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HomeMy WebLinkAboutC-2836C tT3� AGREEMENT BY AND BETWEEN THE CITIES OF ARCADIA AND MONROVIA FOR THE JOINT FUNDING, ACQUISITION, OPERATION, MAINTENANCE AND USE OF A FIRE DEPARTMENT TRAINING FACILITY This agreement for the joint funding, acquisition, operation, maintenance and use of a fire department training center ( "Agreement ") is made and entered into as of this _ day of September, 2013, by and between the City of Monrovia, a municipal corporation ( "Monrovia ") and the City of Arcadia, a municipal corporation ( "Arcadia "). Each of Monrovia and Arcadia is hereinafter sometimes referred to as a "City" and together as "Cities ". Recitals 1. The Cities desire to jointly fund, acquire, operate and maintain a Regional Fire Department Training Facility ( "Facility ") for use by their respective municipal fire departments and, potentially, other fire service partners. 2. The Cities have investigated the possibility of jointly acquiring and constructing the Facility on a site owned by Monrovia. 3. The Cities desire to enter into a formal agreement providing for the joint funding, acquisition, operation and maintenance of the Facility. 4. Each City intends to contribute resources to the acquisition, operation and maintenance of the Facility, as provided herein. 5. The Cities intend that the Facility will be located on -site at Monrovia Fire Station 102 at 2055 South Myrtle Avenue in Monrovia ( "Site ") and that the Cities will establish a protocol to ensure that the use of the Facility is operated, managed and maintained in a reasonable and cooperative manner. NOW THEREFORE, the parties agree as follows: 1. Term. The Term of this Agreement shall begin on the date it is executed by both Cities ( "Effective Date ") and shall remain in effect until June 30, 2024, unless terminated earlier as provided herein. This Agreement may be extended prior to its expiration for up to a maximum of two (2) additional five (5) year terms upon the mutual written agreement of each City. 2. Purchase. Beginning within ten (10) business days following the approval of this Agreement by each City's City Council and execution by each of the Cities' authorized officials, each City's Fire Chief and/or his designee[s] shall mutually cooperate and cause the respective City's Fire Department and other City departments to accomplish the responsibilities set forth herein on the schedule necessary to fund, acquire and install, operate and maintain the Facility on the Site within nine (9) calendar months following the Effective Date. Upon acquisition of the Facility, Monrovia shall take ownership of the Facility and grant a License to Arcadia to use the Facility on the terms and schedule specified herein, throughout the Term of this Agreement. 3. Arcadia's Responsibilities. Arcadia shall: a. Within thirty (30) calendar days of the Effective Date, pay to Monrovia the sum of seventy five thousand dollars ($75,000.00) for Monrovia's costs of installing footings, a foundation, new concrete and an in- ground water reclamation system at the Site and classroom furnishings in the Facility. b. Annually throughout the Term, not later than the anniversary of the Effective Date, pay to Monrovia Arcadia's share of the costs of ongoing repair and maintenance of the Facility and Site, which shall be the lesser of fifty percent (50 %) of Monrovia's actual documented costs to repair and maintain the Facility and Site in the immediately preceding operational year of the Facility and Site (September 1 through the following August 30 each year) ( "Operational Year ") or ten thousand dollars ($10,000.00) ( "Maintenance Payment "). The Cities agree to apply for and, if awarded for the purpose, use any available grant funding for ongoing repair and maintenance of the Facility and to offset the Cities' proportionate share of such costs accordingly. If it is determined by the Cities' Fire Chiefs that the repair and/or maintenance costs in any given Operational Year will exceed twenty thousand dollars ($20,000.00) in the aggregate, the Cities may agree, with the approval of each City's City Manager, to increase equally the amount of each City's Maintenance Payment for the given Operational Year. C. Jointly participate with Monrovia in the selection and design of the Facility. If a design feature cannot be agreed to by the respective City Fire Chiefs, the final decision will rest with the Monrovia Fire Chief, who will consult with the Arcadia Fire Chief before rendering a decision. d. Cooperate in the development of quarterly scheduling of Facility use that will be determined by the training officers from Monrovia and Arcadia, subject to the approval of the Cities' Fire Chiefs. Scheduling should be established at least three months in advance of use, to the extent