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HomeMy WebLinkAboutC-2006�rry� AGREEMENT (ELECTIONS EQUIPMENT PURCHASE) THIS AGREEMENT ( "Agreement ") is made and entered into as of this 4th day of April, 2002, by and between the City of Monrovia, a public body, corporate and politic ( "Monrovia ") and the City of Arcadia, a public body, corporate and politic ( "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 own specialized elections equipment ( "Equipment ") for use in their respective municipal elections. 2. The Cities have investigated the possibility of jointly acquiring the Equipment from Martin & Chapman, a private, third -party vendor. 3. The Cities desire to enter into a formal agreement providing for the joint purchase, ownership, use and maintenance of the Equipment. 4. The Cities intend that each share equally in the purchase price of the Equipment and in the cost of obtaining an extended warranty to cover the Equipment. 5. The Cities intend that the Equipment will be stored on -site at Arcadia City Hall at 240 West Huntington Drive when the Equipment is not in use by either City and that the Cities will establish a protocol to ensure that the use of the Equipment is managed in a fair, reasonable and practicable manner. NOW THEREFORE, the parties agree as follows: 1. Purchase. Upon approval by each City of the purchase price of the Equipment, the Cities will jointly purchase the Equipment from Martin & Chapman, each City to pay 50% of the total purchase price and each City to retain a 50% ownership interest in the Equipment. 2. Storage. The Equipment will be stored on -site at Arcadia's City Hall. Arcadia shall employ reasonable measures to ensure that the Equipment is safe and protected from theft, damage, misuse, maltreatment, tampering, unauthorized use or other harmful effects while the Equipment is stored in Arcadia. 3. Use. Each City shall have equal access to the Equipment for use in its respective municipal elections. Upon the completion of its respective municipal election, each City will return the Equipment to its storage location at the City of Arcadia within a reasonable time after the completion of the election for which it was used, and in no event later than 14 days after the date of the election in question. If both Cities conduct an election on the same date, the Cities shall cooperate to operate and use the Equipment at the site designated by the City holding a Regular Municipal Election or, if not applicable, at the site of the City with a greater total number of candidates and /or measures on the ballot. If shared use of the 701571.1 Equipment proves infeasible for any specific election, the Cities shall rent additional equipment at a shared cost. 4. Transportation. Each City shall take reasonable, necessary and appropriate steps to ensure the safe transportation of the Equipment to and from the other City for use during each City's respective municipal elections or to and from any third party user of the Equipment authorized pursuant to Paragraph 6. If loss or damage to the Equipment is not covered by the Extended Warranty purchased pursuant to Paragraph 5 herein, the Cities shall ensure that either an existing or yet- to -be- procured policy of insurance covers the risk of loss associated with the transfer of the Equipment. The parties understand and agree that one or both of the Cities may, from time to time, be a member of and, thus, be covered for insurance purposes by a joint powers risk management authority, and may also have an insurance deductible or a self insured retention as part of this or any other program of insurance. The Cities agree that such a program of insurance shall satisfy the obligations of each City hereunder. If necessary, the Cities will jointly procure a policy or policies of insurance, at shared cost, satisfactory to each City's City Attorney. 5. Extended Warranty. The Cities understand that upon purchase from Martin & Chapman, the Equipment will be covered by a one -year manufacturer's warranty for loss or damage under the terms and conditions of that warranty. Within 90 days of the expiration of that initial warranty, the Cities shall have procured a mutually acceptable Extended Warranty, and each City will share equally in the cost of that extended warranty. 6. Use by Third Parties. The Cities may, from time to time, desire to lend, let out, rent, or otherwise allow the use of the Equipment 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 Hurd party use shall be shared equally between the Cities. 7. Termination. This Agreement may only be terminated by written agreement of the Cities. Such agreement shall provide for the disposition of the equipment, whether by sale to a third party, acquisition by one City of the other's ownership interests for an agreed -upon price or otherwise as agreed by the Cities. 8. Indemnification. Neither City nor any officer, agent or employer of either City shall be responsible for any damage or liability occurring by reason of any act or omission of the other 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 its 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 in connection with this Agreement. 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. In particular, and without limitation, each City shall defend, hold harmless and indemnify the other and the other's officers, agents and employees from and against any and all claims, of whatever form, that the Equipment contributed to or caused a violation of the laws applicable to the conduct of elections conducted by the indemnifying City. 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: 701571.1 2 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. Construction. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. The definitions contained in this Agreement shall be used to interpret this Agreement and when required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine or the neuter. The unenforceability and invalidity or illegality of any provisions shall not render the other provisions unenforceable, invalid or illegal. 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. 701571.1 3 IN WITNESS WHEREOF, the Cities have executed this Agreement as of the date first written above. CITY OF ARCADIA fwd William Kelly, City Manager ATTEST: e D. Alford, C , City Clerk APPROVED AS TO FORM: 0. ,% cit-,, i t—,, r '"e Steve Deitsch, City Attorney 701571.1 4 CITY OF MONROVIA /mil, � _ - ����■ni Donald • "-4- Ci .•- A ES Linda B. Proctor, CMC, City Clerk APPROVED AS TO FORM: Craig A. Steele, City Attorney