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Resolution No. 96221 2 3 4 5 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9622 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A LICENSE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND THE CITY OF MONTEREY PARK PROVIDING FOR THE MAINTENANCE OF A REMOTE RADIO RECEIVER AT SEQUOIA PARK IN THE CITY OF MONTEREY PARK WHEREAS, on August 21, 1990, the City Council of the City of Vernon adopted Resolution No. 5810 approving a License Agreement dated August 31, 1990, with the City of Monterey Park ("Monterey Park") for the installation and maintenance of a remote radio receiver at Sequoia Park in the City of Monterey Park to provide reception for handheld radios used outside the boundaries of the City for City's emergency communications; and WHEREAS, the License Agreement expired on May 30, 2000; and WHEREAS, the Chief of Police has recommended that the City enter into an agreement for the continued placement of a remote radio receiver at the Sequoia Park radio site located at 750 Ridge Crest Street in Monterey Park for the period of May 6, 2008 to May 6, 2018; and WHEREAS, the City and Monterey Park desire to enter into a License Agreement setting forth the terms and conditions under which the City shall install, maintain and have access to a radio remote receiver at Sequoia Park; and WHEREAS, the City Council of the City of Vernon 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 Monterey Park'to enhance services provided 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 to the Vernon Community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby Ifinds and determines that the recitals contained hereinabove are true land correct. SECTION 2: The City Council of the City of Vernon hereby approves the License Agreement with Monterey Park, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the City Administrator to execute the Agreement with Monterey Park 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 give one fully executed Agreement to: Monterey Park Police Department Attn. Jones M. Moy, Police Chief 320 W. Newmark Avenue Monterey Park, CA 91754 SECTION 5: The City Council of the City hereby authorizes the City Administrator, or his designee, to make whatever non - substantive, administrative and/or text changes, upon advice of counsel, to the Agreement. SECTION 6: The City Council of the City of Vernon hereby approves and authorizes the City Administrator, or his designee, to execute any and all documents necessary to implement and carry out the purposes specified in the License Agreement on behalf of the City of = 2 - 1 2 3 4I1 5' 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Vernon and to perform such other actions deemed necessary or advisable. SECTION 7: 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 19th day of May, 2008. AT EST: X�4�- MAUIELA GIRO , C'ty Clerk Name: Leonis Ca Malburg Title: Mayor 74-�4e�rem�, - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9622, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, May 19, 2008, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) MANUELA GIR N, City Clerk - 4 - EXHIBIT A LICENSE AGREEMENT This License Agreement ("License") is dated as of May 6, 2008 for identification purposes, and is entered into by and between the City of Monterey Park ("City") and the City of Vernon ("Permittee") (collectively the "Parties"). A. The Permittee desires to maintain a remote receiver outside the City of Vernon's geographic boundaries in order to aid in the Permittee's emergency communications. B. The City can accommodate a radio receiver at its Sequoia Park radio site and the placement of such receiver will not interfere with any of the radio equipment and other communication systems currently installed on such site. NOW, THEREFORE, the Parties agree as follows: 1. Installation and Storage of Remote Receiver. The City agrees to permit Permittee, or its designee, t o enter Sequoia Park, located at 750 Ridge Crest Street, Monterey Park, California 91754 (the "Property") temporarily, in order to install and store a remote receiver on the Property in order to provide reception for handheld radios used outside the boundaries of the City of Vernon by the Permittee for emergency communications. Permittee agrees to install such remote receiver at a location on the Property to be designated by the City's designated representative ("Project Manager), which location may be changed at any time by t h e Project Manager in his or her sole discretion and upon written notice to Permittee. 2. Installation of Telephone Line. The City agrees to allow Permittee to have a telephone line connected to said receiver in order to transmit messages to Permittee. The telephone company shall be given reasonable access to the receiver site subject to paragraphs 3 and 6 hereof. All charges related to the installation and use of such telephone line shall be borne by Permittee. 