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CONTRACT 4925 OtherAgreement No. 4925 FIRE DEPARTMENT MUTUAL APPARATUS AND EQUIPMENT LOAN AGREEMENT This Agreem�nt is entered into on September 15, 2015 between the cities of El Segundo, Hermosa Beach, M nhattan Beach and Redondo Beach (hereinafter individually `'Party" and collectively, the "Partes") each of which is a municipal corporation and a general law or (in the case of Redondo Beach) 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 quipment for the purposes of doing so. B. From time to time an agency may have essential apparatus and equipment which requires repair or mai tenance and thus have equipment temporarily unavailable for Deployment. C. Other Parties 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 . D. The purpose of this Agreement is to facilitate such a loan arrangement between Parties hereto. AGREEMENT 1. 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 E a�ai ment. With the consent of the Lender's fire chief any Party may lend to any other Pa y 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 or in the event that eit1,her a Lender or Borrower terminates its participation in this Agreement, the Borrower shallll return the apparatus and/or equipment as soon as practical, but in any event within twenty-four (24) hours of the effective date of the termination. 3. possessed by� to a trainer equipment. 1 Borrower wil. representative Fraininiz. If the Apparatus and/or equipment are the same as that used and he Borrower, the Lender will provide an orientation of unique characteristics 'rom the Borrower to enable safe operation of the loaned apparatus or F the Borrower does not use the same type of apparatus or equipment, the supply a trainer to be trained in the safe use of the equipment by the Lender's In any case the Borrower's trainer is responsible and must ensure that ttAP{p�Y�� Agreement No. 4925 Borrower's personnel are trained in the proper and safe operation of the loaned apparatus or equipment. 4. Care and condition of Apparatus/Equipment. The Borrower must ensure at its expense that the pparatus/equipment is routinely maintained in compliance with the recommen ' tions of the manufacturer and returned to the Lender in the same or better condition that it was received in. 5_ Term of Agreement: This Agreement is effective on the date signed by all 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 of this Agreement. At each ren wal and not less than sixty (60) days prior to the date of expiration, all parties shall meet t discuss Agreement updates and necessary content modifications. 6. Terminati n. Any party may terminate its participation in the Agreement at any time with twenty-fouri (24) hour written notice to all other Parties. Any termination by a Borrower or Lender r�quires return of all borrowed apparatus and/or equipment, pursuant to Section 2. 7. I A. Each Marty releases every other Party to the Agreement from all liability to itself, its officia�s, officers, employees, agents, and volunteers (collectively, "Party"), for any claim,' damage, or demands for personal injury, death, or property damage, arising from r 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 groungless 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 ekpressly understood and agreed that the foregoing provisions will survive termnation of the Agreement. C. The re uirements as to the types and limits of insurance coverage to be maintained by theParties 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. 8. Insurance. The Borrower must have liability insurance with an insurance company admitted to �o business in California or a Risk Sharing Pool or with the consent of the 2 a Agreement No. 4925 Lender, the Borrower may substitute self-insurance for the policy requirements of this section with policy limits of not less than $2,000,000_ The Lender must be named as additional insured on or an equivalent said policy and be entitled to at least thirty days advance wtfitten notice of the cancellation of said policy. 9. Modificati n. This Agreement constitutes the entire agreement between the Parties and supersedes any other agreements, oral or written. No promises, other than those included in this Agr ement, shall be valid. This Agreement may be modified only by a written agreement xecuted by all the Parties. 10. Assignment. The Parties understand that their status as public entities are primary inducement for each to enter into this Agreement. For this reason, the Parties agree that they will n IIt assign or transfer any portion of or interest in the Agreement. Any attempt to assign or tr nsfer any portion of this Agreement will be void. 11. Notices. All notices required by this agreement must be in writing and given to the Parties at the following addresses. CITY OF EL ISEGUNDO CITY OF REDONDO BEACH El Segundo Fire Department Redondo Beach Fire Department 314 Main Str et 401 So. Broadway El Segundo, A 90245 Redondo Beach, CA 90277 CITY OF MANHATTAN BEACH CITY OF HERMOSA BEACH City Clerk I Hermosa Beach Fire Department 1400 Highland Ave. 540 Pier Avenue Manhattan Beach, CA 90266 Hermosa Beach, CA 90254 12. California Law. This Agreement shall be construed in accordance with the laws of the State of California. Any action arising from this Agreement shall be filed in the appropriate branch of th Los Angeles County Superior Court. 13. Inter retat I on. This Agreement shall be interpreted as though prepared by all Parties. 14. Preservation of Agreement. 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. Entire Aare' ment. 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 Agreem�nt 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 Agreement No. 4925 without resorting to the presumption that ambiguities should be construed against the drafter. 16. Facsimile s'i atures. The Parties agree that agreements ancillary to this Agreement, and related docutiments to be entered into in connection with this Agreement will be considered signed whe"h 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. 17. Counter arts. This Agreement may be executed in any number or counterparts, each of which will e an original, but all of which together will constitute one instrument executed on the same date. ot�oa�� 4 a«u. Agreement No. 4925 IN WITNESS THEREOF, the parties hereto have executed this agreement on the day and year first shown above. -� CITY OF EL SEG Mayor ATTEST.A i 11) 1 NUMMWIF019M.1.012 City Oerk APPROVED AS TO FORM: ORM: City Attorney i BY: CITY OF MANHATTAN BEACH M Mayor CITY OF REDONDO BEACH City Clerk APPROVED AS TO FORM: City Att ey By: CITY OF HERMOSA BEACH Mayor ATTEST: City Clerk APPQVED AS TO FORM: M 5 /1if aqTw1oo,