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2009-11 Riverside Co, Indio, Coachella - Cooperative Agrmt - Fire Ladder TruckCOOPERATIVE AGREEMENT BETWEEN THE CITY OF INDIO, THE CITY OF LA QUINTA, THE CITY OF COACHELLA, AND THE COUNTY OF RIVERSIDE TO SHARE THE COST OF A LADDER TRUCK COMPANY THIS AGREEMENT, was made and entered into this �65�J day of 2009, by and between the County of Riverside, a political subdivision of the State of California, ("COUNTY"), on the one hand, and the Cities of Indio, La Quinta, Coachella, each a California municipal corporation (each a "CITY," in the aggregate as "CITIES") on the other hand. COUNTY and CITIES are hereinafter collectively referenced as the "Parties," and sometimes alternatively referenced as a "Party." SECTION I: PURPOSE A. The COUNTY, in its capacity as a party to COUNTY's Cooperative Fire Programs Fire Protection Reimbursement Agreement with the California Department of Forestry and Fire Protection, has contracted with each of the CITIES individually for the provision of Fire Protection, Fire Prevention, Rescue, and Medical Services via a separate cooperative agreement. B. The CITIES and COUNTY desire to enter into a cost sharing agreement for a ladder truck which will be of mutual benefit for all Parties. C. The CITIES and COUNTY believe the ladder truck staffing cost should be equitably distributed to the participating agencies. NOW, THEREFORE, IT IS AGREED as follows SECTION II: COOPERATIVE OPERATIONS Emergency Responses: The ladder truck shall be dispatched, when available, to any residential and commercial structure fire within the jurisdictions of the CITIES and COUNTY. The ladder truck shall also be utilized by staff for fire suppression, aerial master stream and technical rescue, salvage, overhaul, ventilation, public displays, training, and emergencies. The truck shall be located at a station that will allow a response time of fifteen (15) minutes, or less, to each of the CITIES. SECTION III: COST SHARE STAFFING, MAINTENANCE/REPAIR The Parties agree that each CITY's share of the cost of the ladder truck shall be billed by the COUNTY as a line item concurrent with the normal quarterly billing pursuant to that CITY's cooperative agreement with COUNTY. On or about the first day of each fiscal year, each CITY will receive an estimated annual ladder truck staffing cost COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITY OF INDIO, LA QUINTA, & COACHELLA July 1, 2009 to June 30, 2011 1 of 6 MAR 16 2010 3AD based upon the top step salaries of the personnel assigned to the ladder truck. The shared staffing costs for the ladder truck shall consist of the salaries of 2.3 Fire Captains, 2.3 Fire Apparatus Engineers, and 4.4 Firefighters. A maintenance/repair budget of twenty thousand dollars ($20,000.00) will also be shared. Actual ladder truck staffing and maintenance/repair costs shall be shared as follows: (i) City of Indio, fifty percent (50%), (H) County of Riverside, twenty-five percent (25%), (iii) City of La Quinta, twelve and one half percent (12.5%) and (iv) City of Coachella, twelve and one half percent (12.5%). Exhibit "A-V attached hereto and incorporated by this reference herein reflects data as to the Parties' anticipated cost sharing for Fiscal Year 2009- 2010. SECTION IV: TERM This agreement shall be in effect as of the day and year hereinabove first written and shall be in effect through and including June 30, 2011. Thereafter it will continue until terminated by any Party by giving one (1) year notice, in writing, to the other Parties. Any Party wishing to withdraw shall provide written notice of withdrawal to all other Parties prior to June 30th of the preceding fiscal year. SECTION V: INDEMNIFICATION AND HOLD HARMLESS Each of the Parties ("Indemnitor") shall indemnify and hold the other Parties, together with said other Parties' respective officers, agents, employees and independent contractors ("Indemnitees") free and harmless from any claim or liability whatsoever, based or asserted upon any act or omission of Indemnitor or Indemnitor's officers, agents, employees, volunteers, subcontractors, or independent contractors, for property damage, bodily injury or death, or any other element of damage of any kind or nature arising out of the performance of this Agreement to the extent that such liability is imposed on any Indemnitee by the provisions of California Government Code Section 895.2 or other applicable law, and Indemnitor shall defend at its expense, including attorney fees, Indemnitees in any legal action