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HomeMy WebLinkAboutC-2412C '4f crk MUTUAL AID AGREEMENT THIS AGREEMENT is by and between the City of Arcadia, a municipal corporation, hereinafter referred to as "Arcadia" and the City of Yorba Linda, a municipal corporation, hereinafter referred to as "Yorba Linda ". RECITALS WHEREAS, Arcadia and Yorba Linda are public agencies and Arcadia owns certain concrete barriers referred to as "K- rail'. WHEREAS, the K -rail is available to loan to Yorba Linda for the purpose of flood and mudslide protection undertaken by Yorba Linda in the aftermath of wildfires and heavy rains. WHEREAS, Arcadia and Yorba Linda desire to cooperate in providing and sharing available equipment upon request of the other agency under the terms of this Agreement. AGREEMENT NOW, THEREFORE, the undersigned parties hereto agree as follows: 1. (a) Arcadia will loan its existing inventory of K -rail to Yorba Linda without cost. The K -rail to be loaned consists of three (3) K- rails, ten (10) feet long, and seventeen (17) K- rails, twenty (20) feet long. These quantities may be modified by agreement of each party's authorized representative, as set forth in a letter or other writing which will be deemed to be an amendment of this Section 1 (a). (b) Yorba Linda will pay for all costs associated with pickup, delivery and return of the K- rail. (c) Yorba Linda shall maintain the K -rail in the condition in which Yorba Linda received the K -rail. (d) The term of the loan period is indefinite, however, Yorba Linda agrees to return any or all of the borrowed K -rail, at its own expense, to any location(s) within Arcadia, as specified by Arcadia, within seven (7) calendar days of receiving verbal notice from Arcadia and /or upon cessation of need on the part of Yorba Linda for the use of the borrowed K -rail (in which event Yorba Linda shall provide to Arcadia at least seven (7) days advance verbal notice of its intent to return). (e) Yorba Linda agrees to reimburse Arcadia at the current retail cost for any K -rail lost, stolen or irreparably damaged during the loan period, or to replace such lost, stolen or damaged K -rail in comparable size and quality, whichever is mutually agreeable to both parties. Page] of 3 Arcadia, with respect to all liability, shall hold harmless, indemnify, and defend Yorba Linda, its elected officials, officers, agents, employees, contractors, and volunteers, against all liability, claims, losses, demands or actions for injury to, or death of, a person or persons, or damages to property to the extent arising out of, or alleged to arise out of, or connected with Arcadia's indemnifying party's performance of this Agreement. The duty to indemnify shall include payment of all costs of litigation including reasonable attorneys fees. Yorba Linda, with respect to all liability, shall hold harmless, indemnify, and defend Arcadia, its elected officials, officers, agents, employees, contractor, and volunteers, against all liability, claims, losses demands or actions for injury to, or death of, a person or persons, or damages to property to the extent arising out of, or alleged to arise out of or connected with Yorba Linda's indemnifying party's performance of this Agreement. The duty to indemnify shall include payment of all costs of litigation including reasonable attorneys fees. This Agreement shall take effect immediately upon its execution and shall remain in effect until terminated by either party providing no less than fourteen (14) days prior written notice of its intent to terminate. 4. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CITY OF ARCADIA: City of Arcadia 11800 Goldring Road Arcadia, CA 91006 Attn: Pat Malloy, Assistant City Manager /Public Works Services Director CITY OF YORBA LINDA: City of Yorba Linda 4845 Casa Loma Avenue Yorba Linda, CA 92885 Attn: Mark L. Stowell, Public Works Director /City Engineer Any notice required to be given hereunder to either party shall be given by personal delivery or by depositing such notice in the U.S. Mail to the address listed with first class postage pre -paid. Such notice shall be deemed made when personally delivered or three calendar days after mailing. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. Notwithstanding the foregoing, verbal notice shall be permitted in lieu of written notice with respect to the matters set forth in Section 1 (d) herein above; provided that such verbal notice shall be given to those persons set forth in this Section 4. 5. Arcadia and Yorba Linda agree that the provisions of this Agreement are not intended to create or clarify any rights in third parties not a party to this Agreement. In addition, no Page 2 of 3 i third party shall have the right of action hereunder. This Agreement shall not be enforceable by any parties other than Arcadia and Yorba Linda. 6. All privileges and immunities of Arcadia and Yorba Linda provided by State or federal law shall remain in full force and effect. 7. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 8. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 9. The Agreement shall be governed by the laws of the State of California. Venue shall be in the superior court of the County of Los Angeles. 10. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by either party without the prior written consent of the other. 11. This Agreement may be executed in counterparts, each of which shall constitute an original. 12. In the event that any provision or portion of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision or portion shall be severable from this Agreement. Such invalidity, legality or unenforceability shall not be construed to have any effect on the validity, legality or enforceability of the remaining provisions or portions of this Agreement. WHEREFORE, the parties hereto have caused this Agreement to be executed in counterpart as the dates indicated. CITY OF ARCADIA By: J •P Pc rw -c-,. CITY OF YORBA LINDA By: talta(()4 Date William R. Kelly Date Interim City Manager Page 3 of 3