3. Coordination of Installation Operations. Prior to Permittee's installation of the remote receiver, and continuing until the completion of such work, Permittee shall coordinate its installation operations with the Project Manager. The Project Manager shall have control over the scheduling, hours, manner of performance and all other aspects of Permittee's installation operations, to the extent necessary to insure that performance of Permittee's installation operations do not interfere with or obstruct any work being performed on or around the Property by the City or cause a public or private nuisance or create a hazardous or injurious situation. 4. Term. The term of this license shall commence on May 6, 2008, or as soon thereafter as this License is duly executed by both Parties, and shall expire on May 6, 2018 unless terminated earlier by either party pursuant to paragraph 11 hereof. 5. Maintenance of Remote Receiver. The City agrees to permit the Permittee to maintain the remote receiver. Prior to Permittee's maintenance of the remote receiver and continuing until completion of such work, Permittee shall coordinate its maintenance operations with the Project manager. Permittee shall notify the City at least 24 hours in advance of any proposed maintenance. Project manager shall have control over the scheduling, hours, manner of performance and all other aspects of Permittee's maintenance operations, to the extent necessary to insure that Permittee's maintenance operations do not interfere with or obstruct any work being performed on or around the Property by the City or cause a public or private nuisance or -1- create a hazardous or injurious situation. City understands that compliance with the 24-hour advance notice requirement by the Permittee may not be possible in situations where emergency repairs to Permittee's equipment are required. 6. Access to Property. Permittee shall have access to the Property solely in the manner and only at the times designated by the Project Manager. The City expressly reserves the right to shift Permittee's permitted point(s) and route(s) of access and time of access to the Property from time to time to the extent considered necessary by the Project Manager in connection with the orderly coordination of the installation and maintenance operations on and around the Property. In the event emergency access is required, Permittee shall give the City advance notice to the extent practical in order to gain access to the Property. 7. Adequate SecuritX. Permittee shall, at its sole expense, provide safety and security measures in connection with its use of the Property which are adequate to protect the safety of all users of the Property or any adjacent property. 8. Insurance. Permittee agrees to insure any and all liabilities which may arise from its use of the Property for the storage and maintenance of the remote receiver and any actions taken by the Permittee in conjunction with the foregoing, and to provide proof of a Commercial General liability insurance policy with a combined single limit of not less than $1,000,000.00 and $2,000,000.00 aggregate. Permittee agrees to name the City of Monterey Park, its officials, agents and employees as additional insured. Permittee agrees to provide the City of Monterey Park with Certificates of insurance as well as endorsements evidencing insurance coverage and additional insured status of the City. Permittee agrees to waive any rights of subrogation against the City and its officials, employees, and agents. 9. Assignment. This License is for the sole use and privilege of Permittee and cannot be assigned or transferred without prior written consent of the City which consent may be given by the City Manager in his or her sole discretion. Any attempt to assign or transfer this License without such consent renders this License voidable by sole option of the City. 10. Right of Possession. Permittee acknowledges and agrees that this License shall not create or grant to the Permittee any possessory rights with respect t o the Property. 11. Termination. This License is revocable at any time, for any reason, at the sole option and discretion of the City without the necessity of showing cause. The Permittee may terminate this License upon 24-hour advance written notice to the City. If the City revokes this License or if this License is otherwise terminated, Permittee agrees to peaceably surrender the Property upon written or oral demand by the City or its authorized representative, and to vacate the Property and to remove all personal property thereon. Permittee also agrees that it will not under any circumstances be entitled to reimbursement for any expenses incurred under this License or to payment for the value of any improvements to the Property pursuant hereto. 12. Government Restrictions. Permittee agrees that all installation and maintenance operations when undertaken, while in progress, and as completed, shall comply with applicable laws, ordinances, statutes, codes, rules, regulations or other like matters of any governmental entity, agency or political subdivision. Without limitation of the foregoing, Permittee agrees that installation operations shall not be undertaken until all applicable permits, required to perform such work, have been obtained. -2- 13. Condition of Property. It is expressly understood and agreed that Permittee or its designee is permitted on the Property as is, and that the City makes no representation, covenant, warranty, or promise that the Property is fit for any particular use, including the use for which this License was entered into, and Permittee has not relied on any such representation, covenant, warranty or promise. The City shall not be liable for any latent or patent defects in or on the Property. The Permittee hereby waives all other express or implied warranties representations regarding any latent or patent defects in the Property. 14. Repair Requirement. Permittee agrees that upon completion for any of its installation or maintenance operations on or around the Property or upon termination of this License by the City the Permittee will repair the Property in a manner acceptable to the Project Manager and Permittee shall be solely responsible for any costs related thereto. 15. Indemnity. From and after the execution of this License, Permittee agrees to indemnify, defend and hold harmless the City and any and all its officers, agents, employees and representatives (collectively, "Representatives") and each of there and the Property, from and against all claims, actions, proceedings, losses, liabilities, damages, penalties, costs, attorneys fees and expenses (including without limitation mechanics, materialmen's and laborer's liens and court costs and attorney's fees incurred by the indemnified party with respect to counsel of its choice) ("Losses and Liabilities") related directly or indirectly to or arising out of or in connection with Permittee's installation, storage or removal of the remote receiver and telephone line on the Property, or any of Permittee's activities on the Property, regardless of whether said Losses and Liabilities arise in tort or contract, or concern personal injury or property damage, or arise from the negligence of the City or its Representatives; provided that this paragraph shall not apply to any Losses and Liabilities caused solely by the intentional wrongful acts of the City or its Representatives. Permittee, as a material part of the consideration given to City, hereby (i) assumes all risk of damage to real or personal property or injury t o persons in, upon or about the Property arising from any cause including, but not limited to, any damage, injury to person or death resulting from the condition or use by the Permittee of the Property, or the installation , storage, use or removal of the remote receiver or telephone line from the Property and (ii) waives all claims in respect thereof against the City. 16. Attorney's Fees. If the City or the Permittee brings an action or files a proceeding to declare the rights granted hereunder or to enforce any of the terms of this License or as a consequence of any breach by the opposing Party of its obligations hereunder, then the prevailing Party in such an action or proceeding shall be entitled to have its reasonable attorneys' fees and costs paid by the losing Party. 17. Waiver of Rights: Amendment. Delay in the enforcement of any right hereunder by a party shall not result in a waiver of that right and any waiver by a Party hereunder shall require a writing, signed by the Party to be bound, expressly acknowledging that waiver. This License contains the entire agreement between the parties. The provisions of this License may not be amended or altered except by a written instrument fully executed by each of the Parties hereto. -3- 18. Rules and Regulations. The City reserves the right to adopt any rules and regulations from time to time governing the use of the Property by Permittee which rules and regulations shall be binding on the Permittee upon written notice to Permittee by the City. 19. Notices. All communications, notices and demands of any kind that either party may be required or desires to give to the other party shall be made in writing and delivered t o t h e following addresses: To City: City of Monterey Park Attn: City Manager 320 West Newmark Avenue Monterey Park, CA 91754 To Permittee: City of Vernon Police Department Attn: Chief of Police 4305 Santa Fe Avenue Vernon, CA 90058 Dated: City of Monterey Park Dated: LIZ June Yotsuya City Manager 320 West Newmark Avenue Monterey Park, CA 91754 City of Vernon Attest: Approved as to form: Eric Fresch City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Manuela Giron City Clerk Jeff Harrison City Attorney 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 June 2, 2008 Monterey Park Police Department Attn: Jones M. Moy, Police Chief 320 W. Newmark Avenue Monterey Park, CA 91754 Re: License Agreement Dear Mr. Moy: Transmitted herewith are two partially executed agreements as referenced above, approved by City Council on May 19, 2008, through Resolution No. 9622. Please return one fully executed original agreement to the undersigned. If you have any questions regarding this matter, please call Mr. Steve Towles, at (323) 583-8811 ext. 114. er truly yours, Nel G' o City Clerk NG:dr c: Steve Towles Resolution No. 9622 Agreement File No. 08-050 Ey,c(usivefy Industfiaf .® 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 RESOLUTION NO. 9650 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON REPEALING RESOLUTION NO. 9622, RESCINDING THE LICENSE AGREEMENT APPROVED ON MAY 19, 2008 AND APPROVING AND AUTHORIZING THE EXECUTION OF A NEW LICENSE AGREEMENT BY AND BETWEEN THE CITY .OF VERNON AND THE CITY OF MONTEREY PARK PROVIDING FOR THE MAINTENANCE OF A REMOTE RADIO RECEIVER AT SEQUOI-A - - PARK IN THE CITY OF MONTEREY PARK WHEREAS, on May 19, 2008, the City Council of the City of Vernon adopted Resolution No. 9622 approving and authorizing the execution of a License Agreement under which the City would install, maintain and have access to a radio remote receiver at Sequoia Park in the City of Monterey Park for the period of May 6, 2008 through May 6, 12018; and WHEREAS, subsequent to the approval of the License Agreement and before the Agreement was completely executed, a provision concerning the destruction or condemnation of the City's equipment was deemed necessary upon advice of counsel; and WHEREAS, the City and Monterey Park desires to adopt a revised License Agreement incorporating the revised language; and WHEREAS, the City Council of the City of Vernon desires to repeal Resolution No. 9622, rescind the License Agreement approved on May 19, 2008 and adopt a revised License Agreement setting forth the terms and conditions under which the City shall install, maintain and have access to a radio remote receiver at Sequoia Park; and WHEREAS, the City Council of the City of Vernon 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 Monterey Park to enhance 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 services provided to the Vernon Community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 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 repeals Resolution No. 9622 and rescinds the License Agreement approved on May 19, 2008. SECTION 3: The City Council of the City of Vernon hereby approves the new License Agreement with Monterey Park, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator to execute said Agreement with Monterey Park for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 5: The City Council of the City hereby authorizes the City Administrator, or his designee, to make whatever non - substantive, administrative and/or text changes, upon advice of counsel, to the Agreement. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send one fully executed Agreement to: Monterey Park Police Department Attn. Jones M. Moy, Police Chief 320 W. Newmark Avenue Monterey Park, CA 91754 - 2 - 1 SECTION 7: The City Council of the City of Vernon hereby 2 approves and authorizes the City Administrator, or his designee, to 3 execute any and all documents necessary to implement and carry out the 4 purposes specified in the License Agreement on behalf of the City of 5 Vernon and to perform such other actions deemed necessary or 6 advisable. 7 SECTION 8: The City Clerk of the City of Vernon shall 8 certify to the passage of this resolution, and thereupon and 9 thereafter the same shall be in full force and effect. 10 APPROVED AND ADOPTED this 16th day of June, 2008. 11 12 , 13 Name: Leonis C. Malburg 14 � rr ��.61-T Title: Mayor ! �a Am 15 ATTEST: 16 17 MA UELA GIRON, Ci y Clerk 18 19 20 21 22 23 24 25 26 27 28 - 3 1I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9650, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, June 16, 2008, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) `hzv-14� Z�i�" - ANUELA GIRO ,, dity Clerk - 4 - EXHIBIT A LICENSE AGREEMENT This License Agreement ("License") is dated as of May 6, 2008 for identification purposes, and is entered into by and between the City of Monterey Park ("City") and the City of Vernon ("Permittee") (collectively the "Parties"). A. The Permittee desires to maintain a remote receiver outside the City of Vernon's geographic boundaries in order to aid in the Permittee's emergency communications. B. The City can accommodate a radio receiver at its Sequoia Park radio site and the placement of such receiver will not interfere with any of the radio equipment and other communication systems currently installed on such site. NOW, THEREFORE, the Parties agree as follows: 1. Installation and Storage of Remote Receiver. The City agrees to permit Permittee, or its designee, t o enter Sequoia Park, located at 750 Ridge Crest Street, Monterey Park, California 91754 (the "Property") temporarily, in order to install and store a remote receiver on the Property in order to provide reception for handheld radios used outside the boundaries of the City of Vernon by the Permittee for emergency communications. Permittee agrees to install such remote receiver at a location on the Property to be designated by the City's designated representative ("Project Manager), which location may be changed at any time by t h e Project Manager in his or her sole discretion *and upon written notice to Permittee. 2. Installation of Telephone Line. The City agrees to allow Permittee to have a telephone line connected to said receiver in order to transmit messages to Permittee. The telephone company shall be given reasonable access to the receiver site subject to paragraphs 3 and 6 hereof. All charges related to the installation and use of such telephone line shall be borne by Permittee. 