or claim of any kind based upon such alleged acts or omissions. SECTION VI. OWNERSHIP The City of Indio owns the ladder truck and maintains the insurance on said ladder truck. SECTION VII: DELIVERY OF NOTICES All notices permitted or required under this agreement shall be given to the respective parties at the following address, or at such other addresses as the respective parties may provide in writing for this purpose. COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITY OF INDIO, LA QUINTA, & COACHELLA July 1, 2009 to June 30, 2011 2of6 COUNTY OF RIVERSIDE County Fire Chief 210 W. San Jacinto Ave. San Jacinto, CA 92570 CITY OF LA QUINTA City Manager P.O. Box 1504 La Quinta, CA 92253 CITY OF INDIO City Manager 100 Civic Center Mall Indio, CA 92201 CITY OF COACHELLA City Manager 1515 6th Street Coachella, CA 92236 Any notice required to be given hereunder to either party shall be given by personal delivery or be depositing such notice in the U.S. mail to the address listed, certified with return receipt requested, and pre -paid postage affixed. Such notice shall be deemed made when personally delivered or when mailed. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of method of service. SECTION VIII. GENERAL PROVISIONS A. ALTERATION OF TERMS No addition to, or alteration of, the terms of this Agreement, whether by written or verbal understanding of the Parties, their officers, agents, or employees, shall be valid unless made in the form of a written amendment to this Agreement, which is formally approved and executed by both Parties. B. JURISDICTION VENUE ATTORNEY'S FEES This Agreement is to be construed under the laws of the State of California. The Parties agree to the jurisdiction of the appropriate courts in the County of Riverside, State of California. C. WAIVER Any waiver by any of the Parties, separately or collectively, of any breach of any one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term thereof. Failure on the part of any Party to require exact, full and complete compliance with any terms of this Agreement shall not be construed as in any manner changing the terms hereof, or estopping any Party from enforcement hereof. COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITY OF INDIO, LA OUINTA, & COACHELLA July 1, 2009 to June 30, 2011 3 of 6 D. SEVERABILITY If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. E. ADMINISTRATION 1. The COUNTY Fire Chief shall administer this Agreement on behalf of the County of Riverside. 2. Each CITY's City Manager shall administer this Agreement on behalf of that City. F. ENTIRE AGREEMENT This Agreement is intended by the Parties hereto as a final expression of their understanding, with respect to the subject matter hereof and as a complete and exclusive statement of the terms and conditions thereof and supersedes any and all prior and contemporaneous agreements and understandings, oral or written, in connection therewith. [SIGNATURE PROVISIONS ON NEXT PAGE] COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITY OF INDIO, LA QUINTA, & COACHELLA July 1, 2009 to June 30, 2011 4 of 6 IN WITNESS WHEREOF, the duly authorized officials of the parties hereto have, in their respective capacities, set their hands as of the date first hereinabove written. In li -7 1 4 Dated: L- D CITY OF INDIO ATTEST: By: Cy hia Hernandez, CMC City Clerk (SEAL) Glenn So thard, City Manager APPROVED AS TO FORM: By: Edward Kotkin, City Attorney Dated: al 31 atll. t=, CITY OF LA QUINTA By / Tom Genovese, City Manager APPROVED•FORM: Veronica �f- .-City ber V (SEAL) [ADDITIONAL SIGNATURE PROVISIONS ON NEXT PAGE] COOPERATIVE AGREEMENT TO SHARE THE COST OF A IADDER TRUCK COMPANY CITY OF INDIO, LA QUINTA, & COACHELLA July 1, 2009 to June 30, 2011 5of6 Dated: ATTEST: By: (SEAL) Dated: MAR 16 2010 ATTEST: KECIA HARPER -THEM Clerk of the Board ffm�Alilli"yul . (SEAL) CITY OF COACHELLA By: Eugene Rogers, City Manager APPROVED AS TO FORM: By: _WQ— Carlos Campos, City Attorney COUNTY OF RIVERSIDE Chairman Board of Supervisors APPROVED AS TO FORM: PAMELA J. WALLS, County Counsel By:�, c SYN HIA M. GUNZEL Deputy County Counsel COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITY OF INDIO, LA QUINTA, & COACHELLA July 1, 2009 to June 30, 2011 6of6 MAR 16 2010 3° t4D EXHIBIT "A-1" TO THE COOPERATIVE AGREEMENT TO PROVIDE FIRE PROTECTION, FIRE PREVENTION, RESCUE AND MEDICAL EMERGENCY SERVICES FOR THE DESERT TRUCK SHARED WITH THE CITY OF INDIO, LA QUINTA, & COACHELLA DATED NOVEMBER 23, 2009 FOR. FY 09/10 CAPTAIN'S ENGINEER'S ------------- ------------- TRUCK 360,379 2.3 308,519 2.3 TRUCK MAINTENANCE ESTIMATED BUDGET FF II'S TOTALS 503,654 4.4 1,172,552 Total cost split 12.5% Coachella, 12.5 % LaQuinta, Indio 50%, and County 25%. 'ESTIMATED FURLOUGH SAVINGS BASED ON STAFFING LEVELS LISTED, AT TOP STEP BEFORE BENEFITS, FOR THREE (3) DAYS PER MONTH, FOR THE PERIOD OF JAN-APRIL 2010, FOUR (4) MONTHS: 156,686 CAPT 134,139 ENG 114,467 FF II Exhibit 'A-V CITIES OF INDIO, LA QUINTA, COACHELLA Page 1 of 1 20.000 $1,192,552 $18,776.11 A COOPERATIVE AGREEMENT BETWEEN THE CITY OF INDIO, THE CITY OF LA QUINTA, THE CITY OF COACHELLA, AND THE COUNTY OF RIVERSIDE TO SHARE THE COST OF A LADDER TRUCK COMPANY THIS AGREEMENT, was made and entered into this J day of 2018, by and between the County of Riverside, on behalf of the Fire Departmenl, a political subdivision of the State of California, (hereinafter referred to as "COUNTY") and the City of Indio, City of La Quinta, and the City of Coachella, each a duly created city (hereinafter each a "CITY" and collectively the "CITIES"). COUNTY and CITIES are hereinafter collectively referred to as the "Parties". SECTION I: PURPOSE A. The COUNTY has contracted with the CITIES individually for the provision of Fire Protection, Fire Prevention, Rescue, and Medical Services in a separate cooperative agreement respectively. B. The CITIES and COUNTY desire to enter into a cost sharing agreement for a ladder truck which will be of mutual benefit for all involved agencies. C. The CITIES and COUNTY believe the ladder truck staffing cost should be equitably distributed to the participating agencies. NOW, THEREFORE, IT IS AGREED as follows: SECTION II: COOPERATIVE OPERATIONS Emergency Responses: The ladder truck shall be dispatched, when available, to all residential and commercial structure fires within the jurisdictions of the CITIES and COUNTY. The ladder truck shall also be utilized for staffing and expertise in other emergencies relating to entrapment and medical emergencies. The truck shall be located in a position to provide a response time of fifteen minutes, or less, to the CITIES. SECTION III: COST SHARE The Parties agree the cost of the ladder truck shall be billed to CITIES by the COUNTY with the normal quarterly billing pursuant to the CITIES respective cooperative agreements, and the cost will be shown as a line item on that bill. The CITIES will receive an estimated cost of the ladder truck staffing based on the top step salaries of the personnel assigned to the ladder truck, at the first of the fiscal year. The cost pool of the ladder truck shall consist of the salaries of 2.3 Fire Captains, 2.3 Fire COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITIES OF INDIO, LA QUINTA, & COACHELLA July 1, 2016 to June 30, 2018 1 of 7 JAN 3 02w 3,1b Apparatus Engineers, 3 Firefighter II Paramedics and 1.4 Firefighters II. A maintenance budget of $20,000 will also be included in the cost pool. The cost shall be distributed by the CITIES of Indio contributing fifty percent (50%), the County of Riverside contributing twenty-five percent (25%), and the cities of La Quinta and Coachella each contributing twelve and one half percent (12.5%) of the actual cost of the staffing and maintenance of the ladder truck. SECTION IV: TERM The term of this Agreement shall be from July 1, 2016 to June 30, 2018. Any party to this Agreement may terminate this Agreement by providing a written notice of termination to the other party's hereto no less than one (1) year prior to the expiration of the term hereof. If such notice is given unilaterally by COUNTY except any notice issued because of actions of CAL FIRE or CITIES, COUNTY agrees to continue to provide Fire Services to CITIES until such time as CITIES has a reasonable opportunity to implement alternative Fire Services. In no event shall this Agreement be terminated by either party after June 30, 2017. SECTION V: INDEMNIFICATION AND HOLD HARMLESS To the fullest extent permitted by applicable law, COUNTY shall and does agree to indemnify, protect, defend and hold harmless CITIES, its agencies, districts, special districts and departments, their respective directors, officers, elected and appointed officials, employees, agents and representatives (collectively, "Indemnitees") for, from and against any and all liabilities, claims, damages, losses, liens, causes of action, suits, awards, judgments and expenses, attorney and/or consultant fees and costs, taxable or otherwise, of any nature, kind or description of any person or entity, directly or indirectly arising out of, caused by, or resulting