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CONTRACT 4032 Other403... FIRE DEPARTMENT �,IUTUAL APPARATUS AND EQUIPMENT LOAN AGREEMENT This Agreement is entered into on January 1, 2010 between the cities of El Segundo, Hermosa Beach, Manhattan Beach and Redondo Beach (hereinafter individually "Party" and collectively, the "Parties") each of which is a municipal corporation and a general law or (in the case of Redondo Beach) a charter City formed under the provisions of the Constitution of the State of California. RECITALS A. Each of the Parties provides fire suppression services to its residents and maintains an inventory of equipment for the purposes of doing so. B. From time to lime an agency may have essential apparatus and equipment which requires repair or maintenance and thus have equipment temporarily unavailable for Deployment. C. Other Parties ("Lending Party") may have equipment which is redundant or otherwise unnecessary for immediate deployment in their own jurisdiction, which could, at the sole discretion of such a party's fire chief. be made available for loan to a Party in need ("Borrowing Party"). D. The purpose of this Agreement is to facilitate such a loan arrangement between Parties hereto. AGREEMENT Definitions. Unless the contrary is stated or clearly appears from the context, the following definitions govern the construction of the words and phrases used in the Agreement. "Borrower" means a Party using or possessing apparatus and/or equipment from Lender. "Lender" means a Party lending apparatus and/or equipment to a Borrower. 2. Loan of Er. ui vnnent. With the consent of the Lender's fire chief any Party may lend to any other Party fire suppression equipment pursuant to the terms and conditions of this Agreement and such other terms and conditions, not inconsistent with this Agreement as the Lender's fire chief deems appropriate. In the event that the Lender experiences emergency conditions necessitating return of loaned apparatus and/or equipment, both parties will work to return the apparatus/equipment and to secure an acceptable replacement for the Borrower from one of the other Parties. 'Orientation/Training.If the Apparatus and/or equipment are the same as that used and possessed by -the Borrower, the Lender will provide an orientation of unique characteristics to a trainer from the Borrower to enable safe operation of the loaned apparatus or equipment. If the Borrower does not use the same type of apparatus or equipment, the Borrower will supply a trainer to be trained in the safe use of the equipment by the Lender's representative. In any case the Borrower's trainer is responsible and 111LUS1 ensure that Borrower's personnel are trained in the proper and safe operation of 117c loaned apparatus or equipment. 4. Care and condifion,of The Borrower must ensure at its expense that the apparatus/equipment is routinely maintained and returned to the Lender in the same or better condition that it was received in. 5. Terin This Agreement is effective on the date signed by ail parties for a term of five (5) calendar years and may be mutually renewed by the Parties' fire chiefs every five (5) years thereafter unless terminated pursuant to the terms ol , this agreement. At each renewal and not less than sixty (60) days prior to the date of expiration, all parties shall meet to discuss Agreement updates and necessary content modifications. 6. Termination. Any party may terminate its participation in the Agreement at any time with twenty-four (24) hour written notice to all other Parties. Provided, however, that no Party may terminate this Agreement while it is either a Borrower or Lender. T, Indeunnification. A, Each Party releases every other Party to the Agreement from all liability to itself, its officials, officers, employees, agents, and volunteers (collectively, "Party"), for any claim, 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 with the following exception: any Borrower agrees to indemnify and hold the Lender harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of the Borrower's use or possession of the apparatus or equipment. Should the Lender be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of Borrower's use, or possession of Lender's apparatus or equipment, Borrower will defend Lender (at Lender's request and with counsel satisfactory to Lender) and will indemnify Lender for any judgment rendered against it or any sums paid out in settlement or otherwise. B. It is expressly understood and agreed that the foregoing provisions will survive, termination of the agreement. C, The requirements as to the types and limits of insurance coverage to be maintained by the Parties are not intended to, and will not, in any manner limit or qualify the liabilities and obligations otherwise assumed by the Parties pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. hisu-rarkee. Any Borrower must have liability insurance with an insurance company admitted to do business in California with policy limits of not less than $2,000,000. The Lender must be named as additional insured on said policy and be entitled to at least thirty days advance written notice of the cancellation of said policy. The Borrower must 4 0 1­111, 2 provide written proof of insurance before delivery of any equipment to be borrowed. With the consent of the Lender, the Borrower may substitute self-insurance far the policy requirements of this section, [Viodif"ication. This Agreement constitutes the entire agreement between the Parties and supersedes any other agreements, oral or written. No promises, other than those mclu - ded I I in this Agreement, Shall be valid. This Agreement may be modified only by a written agreement executed by all the Parties. 10. Assiamment. The Parties understand that their status as public entities are primary inducements for each to enter into this s Agreement. For this reason, the Parties agree that they will not assign or transfer any portion of or interest in the Agreement. Any attempt to assign or transfer any portion of this Agreement will be void. I L Noticc,41. All notices required by this agreement must be in writing and given to the Parties at the following addresses. CITY OF EL SEGUNDO El Segundo Fire Department 314 Main Street El Segundo, CA 90245 CITY OF MANHATTAN BEACH City Clerk 1400 Highland Ave. Manhattan Beach, CA 90266 CITY OF REDONDO BEACH Redondo Beach Fire Department 401 So. Broadway Redondo Beach, CA 90277 CITY OF HERMOSA BEACH Hermosa Beach Fire Department 540 Pier Avenue Hermosa Beach, CA 90254 12. Cafirornia Law. This Agreement shall be construed in accordance with the laws of the State of California. Any action commenced arising from this Agreement shall be filed in the appropriate branch of the Los Angeles County Municipal or Superior Court. 13. InterpretiAtion. This Agreement shall be interpreted as though prepared by all Parties. 14. Pi-lesei-vation of Aijreeinent. Should any provision of this Agreement be found invalid or unenforceable, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable provided that the remaining valid terms advance the purposes of this Agreement. 15. E?nflreAg!:Kt!nt!1!. This Agreement supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter herein. Each Party to this Agreement acknowledges that representations by any Party not embodied herein, and any other agreements, statements or promises concerning the subject matter of this Agreement, not contained in the Agreement are not valid and binding. Any modification of this Agreement will be effective only if It is in writing and signed by the Parties. Any issue with respect to the interpretation or construction of this Agreement is to be resolved without resorting to the presumption that ambiguities should be construed against the drafter. 16. lA 1 c s, la awls � �jjYj1a,!p res, The Parties agree that agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 17CLL111�L ts This Agreement mayfie executed in any number or Counterparts, each of — . '01ri .— 3�41 r which will be an original, but all of which together will constitute one instrument executed on the same date. M 40 � 2 - a 0 IN WITNESS THEREOF, the parties hereto have executed this agreement on the day and year first shown above. CITY OF EL SEGUNDO Mayor ATTEST: City Clerka APPRO' City Atto CITY OF MAN lA °TAN BEACH ATTEST:. —i-o _.... _.... __. � ....... — . City , 01, APPROVED AS TO FORM: City Attorney , / City Clerk APPROVED AS TO FORM: City Attorne By: C1TOF HE OSA BEACH Mayor ATTEST: "ity, Clerk APPROVED AS "TO FORM: