HomeMy WebLinkAboutCity of Westminster - 2016-02-29f`T1:#LM
THIS INDEMNIFICATIQPVAND HOLD HARMLESS AGREEMENT ("Agreement") is
made and entered intothigIf in eth ay of February 2016, ("Effective Date") by and between the
CITY OF WESTMINSTER (he "City"), and The City of Huntington Beach Indemnitor")
(collectively referred to as the "Parties")
RECITALS
A WHEREAS, the City is the owner of Westminster Police Range and Safety Training
Center located at 7351 Hazard Ave , Westminster, CA 92683 (hereinafter, this facility,
including its MAT room is referred to as 'Training Center"), and
B WHEREAS, Indemnitor desires to have its police officers use the Training Center
for Purposes of meeting training and qualification requirements, and
C WHEREAS, the City grants permission to Indemnitor to use the City's Training
Center, subject to the fees and certain conditions set forth in this Agreement
NOW, THEREFORE, the Parties hereto agree as follows
1 Right to Use the Training Center & Fee for Use Subject to the terms of this
Agreement, Indemnitor and its police officers may use the Training Center and its MAT room,
subject to reasonable availability and thirty (30) days advanced notice for scheduling
Indemnitor's anticipated use of the Training Center is for firearms training and qualification
Indemnitor agrees to pay the City in accordance with the fee schedule set forth in Exhibit
attached hereto and made a part of this Agreement (the "Fee Schedule")
2 Method of Billing. Indemnitor shall pay City's invoice within forty five (45) days
from the date the Indemnitor receives said invoice Said invoices shall be based on the total
amount of activities and time spent at the Training Center
3 Compliance with all Laws Indemnitor, at its sole cost and expense, shall
comply with all of the requirements of all municipal, state and federal laws, regulations and
authorities now in force, or which may hereafter be in force pertaining to the use of the Training
Center Indemnitor and each of its police officers agree to fully obey and to comply with all
posted rules, regulations and all orders of the Westminster Rangemaster and Range Staff as
well as the Westminster Police Range and Safety Training Center Policy (the "Training Center
Policy") as more fully described in Exhibit "B", attached hereto and made a part of this
Agreement Indemnitor and each its police officers understand that they may be excluded from
the Training Center for failure to fully obey and to comply with all posted rules, regulations, all
orders of the Westminster Rangemaster and Range Staff and Training Center Policy, without
any liability to the City, its officials, police officers, employees, volunteers, attorneys, assigns or
anyone else acting on the City's behalf
4 Indemnification of City Indemnitor, as a material part of the consideration to
be rendered to City under this Agreement, hereby waives any and all claims against City for
damage to equipment or other personal property, in, upon, or about the Training Center, and
hereby waives any and all claims for bodily injury (including death), liability, damages, lawsuits,
expenses (including, but not limited to, medical expenses and attorneys' fees) and any other
WPD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 1 of 5
liability to Indemnitor's Police Officers and/or other employees of Indemnitor who are authorized
by Indemnitor's Police Chief to use the subject Training Center (hereinafter collectively referred
to as "HBPD Patrons") Indemnitor, further agrees to indemnify the City, its elected and
appointed officials, police officers, agents, volunteers, employees, and attorneys, and anyone
else acting on the City's behalf (hereinafter collectively referred to as "Released Parties'),
against and shall hold and save them and each of them harmless from any and all actions,
suits, claims, damages to persons or property, losses, costs,- penalties, obligations, errors,
omissions, or liabilities (herein "Claims or Liabilities") that may be asserted, arise from active or
passive negligence, and are claimed by a third party in connection with the use of the Training
Center by HBPD Patrons, whether or not there is concurrent passive negligence on the part of
the Released Parties in connection herewith
Indemnitor shall defend any action or actions filed in connection with any of said
Claims or Liabilities and shall pay all costs and expenses, including legal costs
and attorneys' fees incurred in connection therewith,
Indemnitor shall promptly pay any judgment rendered against the Released
Parties for any such Claims or Liabilities arising out of or in connection with the
performance of or failure to perform under this Agreement, and Indemnitor
agrees to save and to hold the Released Parties harmless there from,
In the event that the City, its elected or appointed officials, police officers, agents,
employees, volunteers, attorneys, or anyone acting on their behalf, is made a
party to any actions or proceeding filed or prosecuted against Indemnitor for such