from (1) the Services performed hereunder by COUNTY, or any part thereof, (2) the Agreement, including any approved amendments or modifications, or (3) any negligent act or omission of COUNTY, its officers, employees, subcontractors, agents, or representatives (collectively, "Liabilities"). Notwithstanding the foregoing, the only Liabilities with respect to which COUNTY's obligation to indemnify, including the cost to defend, the Indemnitees does not apply is with respect to Liabilities resulting from the negligence or willful misconduct of an Indemnitee, or to the extent such claims do not arise out of, pertain to or relate to the Scope of Work in the Agreement. To the fullest extent permitted by applicable law, CITIES shall and does agree to indemnify, protect, defend. and hold harmless COUNTY, its agencies, departments, directors, officers, agents, Board of Supervisors, elected and appointed officials and representatives (collectively, "Indemnitees") for, from and against any and all liabilities, claims, damages, losses, liens, causes of action, suits, awards, judgments and expenses, attorney and/or consultant fees and costs, taxable or otherwise, of any nature, kind or description of any person or entity, directly or indirectly arising out of, COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITIES OF INDIO, LA QUINTA, & COACHELLA July 1, 2016 to June 30, 2018 2 of 7 caused by, or resulting from (1) the services performed hereunder, by CITIES, or any part thereof, (2) the Agreement, including any approved amendments or modifications, or (3) any negligent act or omission of CITIES its officers, employees, subcontractors, agents, or representatives (collectively, "Liabilities"). Notwithstanding the foregoing, the only Liabilities with respect to which CITIES's obligation to indemnify, including the cost to defend, the Indemnitees does not apply is with respect to Liabilities resulting from the negligence or willful misconduct of an Indemnitee, or to the extent such claims do not arise out of, pertain to or relate to the Scope of Work in the Agreement. SECTION VI: OWNERSHIP MAINTENANCE REPAIRS The City of Indio owns the ladder truck and maintains the insurance on said ladder truck. The ladder truck maintenance and/or repair costs shall be paid through the cost allocation plan or as a direct invoice distributed to each Party, with the City of Indio contributing fifty percent (50%), the County of Riverside contributing twenty-five percent (25%), and the cities of La Quinta and Coachella each contributing twelve and one half percent (12.5%) of the actual cost of the maintenance and/or repair of the ladder truck. SECTION VII: DELIVERY OF NOTICES All notices permitted or required under this agreement shall be given to the respective parties at the following address, or at such other addresses as the respective parties may provide in writing for this purpose. COUNTY OF RIVERSIDE County Fire Chief 210 W. San Jacinto Ave. San Jacinto, CA 92570 CITY OF LA QUINTA City Manager 78-495 Calle Tampico La Quinta, CA 92247 CITY OF INDIO City Manager 100 Civic Center Mall Indio, CA 92201 CITY OF COACHELLA City Manager 1515 6th Street Coachella, CA 92236 Any notice required to be given hereunder to either party shall be given by personal delivery or be depositing such notice in the U.S. mail to the address listed, certified with return receipt requested, and pre -paid postage affixed. Such notice shall be deemed made when personally delivered or when mailed. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of method of service. COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITIES OF INDIO, LA QUINTA, & COACHELLA July 1, 2016 to June 30, 2018 3 of 7 SECTION Vill. GENERAL PROVISIONS A. ALTERATION OF TERMS No addition to, or alteration of, the terms of this Agreement, whether by written or verbal understanding of the Parties, their officers, agents, or employees, shall be valid unless made in the form of a written amendment to this Agreement, which is formally approved and executed by both Parties. B. DISPUTES CITIES shall select and appoint a "Contract Administrator' who shall, under the supervision and direction of CITIES, be available for contract resolution or policy intervention with COUNTY, when, upon determination by the Chief that a situation exists under this Agreement in which a decision to serve the interest of CITIES has the potential to conflict with COUNTY interest or policy. Any dispute concerning a question of- fact arising under the terms of this Agreement which is not disposed