HomeMy WebLinkAboutC-2627HOLD HARMLESS AGREEMENT
This HOLD HARMLESS AGREEMENT is entered into this 14th day of March, 2011 by
and between the City of Arcadia, a California Municipal Corporation, located at 240 West
Huntington Drive, Arcadia, California 91007, and the City of San Marino, a California
Municipal Corporation, located at 2200 Huntington Drive, San Marino California 91108. The
City of Arcadia and the City of San Marino are sometimes hereinafter individually referred to as
"Party" and hereinafter collectively referred to as the "Parties."
WHEREAS, the City of San Marino 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 San Marino 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 San Marino 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 San Marino hereby agree as follows:
TERMS
1. Hold Harmless. Upon City of San Marino 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 San Marino 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 San Marino, employees, agents, contractors, or volunteers in
connection with or arising out of the City of San Marino'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
San Marino's obligation shall not be restricted to insurance policy limits of the City of San
Marino.
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
By:
City Manager
Dated: S I i t [
ATTEST:
NM I - V
City Jerk
Dated: 5 -3 -/ t
APPROVED AS TO FORM:
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City A orney
Dated:
CITY OF SAN MARINO, a
California Municipal Corporation
By:
jCi tag
Dated: 3.% •�
ATTEST:
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City Clerk
Dated: 31,45 ( It
APPROVED AS TO FORM:
City Attorney
Dated: '3 /l