damages or other claims arising out of or in connection with Indemnitor's
performance under this Agreement, Indemnitor agrees to pay to the City, its
officials, police officers, agents, volunteers, attorneys or employees, any and all
costs and expenses incurred by them in such action or proceeding, including, but
not limited to, legal costs and attorneys' fees,
The Parties further expressly agree that this indemnification provision is
intended to be as broad and inclusive as is permitted by the law of the State of
California and that if any portion thereof is held invalid, it is agreed that the
balance shall, notwithstanding, continue in full force and effect
In furtherance of this duty of indemnification, Indemnitor represents that it is self -
insured in the amount of $1,000,000 In addition to this self-insurance,
Indemnitor will be required to maintain an insurance policy for personal injury
and property damage in the amount of $1,000,000
5 Release. Indemnitor hereby releases and forever discharges the Released
Parties, and each and every one of them, from and against any and all Claims or Liabilities,
including, but not limited to, any demands, actions claimed by HBPD Patrons This is a
complete and final release and shall be binding upon Imdemnitor and covers claims arising out
of or connected with Indemnitor's presence and/or the use of all or any portion of the Training
Center by HBPD Patrons
6 Waiver of Civil Code Section 1542 The Parties expressly agree to waive and
relinquish all rights and benefits that it may have under Section 1542 of the Civil Code of the
State of California That section reads as follows
WPD Range and Safety Training Center Indemnification and Hold Harmless Agmt ~ ` Page 2 of 5
"§ 1542. [General release; extent] A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor
at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor."
7 Term This Agreement shall commence on the Effective Date and continue for a
period of two (2) year(s), ending on January 31, 2018, unless previously terminated as
provided herein or as otherwise agreed in writing by the parties
8 Termination Either party has a right to terminate this Agreement with or without
cause Termination shall occur only with thirty (30) days advance written notice to the Chief of
Police of the respective department
In the event of termination, Indemnitor shall pay City for time spent at the Training
Center up until the date of the written notice of termination
9 Waiver The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance No waiver of any provision
of this Agreement shall be effective unless in writing and signed by a duly authorized
representative of the party against whom enforcement of a waiver is sought The waiver of any
right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right
or remedy in respect to any other occurrence or event, nor shall any waiver constitute a
continuing waiver
10 Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations This Agreement may be modified only in writing, and signed by
the parties in interest at the time of such modification The terms of this Agreement shall
prevail over any inconsistent provision in any other contract document appurtenant hereto,
including exhibits to this Agreement
11 Notices Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile or mail and shall be addressed as set forth below Such communication shall be
deemed served or delivered a) at the time of delivery if such communication is sent by
personal delivery, b) at the time of transmission if such communication is sent by facsimile, and
c) 48 hours after deposit in the U S Mail as reflected by the official U S postmark if such
communication is sent through regular United States mail
IF TO INDEMNITOR
HBPD
Police Chiefs Office
200 Main St
Huntington Beach, CA 92648
Tel 714-536-5902
Fax
Aftn Police Chief
IF TO CITY
Professional Standards Unit
Westminster Police Depart
City of Westminster
8200 Westminster Blvd
Westminster, CA 92683
Tel 714-898-3315
Fax 714-898-5932
Attn PSU Commander
WPD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 3 of 5
12 Severability If any provision of this Agreement is determined by a court of
competent Jurisdiction to be unenforceable in any circumstance, such determination shall not
affect the validity or enforceability of the remaining terms and provisions hereof or of the
offending provision in any other circumstance
13 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent Jurisdiction located in
Orange County, California
14 Attorneys' Fees In the event that litigation is brought by any party in connection
with this Agreement, each side will bear their own costs and expenses, including reasonable
attorneys' fees, incurred by the exercise of any of its rights or remedies hereunder or the
enforcement of any of the terms, conditions, or provisions hereof
15 Costs. Each party shall bear its own costs and fees incurred in the preparation
and negotiation of this Agreement and in the performance of its obligations hereunder except
as expressly provided herein
16 Knowing and Voluntary This Agreement is an important legal document and in
all respects has been voluntarily and knowingly executed by the Parties hereto The Parties
specifically represent that prior to signing this Agreement they have been provided a
reasonable period of time within which to consider whether to accept this Agreement The
Parties further represent that they have each carefully read and fully understand all of the
provisions of this Agreement, and that they are voluntarily, knowingly, and without coercion
entering into this Agreement based upon their own Judgment The Parties further specifically
represent that prior to signing this Agreement they have conferred with their counsel to the
extent desired concerning the legal effect of this Agreement
17 Cooperation In the event any claim or action is brought against the City relating
to this Agreement, Indemnitor shall render any reasonable assistance and cooperation which
the City might require
18 Amendments Only a writing executed by the parties hereto or their respective
successors and assigns may amend this Agreement
19 No Third Party Beneficiary Rights This Agreement is entered into for the sole
benefit of City and Indemnitor and no other parties are intended to be direct or incidental
beneficiaries of this Agreement and no third party shall have any right in, under or to this
Agreement
20 Headings. Paragraphs and subparagraph headings contained in this Agreement
included solely for convenience and are not intended to modify, explain or to be a full or accurate
description of the content thereof and shall not in any way affect the meaning or interpretation of
this Agreement
21 Construction. The parties have participated Jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or interpretation arises with
respect to this Agreement, this Agreement shall be construed as if drafted Jointly by the parties
and in accordance with its fair meaning There shall be no presumption or burden of proof
WPD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 4 of 5
favoring or disfavoring any party by virtue of the authorship of any of the provisions of this
Agreement -
22 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original All counterparts shall be construed together and shall
constitute one Agreement
23 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so the parties hereto are formally bound to the provisions of this
Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
and through their respective authorized officers, as of the date first above written
CITY OF WESTMINSTER, CITY OF HUNTINGTON BEACH,
A mWicipal corporation a municipal corporation of the State of
CeNi rnia n
"'L)Wgy#g� :?AU/16
Eddie Manfro, City hkanager Mayor
ATT ST
N1,4y,-Z -fie oo
C, C er and ex -off, Clerk City Clerk
of,the City of Westminster
APPROVED AS TO FORM.
QAT-
(3Y
r' ATTORNEY
Receive and File
City beft
APPROVEDVED AND
r'
INITIATED AND APPROVED
llj--�4LZ
Police Chief
APPROVED AS TO FORM
WPD Range and Safety Training Center Indemnification and Hold Harmless Agmt ��^ 4 Page 5 of 5
EXHIBIT
Law Enforcement Rates
Full Day
Half Da
Tactical Range
$600
$300
32 Seat Classroom
$200
$100
MAT Room
$300
$150
Simunition Room
$300
$150
Non -Law Enforcement
Rates
Full Day
Half Day
Tactical Range
$11000
$500
32 Seat Classroom
$400
$200
MAT Room
$500
$250
Simunition Room
$500
$250
January 2oi6
Date: 2-24-16
CITY OF WESTMINSTER
TRANSMITTAL FOR CONTRACT/AGREEMENT EXECUTION
Contractor Name HBPD - City of Huntington Beach Agreement No. (if amendment)
Description of Services Use of WPD Training Facility
Commencement Date 2-30-16
Termination Date 1-31-18
Contract Amount $ By Usa a per Fee Schedule Budget Account No Revenue Acct 31000-34805
Dept. Head Approval: DeptJStaff Contact Mavic Hizon x 3722 (WPD)
(Submthng Department has venBed that Licenses B Bonds are current and in compliance with City, State and Federal regulabons )
Please initial the attached, where indicated and return to the City Clerk When the contract is fully executed the City
Clerk will retain original, will return either a duplicate original or a copy to the submitting department and will send a
copy to contractor/consultant if requested
Route To:
❑ Finance Department
0 Identified Funding Source
Council Approved Appropriation
0 Completed P O Requisition
Verified by Initials/Date
❑ Business Licensing
Bus License Required
No License Required
If yes, License # and expiration date
Verified by Initials/Date
® City Manager
❑ Risk Management - Insurance Requirements*
0 Commercial/General Liability Verified by _
0 Auto Liability
Professional/Errors and Omissions
Worker's Compensation
0 Additional Insured Endorsement
Public Works Contract — all insurance above
City Clerk
= Approved by Council on
of Approved by Council
roved as to Form by City Attorney
Agreement No Assigned
City Clerks I
lu
= Approved = Denied = 700 Form Needed = Return to Submitting Dept
Notes
or i q tv Foe
v
Date