HomeMy WebLinkAboutC-26581100 -6-D
C -2 &5.8
HOLD HARMLESS AGREEMENT
This HOLD HARMLESS AGREEMENT is entered into this 31St day of May, 2011 by
and between the City of Arcadia, a California Municipal Corporation, located at 240 West
Huntington Drive, Arcadia, California 91007, and the City of Monrovia, a California Municipal
Corporation, located at 415 South Ivy Avenue, Monrovia, CA 91016. The City of Arcadia and
the City of Monrovia are sometimes hereinafter individually referred to as "Party" and
hereinafter collectively referred to as the "Parties."
WHEREAS, the City of Monrovia desires to use the City of Arcadia's fire pump testing
facility and related equipment for use by its Fire Department; and
WHEREAS, in exchange for making the fire pump testing facility and related equipment
available to the City of Monrovia for its Fire Department, the City of Arcadia desires to be held
harmless from any claims and /or litigation arising out of the City of Monrovia use of the fire
pump testing facility and related equipment.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the City of Arcadia and the City of Monrovia hereby agree as follows:
TERMS
1. Hold Harmless. Upon City of Monrovia use of the fire pump testing facility and
related equipment by any of its employees, agents, contractors and /or volunteers for the purposes
specified herein, the City of Monrovia shall defend, indemnify, and hold harmless the City of
Arcadia, its officials, officers, employees, agents, and volunteers from any and all actual or
alleged claims, demands, causes of action, liability, loss, damage and /or injury (to property or
persons, including without limitation wrongful death), whether brought by an individual or other
entity, or imposed by a court of law or by administrative action of any federal, state, or local
governmental body or agency, arising out of or incident to any acts, omissions, negligence, or
willful misconduct of the City of Monrovia, employees, agents, contractors, or volunteers in
connection with or arising out of the City of Monrovia's use of the fire pump testing facility and
related equipment. This indemnification applies to and includes, without limitation, the payment
of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses,
and any reimbursements to the City of Arcadia, and its officials, officers, employees, agents,
and /or volunteers for all legal expenses and costs incurred by each of them. The City of
Monrovia's obligation shall not be restricted to insurance policy limits of the City of Monrovia
or insurance proceeds, if any, received by the City of Arcadia, and its officials, officers,
employees, agents, or volunteers.
2. Authority to Enter Agreement. Each Party warrants that the individuals who have
signed this Agreement on behalf of that Party have the legal power, right, and authority make
this Agreement and bind that Party.
3. Amendment: Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
J 1,
y
4. Waiver. No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or
service voluntarily given or performed by a Party shall give the other Party any contractual right
by custom, estoppel, or otherwise.
5. Attorneys' Fees and Costs. If any legal action or other proceeding is brought in
connection with this Agreement, the successful or prevailing Party shall be entitled to recover
reasonable attorneys' fees and other related costs, in addition to any other relief to which the
Party is entitled.
6. Term. The term of this Agreement shall commence on the date of execution and
shall continue thereafter until notice of termination, in writing, is submitted by one party to the
other, which notice shall be given at least thirty (30) days prior to the effective date of
termination.
7. Entire Agreement. This Agreement contains the entire agreement between the
Parties related to the matters specified herein, and supersedes any prior oral or written statements
or agreements between the Parties related to such matters.
CITY OF ARCADIA, a California CITY OF MONROV A, a
Municipal Corporation California M)apkijo Corporation
City Manager
Dated: Wj (7 , 2011
ATTE T:
City berk
Dated: 7 , 2011
APPROVED AS TO FORM:
City Attorney
Dated: 19 % L , 2011
M.
City Manager
Dated: 2011
ATTEST:
City Clerk
Dated:' I � UP 'X4 , 2011
APPR A ORM:
City Attorney
Dated: , 2011