Chevron the authority to use the City's
public safety frequencies.
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2. TERM
The term of this Agreement shall commence on the date first written above and
shall continue for a period of five years and may be renewed by the parties to this
Agreement as they deem necessary and appropriate. This Agreement may be terminated
in writing by either party. Such written notice will cause this Agreement to be terminated
immediately_ The indemnity granted below in paragraph 3 shall survive termination of
the Agreement.
3. INDEMNITY
Each Party releases the other Party from all liability to itself, its officials, officers,
employees, agents, and certified volunteers, for any claims, damage, or demands for
personal injury, death, or property damage, arising from or related to this Agreement.
Each Party bears sole responsibility for any loss. It is expressly understood and agreed
that this indemnity provision will survive termination of this Agreement.
4. PERSONNEL STATUS
City personnel who may operate the authorized radios on the approved Radio
Band shall at all times be deemed and remain as employees of the City and shall not be
deemed as employees or agents of Chevron.
5. INDEPENDENT CONTRACTOR
The City and Chevron agree that each will act as an independent contractor and
will have control of all work and the manner in which it is performed. Chevron is not an
agent or employee of the City and is not entitled to participate in any pension plan,
insurance, bonus or similar benefits the City provides for its employees.
6. COMPLIANCE WITH LAWS
Throughout the term of this Agreement, Chevron and the City shall at all times
comply fully with all applicable laws, ordinances, rules, and regulations of any
governmental agency, included but not limited to FCC Rules and Regulations, having
jurisdiction over the subject matter of this Agreement.
7. INTERPRETATION
This Agreement was drafted in, and will be construed in accordance with the laws
of the state of California, and exclusive venue for any action involving this Agreement
will be in Los Angeles County.
S. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding of the parties. There are no
other understandings,, terms or other agreements expressed or implied, oral or written.
Subject to paragraph 2 of this Agreement, this Agreement will bind and inure to the
benefit of the parties to this Agreement and any subsequent successors and assigns.
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9. RULES OF CONSTRUCTION
Each party has independently reviewed this Agreement with legal counsel.
Accordingly, this Ain
greement will be construed simply, as a whole, and in accordance
with its fair meaning; it will not be interpreted strictly for or against either party.
10. SEVERABILITY
If any portion of this Agreement is declared by a court of competent jurisdiction
to be invalid or unenforceable, then such portion will be deemed modified to the extent
necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and
effect.
11. AUTHORITY/MODIFICATION
The parties represent and warrant that all necessary action has been taken by the
parties to authorize the undersigned to execute this Agreement and to engage in the
actions described herein. This Agreement may be modified by written amendment. The
City's City manager, or designee, may execute any such amendment on behalf of the
City.
12. NOTICES
Any notices required to be made under this Agreement shall be made in writing to
the address of the appropriate party as set forth below. All such notices shall be deemed
to have been duly given and received upon mailing, facsimile, or delivery by courier or
personal delivery service. Parties may alter or modify their notice address by delivery of
written notice pursuant to the terms of this Agreement.
To Chevron: Chevron Products Company
324 West El Segundo Boulevard
El Segundo, CA 90245
Attn.: Ralph K. Sproul
Phone: (310) 615-5751
Fax: (310) 615-3381
With a copy to: Chevron Products Company
145 S. State College Blvd., Suite 400
Brea, CA 92821-5818
P.O. Box 2292
Brea, CA 92822-2292
Attn.: Todd littleworth, Esq.
Phone: (714) 671-3279
Fax: (714) 671-3442
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To CITY: City of El Segundo Fire Department
350 Main Street
El Segundo, CA 90245-3895
Attn: Battalion Chief John Gilbert
Phone: (310) 524-2228
Fax: (310) 414-0929
With a copy to: City of El Segundo Police Department
350 Main Street
El Segundo, CA 90245-3895
Attn: Dave Cummings
Phone: (310) 524-2250
Fax: (310) 607-9171
13. ASSIGNMENT
Excluding Paragraph 1 of this Agreement, the City is strictly prohibited from
assigning or transferring this Agreement.
14. COUNTERPARTS
This Agreement may be executed in counterparts, all of which together shall
constitute one and the same agreement_
1S. WARRANTY OF AUTHORIZED SIGNATORIES
Each person signing this Agreement warrants and represents that he or she is
competent and authorized to enter into this Agreement on behalf of the party for whom
he or she purports to sign.
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16. WARRANTY TO GRANT AUTHORITY.
Chevron warrants and represents that it has control over the Radio Band.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the date(s) set forth below.
CHEVRON: CHEVRON PRODUCTS
COMPANY,
a division of Chevron U.S.A Inc., a
Pennsylvania corporation
Dated: t 2003 By:
Name:
Its: C--1= S
THE CITY:
Dated: ��`,�;� �_, 2003
Cindy Mortesen,
City Clerk
APPROVED AS G F
MARK D. ki L TX- NF�i'
1
By: J
arl H. Berger, s' tant City Attorney
SEP-30-2004 16:02 310 615 0529
CITY OF EL SEGUNDO,
a general law City
By:
Name: Mar enn
Its: City Manager
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