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HomeMy WebLinkAboutC-2576A A41b � C-25RIO HOLD HARMLESS AGREEMENT This HOLD HARMLESS AGREEMENT is entered into this 23`d day of August, 2010 by and between the City of Arcadia, a California Municipal Corporation, located at 240 West Huntington Drive, Arcadia, California 91007, and the City of South Pasadena, a California Municipal Corporation, located at 1414 Mission Street, South Pasadena California 91030. The City of Arcadia and the City of South Pasadena are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." WHEREAS, the City of South Pasadena 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 South Pasadena 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 South Pasadena 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 South Pasadena hereby agree as follows: TERMS 1. Hold Harmless. Upon City of South Pasadena 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 South Pasadena 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 South Pasadena, employees, agents, contractors, or volunteers in connection with or arising out of the City of South Pasadena'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 South Pasadena's obligation shall not be restricted to insurance policy limits of the City of South Pasadena 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. 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 Municipal Corporation B y:>o-r� City Manager Dated: 6 Xe5- �, 4 , 2010 ATTEST: City /Clerk Qo Dated: bet, / , 2010 APPROVED AS TO FORM: P4 City Attorney. Dated: / OI 13� 2010 2 CITY OF SOUTH PASADENA, a California Municipal Corporation By: y City anager Dated: /o /s , 2010 ATTEST: gale2,4�� - City Clerk Dated: 2010 APPROVED AS TO FORM: City Attorney Dated: , 2010