3. Coordination of Installation Operations. Prior to Permittee's installation of the remote receiver, and continuing until the completion of such work, Permittee shall coordinate its installation operations with the Project Manager. The Project Manager shall have control over the scheduling, hours, manner of performance and all other aspects of Permittee's installation operations, to the extent necessary to insure that performance of Permittee's installation operations do not interfere with or obstruct any work being performed on or around the Property by the City or cause a public or private nuisance or create a hazardous or injurious situation. 4. Term. The term of this license shall commence on May 6, 2008, or as soon thereafter as this License is duly executed by both Parties, and shall expire on May 6, 2018 unless terminated earlier by either party pursuant to paragraph 11 hereof. 5. Maintenance of Remote Receiver. The City agrees to permit the Permittee to maintain the remote receiver. Prior to Permittee's maintenance of the remote receiver and continuing until completion of such work, Permittee shall coordinate its maintenance operations with the Project manager. Permittee shall notify the City at least 24 hours in advance of any proposed maintenance. Project manager shall have control over the scheduling, hours, manner of performance and all other aspects of Permittee's maintenance operations, to the extent necessary to insure that Permittee's maintenance operations do not interfere with or obstruct any work being performed on or around the Property by the City or cause a public or private nuisance or - 1 - create a hazardous or injurious situation. City understands that compliance with the 24-hour advance notice requirement by the Permittee may not be possible in situations where emergency repairs to Permittee's equipment are required. 6. Access to Property. Permittee shall have access to the Property solely in the manner and only at the times designated by the Project Manager. The City expressly reserves the right to shift Permittee's permitted point(s) and route(s) of access and time of access to the Property from time to time to the extent considered necessary by the Project Manager in connection with the orderly coordination of the installation and maintenance operations on and around the Property. In the event emergency access is required, Permittee shall give the City advance notice to the extent practical in order to gain access to the Property. 7. Adequate Security. Permittee shall, at its sole expense, provide safety and security measures in connection with its use of the Property which are adequate to protect the safety of all users of the Property or any adjacent property. 8. Destruction or Condemnation. If the Property and/or Permittee's equipment are damaged, destroyed, condemned or transferred in lieu of condemnation, Permittee may elect to terminate this Agreement without further liability by either party as of the date of the damage, destruction, condemnation, or transfer in lieu of condemnation by giving notice to the City no more than forty-five (45) days following the date of such damage, destruction, condemnation or transfer in lieu of condemnation. If Permittee chooses not to terminate this Agreement upon damage to the Property, City shall use reasonable efforts to provide Permittee with another location on the Property, or other property reasonably acceptable to Permittee that is owned or controlled by City, from which Permittee may operate a remote receiver until the Property is restored and Permittee's receiver is fully operational. 9. Insurance. Permittee, at Permittee's sole cost and expense, shall procure and maintain on the Premises and on the Permittee's facilities, bodily injury and property damage insurance with a combined single limit of at least Five Million and 00/100 Dollars ($5,000,000.00) per occurrence. Such limit may be satisfied by a combination of primary and umbrella policies. Such insurance shall insure, on an occurrence basis, against all liability of Permittee, its employees and agents arising out of or in connection with Permittee's use of the Premises or its entry onto the Land, all as provided herein. Permittee shall name City, as an additional insured on all such insurance policies. Permittee shall provide to City a certificate of insurance evidencing the coverage required by this paragraph, prior to Permittee's entry onto Land or within (30) days following the Effective Date, whichever first occurs. 10. Assi nment. This License is for the sole use and privilege of Permittee and cannot be assigned or transferred without prior written consent of the City which consent may be given by the City Manager in his or her sole discretion. Any attempt to assign or transfer this License without such consent renders this License voidable by sole option of the City. 11. Right of Possession. Permittee acknowledges and agrees that this License shall not create or grant to the Permittee any possessory rights with respect t o the Property. 12. Termination. This License is revocable at any time, for any reason, at the sole option and discretion of the City without the necessity of showing cause. The Permittee may terminate this License upon 24-hour advance written notice to the City. If the City revokes this License or if -2- this License is otherwise terminated, Permittee agrees to peaceably surrender the Property upon written or oral demand by the City or its authorized representative, and to vacate the Property and to remove all personal property thereon. Permittee also agrees that it will not under any circumstances be entitled to reimbursement for any expenses incurred under this License or to payment for the value of any improvements to the Property pursuant hereto. 