feasible. The intent of the parties is to allow for equity in use of the Facility and the Cities shall use their best efforts to accommodate special training needs for either City including, without limitation, recruit firefighter training or promotional examinations. e. Maintain the Facility in good condition when in use by Arcadia, and provide basic clean-up of the Facility and the Site after any use by Arcadia. Any damage to the Facility, outside of normal wear and tear, arising out Arcadia's use of the Facility shall be repaired or replaced by Arcadia at its own cost. -2- 12335 -0001 \1602256v2.doc 4. Monrovia's Responsibilities: Monrovia shall: a. Allow the Facility to be located on the Site, which is owned by Monrovia, at no charge to Arcadia other than the payments specified in this Agreement. b. Dedicate the necessary portion of proceeds from a grant of up to $850,000 Monrovia obtained for the Urban Search & Rescue prop and equipment needed to operate the Facility. C. Clear the Site of existing improvements, stored materials and fixtures at no cost to Arcadia. d. Coordinate and perform the necessary design and preparation of the Site, and install improvements necessary to accommodate the Facility on the Site, either with its own forces or through qualified and licensed contractors. Acquire the agreed -upon Facility through Monrovia's normal purchasing processes. f. Conduct such public bidding processes as are required by applicable law and award and manage the contract[s] for Site preparation and improvements. g. Apply for, process and obtain all requisite permits and plan checks, as well as process all necessary grant documents for the costs of the Facility. h. Comply with applicable laws in the acquisition and installation of the Facility, and preparation of the Site. i. Supply a regional smart classroom at the Facility for joint use of Arcadia and Monrovia. Pay for all utility charges (water, power, internet and phone) used to operate the Facility. k. Provide normal ongoing repair and maintenance to the Facility and Site on an as- needed basis, as determined by the Monrovia Fire Chief or his designee. Fifty percent (50 %) of the cost of ongoing repair and maintenance in a given Operational Year shall be paid for using Arcadia's Maintenance Payment and the other fifty percent (50 %) shall be funded by Monrovia. The Cities agree to apply for and, if awarded for the purpose, use any available grant funding for ongoing repair and maintenance of the Facility and to offset the Cities' proportionate share of such costs accordingly. If it is determined by the Cities' Fire Chiefs that the repair and/or maintenance costs in any given year will exceed twenty thousand dollars ($20,000.00) in the aggregate, the Cities may agree, with the -3- 12335 -0001 \1602256v2.doc approval of each City's City Manager, to increase equally the amount of each City's Maintenance Payment for the given year. 1. Repair or replace any damage to the Facility, outside of normal wear and tear, arising out Monrovia's use of the Facility, at its own cost. m. Jointly participate with Arcadia in the selection and design of the Facility. If a design feature of the Facility cannot be agreed to by the respective City Fire Chiefs, the final decision will rest with the Monrovia Fire Chief, who will consult with the Arcadia Fire Chief before rendering a decision. n. Cooperate in the development of quarterly scheduling of Facility use that will be determined by the training officers from Monrovia and Arcadia, subject to the approval of the Cities' Fire Chiefs. Scheduling should be established at least three months in advance of use, to the extent feasible. The intent of the parties is to allow for equity in use of the Facility and the Cities shall use their best efforts to accommodate special training needs for either City including, without limitation, recruit firefighter training or promotional examinations. 5. License to Enter the Site and Use the Facility. In consideration of Arcadia's contribution to the preparation of the Site and acquisition and maintenance of the Facility, Monrovia hereby grants to Arcadia and its officers, agents and employees a license to enter the Site and use the Facility for training purposes, subject to the scheduling provisions established in this Agreement and reasonable availability of the Facility, throughout the Term of this Agreement. 6. Use by Third Parties. The Cities may, from time to time, desire to lend, license, let out, rent, or otherwise allow the use of the Facility for use by other local cities or public agencies. Such use by any third party agency must be approved in writing by both Monrovia and Arcadia and any proceeds acquired as a result of any such third party use shall be shared equally between the Cities or, if agreed to by both Cities, held by Monrovia in a separate and dedicated fund to be used exclusively to fund future agreed upon operation, repair, maintenance or replacement costs of the Facility or the Site, with any amounts remaining at the expiration or termination of this Agreement distributed equally to the Cities. 