Resolution No. 95371
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RESOLUTION NO. 9537
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING THE INSTALLATION OF POLICE RADIO
EQUIPMENT AT VERNON FIRE STATION NO. 1 BY THE CITY
OF MAYWOOD AND AUTHORIZING THE EXECUTION OF A HOLD
HARMLESS AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND THE CITY OF MAYWOOD RELATING TO SAID
EQUIPMENT
WHEREAS, the City of Maywood ("Maywood") has requested
approval from the City of Vernon to install a police radio receiver,
antenna and phone line (the "Equipment") at Vernon Fire Station No. 1
as there is no location in Maywood where the Equipment can be located
without compromising the quality of the transmission and/or the
security of the Equipment; and
WHEREAS, the installation of the Equipment will not
negatively impact either police or fire operations at the fire
station, and the City of Vernon's electrical costs are estimated at
approximately One Hundred Thirty -Six Dollars and Eight Cents ($136.08)
per year; and
WHEREAS, the Chief of Police has recommended that the City
Japprove the request of Maywood and allow Maywood to install the
Equipment as requested, subject to the execution of a "hold -harmless"
agreement to protect the City against any liability for allowing the
Equipment to be placed at a City facility; and
WHEREAS, the City Council of the City has determined that,
pursuant to the provisions of subsection (a) of Section 2.27 of the
Vernon City Code, it is in the public interest and necessity to enter
into an agreement with Maywood.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
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CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the installation of the Equipment at Vernon Fire Station No.
1 by Maywood.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the City Attorney to prepare a "hold -harmless" agreement
with Maywood and authorizes the City Administrator, or his designee,
to execute said Agreement for, and on behalf of, the City of Vernon
and the City Clerk is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send a fully executed
Agreement to Maywood.
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 22nd day of January, 2008.
ATTEST:
MANUELA GIRON, C'ty Clerk
IV
Leonis C. Malburg
Name:
Title: Mayor
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1 STATE OF CALIFORNIA )
ss
2 COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No. 9537, was
6 duly adopted by the City Council of the City of Vernon at a regular
7 meeting of the City Council duly held on Tuesday, January 22, 2008, and
8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
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MANUELA C33IRON, City Clerk
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(SEAL)
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4305 Santa Fe Avenue, Vernon, California 90058
Telephon6 (323) 583-8811
January 30, 2008
Commander Frank Houtman
Maywood Police Department
4319 E. Slauson Avenue
Maywood, CA 90270
Re: Indemnification, Hold Harmless and Access Agreement
Dear Commander Houtman:
Transmitted herewith is one fully executed agreement, as referenced
above, approved by City Council on January 22, 2008, through
Resolution No. 9537.
If you have any questions regarding this matter, please call Mr. Mark
Whitworth, at (323) 583-8811 ext. 280.
'Very truly yours,
4
N .1y Gi o
City Clerk
NG:dr
c: Mark Whitworth
Carlos Fandino
Steve Towles
Resolution No. 9537
Agreement File No. 08-012
E�,-cfusivefy Industfid
1 INDEMNIFICATION, HOLD HARMLESS AND ACCESS AGREEMENT
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3 THIS AGREEMENT ("Agreement") is made, entered into and
4 executed in duplicate originals, either copy of which may be
5 considered and used as the original hereof for all purposes, as of
6 this 22nd day of January, 2008, in the City of Vernon, County of Los
7 Angeles, California
8 BY AND BETWEEN THE CITY OF VERNON (hereinafter
9 referred to as the "City")
4305 Santa Fe Avenue
10 Vernon, CA 90058
11 AND CITY OF MAYWOOD (hereinafter
referred to as "Maywood")
12 4319 Slauson Avenue
Maywood, CA 90270
13
14 RECITALS
15 WHEREAS, Maywood has requested approval from the City to
16 install a police radio receiver, antenna and phone line (the
17 "Equipment") at Vernon Fire Station No. 1 located at 3375 Fruitland
18 Avenue in the City of Vernon (the "Property") as there is no location
19 in Maywood where the Equipment can be located without compromising the
20 quality of the transmission and/or the security of the Equipment; and
21 WHEREAS, the City desires to assist Maywood by allowing the
22 installation of the Equipment at the Property with the understanding
23 that the City is not responsible for the upkeep or maintenance of the
2-4 Equipment; and
25 WHEREAS, Maywood desires the right to enter onto the
26 Property in order to undertake the inspection and maintenance of the
27 Equipment; and
28 WHEREAS, City has agreed to allow Maywood access to the
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1 Property pursuant to the terms and conditions set forth herein; and
2 WHEREAS, the City and Maywood desire to enter into an
3 agreement memorializing the understanding between the parties
4 respecting the Equipment.
5 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
6 SET FORTH HEREIN:
7 SECTION 1: Use of the Property. The City hereby agrees to
8 allow Maywood to install the Equipment at the Property in a mutually
9 acceptable location.
