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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:
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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.
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IN WITNESS WHEREOF, the Cities have executed this Agreement as of the date
first written above.
CITY OF ARCADIA
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William Kelly, City Manager
ATTEST:
e D. Alford, C , City Clerk
APPROVED AS TO FORM:
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Steve Deitsch, City Attorney
701571.1 4
CITY OF MONROVIA
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Donald • "-4- Ci .•-
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Linda B. Proctor, CMC, City Clerk
APPROVED AS TO FORM:
Craig A. Steele, City Attorney