7. Indemnification and Insurance. Neither City, nor any officer, agent or employee of either City, shall be responsible for any damage or liability occurring by reason of any act or omission of the other City or that other City's officers, agents or employees in connection with this Agreement. The Cities understand and agree pursuant to Government Code Section 895.4 that each City shall fully indemnify, defend and hold harmless the other City and the other City's officers, agents and employees from any liability imposed for an injury (as defined by Government Code Section 810.8) occurring by reason of any act or omission of the indemnifying City, its officers agents and employees in connection with this Agreement. To the full extent permitted by law, it is the specific intent of each City in entering into this Agreement that in the event any injury, death or property damage occurs during the installation, operation, maintenance or use of the Facility, the City that employed, retained or invited the injured person -4- 12335-0001\1 602256v2.doc to the Facility and/or the Site shall bear full responsibility and liability for the full cost of any such injury, damage or death, and shall defend, indemnify and hold the other City harmless. In the event of any conflict between this clause and any indemnity clause in any other agreement entered into between the Cities, the provisions of this clause shall control as to the Site and the Facility only. This indemnification, defense and hold harmless provision shall survive any termination or expiration of this Agreement. Each City shall, in its sole discretion, maintain such policies of insurance or legally adequate self insurance as it deems necessary to secure its obligations hereunder. 8. Termination. In the event either City fails to comply with a material term of this Agreement, the City claiming such a failure shall provide written notice of such breach to the other City and demand that the other City cure such breach within a period of not less than fourteen (14) calendar days to cure following the receipt of notice by the recipient City. If the City claimed to have breached fails to cure within the specified period, the non - breaching City may elect to either 1) cure the breach at its own expense and demand reimbursement; or 2) terminate this Agreement upon at least fourteen (14) days written notice to the breaching party. In the event of any such termination, Monrovia shall retain ownership of the Facility and shall refund to Arcadia only a percentage of the $75,000 Arcadia paid to Monrovia, equal to the percentage of years remaining from the initial, un- extended Term of this Agreement, if any. Following the initial Term of this Agreement, Arcadia shall not be entitled to receive any refund of its contribution to the Facility in the event of a termination as provided hereunder. 9. Notice. Any notice, demand, request, consent, or approval or communication that either party desires or is required to give to the other party shall be in writing and either served personally or by prepaid, first -class mail as follows: If to Monrovia: City Clerk City of Monrovia 415 South Ivy Avenue Monrovia, CA 91016 If to Arcadia: City Clerk City of Arcadia 240 West Huntington Drive Arcadia, CA 91007 10. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral and written agreements and understandings. Any waiver of any rights or failure to act in a specific instance shall relate only to such instance and shall not be construed as an agreement to waive any rights or failure to act in any other instance, whether or not similar. 11. Interpretation. This Agreement shall be construed and interpreted in accordance with the laws of the State of California and proper venue for any legal action to enforce this Agreement shall be in the Superior Court for the County of Los Angeles. The adjudicated unenforceability and invalidity or illegality of any provisions shall not render the other provisions unenforceable, invalid or illegal. -5- 12335 -0001 \1602256v2.doc 12. Attorneys Fees. If any action at law or equity is brought to enforce or interpret the terms or conditions of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. IN WITNESS WHEREOF, the Cities have executed this Agreement as of the date first written above. CITY OF ARCADIA IAWAaw Mickey Segal ay ATTEST: L Deputy City Clerk APPROVED AS TO FORM: Stephen Deitsch, City Attorney 12335 -0001 \1602256v2. doc ATTEST: QS . Alice D. Atkins, CMC, City Clerk I on APPROVED AS TO FORM: Craig A. St el City Attorn y