13. Government Restrictions. Permittee agrees that all installation and maintenance operations when undertaken, while in progress, and as completed, shall comply with applicable laws, ordinances, statutes, codes, rules, regulations or other like matters of any governmental entity, agency or political subdivision. Without limitation of the foregoing, Permittee agrees that installation operations shall not be undertaken until all applicable permits, required to perform such work, have been obtained. 14. Condition of Property. It is expressly understood and agreed that Permittee or its designee is permitted on the Property as is, and that the City makes no representation, covenant, warranty, or promise that the Property is fit for any particular use, including the use for which this License was entered into, and Permittee has not relied on any such representation, covenant, warranty or promise. The City shall not be liable for any latent or patent defects in or on the Property. The Permittee hereby waives all other express or implied warranties representations regarding any latent or patent defects in the Property. 15. Repair Requirement. Permittee agrees that upon completion for any of its installation or maintenance operations on or around the Property or upon termination of this License by the City the Permittee will repair the Property in a manner acceptable to the Project Manager and Permittee shall be solely responsible for any costs related thereto. 16. Indemnity. From and after the execution of this License, Permittee agrees to indemnify, defend and hold harmless the City and any and all its officers, agents, employees and representatives (collectively, "Representatives") and each of them and the Property, from and against all claims, actions, proceedings, losses, liabilities, damages, penalties, costs, attorneys fees and expenses (including without limitation mechanics, materialmen's and laborer's liens and court costs and attorney's fees incurred by the indemnified party with respect to counsel of its choice) ("Losses and Liabilities") related directly or indirectly to or arising out of or in connection with Permittee's installation, storage or removal of the remote receiver and telephone line on the Property, or any of Permittee's activities on the Property, regardless of whether said Losses and Liabilities arise in tort or contract, or concern personal injury or property damage, or arise from the negligence of the City or its Representatives; provided that this paragraph shall not apply to any Losses and Liabilities caused solely by the intentional wrongful acts of the City or its Representatives. Permittee, as a material part of the consideration given to City, hereby (i) assumes all risk of damage to real or personal property or injury t o persons in, upon or about the Property arising from any cause including, but not limited to, any damage, injury to person or death resulting from the condition or use by the Permittee of the Property, or the installation , storage, use or removal of the remote receiver or telephone line from the Property and (ii) waives all claims in respect thereof against the City. 17. Attorney's Fees. If the City or the Permittee brings an action or files a proceeding to declare the rights granted hereunder or to enforce any of the terms of this License or as a consequence of -3- any breach by the opposing Party of its obligations hereunder, then the prevailing Party in such an action or proceeding shall be entitled to have its reasonable attorneys' fees and costs paid by the losing Party. 18. Waiver of Rights: Amendment. Delay in the enforcement of any right hereunder by a party shall not result in a waiver of that right and any waiver by a Party hereunder shall require a writing, signed by the Party to be bound, expressly acknowledging that waiver. This License contains the entire agreement between the parties. The provisions of this License may not be amended or altered except by a written instrument fully executed by each of the Parties hereto. 19. Rules and Repaulations. The City reserves the right to adopt any rules and regulations from time to time governing the use of the Property by Permittee which rules and regulations shall be binding on the Permittee upon written notice to Permittee by the City. 20. Notices. All communications, notices and demands of any kind that either party may be required or desires to give to the other party shall be made in writing and delivered t o t h e following addresses: To City: City of Monterey Park Attn: City Manager 320 West Newmark Avenue Monterey Park, CA 91754 To Permittee: City of Vernon Police Department Attn: Chief of Police 4305 Santa Fe Avenue Vernon, CA 90058 Dated: City of Monterey Park WI June Yotsuya City Manager 320 West Newmark Avenue Monterey Park, CA 91754 Dated: City of Vernon go Eric Fresch City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Approved as to form: Attest: Manuela Giron City Clerk Jeff Harrison City Attorney -5-