10 SECTION 2: Access to the Property. Maywood is hereby
11 granted a temporary, revocable license to enter onto the Property for
12 the installation, inspection and maintenance of the Equipment (the
13 "Work"). This Agreement provides Maywood with temporary access to the
14 Property, and under no circumstance will this Agreement ripen into an
15 agreement for permanent access, or a lease or easement (whether under
16 claim of prescriptive right or otherwise) or any other interest in the
17 Property in favor of Maywood.
18 Maywood shall provide not less than 48 hours prior notice of
19 its intent to enter onto the Property or to perform the Work, which
20 notice shall be given to the On -Duty Watch Commander by telephone at
21 (323) 587-5171. The Work undertaken shall be at Maywood's sole cost,
22 expense and risk. The Work shall be undertaken in accordance with
23 good and proper techniques, using personnel and equipment qualified to
24 perform the Work being undertaken, and shall be undertaken in
25 compliance with all applicable statutes, codes, ordinances and
26 regulations. No Work requiring any type of permit, or any Work
27 involving the digging of holes or other invasive work is permitted
28 hereunder, unless permits for such work were obtained by Maywood.
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1 SECTION 3: Indemnification. Maywood shall protect,
2 defend, indemnify and hold harmless the City and its employees,
3 officers and council members, and each of them, jointly and severally,
4 against and from any and all claims, demands, causes of action,
5 damages, costs (including, without limitation, all costs and expenses
6 of defense, such as consultants and expert witnesses, and reasonably
7 attorneys' fees), expenses, losses and liabilities (collectively, a
8 "Loss"), at law or in equity, of every kind or nature whatsoever,
9 including, but not limited to, injury to or death of any person or
10 persons and damage to or destruction of the Equipment and/or the
11 Property, threatened, brought or instituted, arising out of or in any
12 manner directly or indirectly connected with the Equipment and/or the
13 entry upon the Property by Maywood or any of its agents.
14 Maywood shall keep the Property free and clear of all
15 mechanic's, materialmen's and other liens resulting from the Work.
16 Maywood will, at all times, promptly and fully pay and discharge all
17 invoices related to the Work, and wholly protect, defend and hold
18 harmless the City in the event that any such liens are filed.
19 Maywood, for itself, its officers, directors, shareholders
20 (the "Maywood Parties), and others entering onto the Property at the
21 request of Maywood, hereby releases the City and the City Parties from
22 all claims, actions, losses, damages, injuries, costs and expenses
23 (including, without limitation, reasonable attorneys' fees and costs),
24 including all claims of illness, injury, death, or property damage,
25 arising out of or resulting from any Maywood Parties entering onto the
26 Property or performing any Work thereon.
27 SECTION 4: This Agreement sets forth the entire agreement
28 of the parties with respect to the subject matter hereof and
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1 supersedes all prior discussions, negotiations, understandings or
2 agreements relating thereto.
3 SECTION 5: Revocation. Notwithstanding the term of this
4 Agreement, the license granted to Maywood herein shall be revocable in
5 whole or in part by the City upon notice from the City to Maywood that
6 Maywood has failed to comply with any material provision of this
7 Agreement if such default is not cured within one day following
8 delivery of notice of default. The revocation of the license granted
9 herein shall in no way prejudice any of the rights and remedies
10 available to the City at law or in equity. If the license granted
11 herein is cancelled Maywood shall promptly cease all Work at the
12 Property, remove the Equipment and repair any damage done to the
13 Property by Maywood, its employees, agents, consultants, contractors,
14 or subcontractors at Maywood's sole cost and expense.
15 SECTION 6: Termination. City, at its sole discretion, may
16 terminate this Agreement upon thirty (30) days written notice to
17 Maywood and such termination shall be effective in the manner
18 specified in such notice and shall be without prejudice to any claim
19 that either party may have against the other. During the thirty (30)
20 day period after such notice is sent, the parties shall continue to
21 act toward each other in good faith.
22 SECTION 7: Notices. All notices, approvals, consents and
23 other communications between the parties shall be in writing, and
24 shall be sent by fax or by certified mail (return receipt requested)
25 to the respective addresses set forth below, or at such other address
26 as may be furnished by either party to the other in writing.. Faxed
27 notices, confirmed by copy thereof, shall be deemed communicated as of
28 the day the facsimile was sent. Mailed notices will be deemed
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communicated as of the day of receipt or the third (3rd) day after
mailing, whichever occurs first.
City of Maywood
At to :
4319 Slauson Avenue
Maywood, CA 90270
City of Vernon
Attn: City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Fax: iv3%-zz-gRf& Fax: 323-826-1438
Telephone: vZ3����� Telephone: 323-583-8811 ext 260
SECTION 8: Attorney Fees. In the event either party hereto
brings suit to enforce the terms of this Agreement or on account of
breach hereof, the party not prevailing in such suit shall pay any and
all costs and expenses incurred by the other party in such suit,
including, without limitation, court costs and attorneys' fees.
SECTION 9: Amendments. No alteration or variation of this
Agreement shall be valid or binding unless made in writing and signed
by the parties hereto.
SECTION 10: Counterparts. This Agreement may be executed
in counterparts, and facsimile signatures shall be enforceable and
binding on the parties, provided, however, that the parties shall
exchange originally signed documents on a reasonably prompt basis.
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IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by and through their authorized officers on the date,
month and year first written above.
E t'
ATTEST'.
MAN LA GIRON, Ci y Clerk
AP P OVED A TO FORM:
defi<.
Jeyff. ,f. AAtrison, City Attorney
CITY OF VERNON
BYy�s:1�C'_yz�GG
Mayor / -P4aar D—a
CITY OF MAYWOOD
By: �
City Administrator
ATTEST:
City Cl''erk
APPROVED AS TO FORM:
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