of within a reasonable period of time by the CITIES and COUNTY employees normally responsible for the administration of this Agreement shall be brought to the attention of the Chief Executive Officer (or designated representative) of each organization for joint resolution. For purposes of this provision, a "reasonable period of time" shall be ten (10) calendar days or less. CITIES and COUNTY agree to continue with the responsibilities under this Agreement during any dispute. Disputes that are not resolved informally by and between CITIES and COUNTY representatives may be resolved, by mutual agreement of the parties, through mediation. Such mediator will be jointly selected by the parties. The costs associated with mediator shall be shared equally among the participating parties. If the mediation does not resolve the issue(s), or if the parties cannot agree to mediation, the parties reserve the right to seek remedies as provided by law or in equity. The parties agree, pursuant to Battaglia Enterprises v. Superior Court (2013) 215 Cal.AppAth 309, that each of the parties are sophisticated and negotiated this agreement and this venue at arm's length. Pursuant to this Agreement, the parties agree that venue for litigation shall be in the Superior Court of Riverside County. Should any party attempt to defeat this section and challenge venue in Superior Court, the party challenging venue stipulates to request the Court change venue to San Bernardino County and shall not ask for venue in any other County. Any claims or causes of actions, whether they arise out of unresolved disputes as specified in this Section or claims by third parties that are made against the COUNTY, shall be submitted to the Office of the Clerk of the Board for the County of Riverside in a timely manner. For claims made against the COUNTY that involve CalFire employees, to the extent permissible under the COUNTY's contract with CalFire, the claims will be forwarded on to CalFire for processing. COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITIES OF INDIO, LA QUINTA, & COACHELLA July 1, 2016 to June 30, 2018 4 of 7 C. WAIVER Any waiver by any of the Parties, separately or collectively, of any breach of any one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term thereof. Failure on the part of the Parties to require exact, full and complete compliance with any terms of this Agreement shall not be construed as in any manner changing the terms hereof, or estopping any one of the CITIES or COUNTY from enforcement hereof. D. SEVERABILITY If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. E. ADMINISTRATION 1. The COUNTY Fire Chief shall administer this Agreement on behalf of the County of Riverside. 2. The CITIES respective CITIES Manager shall administer this Agreement on behalf of its own CITIES. F. ATTORNEY'S FEES If CITIES fails to remit payments for services rendered pursuant to any provision of this Agreement, COUNTY may seek recovery of fees through litigation, in addition to all other remedies available. In the event of litigation between COUNTY and CITIES to enforce any of the provisions of this Agreement or any right of either party hereto, the unsuccessful party to such litigation agrees to pay the prevailing party's costs and expenses, including reasonable attorneys' fees, all of which shall be included in and as a part of the judgment rendered in such litigation. G. ENTIRE AGREEMENT This Agreement is intended by the Parties hereto as a final expression of their understanding, with respect to the subject matter hereof and as a complete and exclusive statement of the terms and conditions thereof and supersedes any and all prior and contemporaneous agreements and understandings, oral or written, in connection therewith. [SIGNATURE PROVISIONS ON NEXT PAGE] COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITIES OF INDIO, LA QUINTA, & COACHELLA July 1, 2016 to June 30, 2018 5 of 7 IN WITNESS WHEREOF, the duly authorized officials of the parties hereto have, in their respective capacities, set their hands as of the date first hereinabove written. Dated: 5";Z 5 " 16 ATTEST: By: 'a. 'a.� a4 ol- Cynthia HerndAdez, City Jerk Dated. - ATTEST: m (SEAL) (SEAL) CITY OF INDIO Dan Martinez,� yT Manager APPROVED AS TO FORM: 0 Roxanne Diaz, City Attorney CITY OF LA QUINTA By: City Manager APPROVED AS TO FORM: By: City Attorney [ADDITIONAL SIGNATURE PROVISIONS ON NEXT PAGE] COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITIES OF INDIO, LA QUINTA, & COACHELLA July 1, 2016 to June 30, 2018 6 of 7 IN WITNESS WHEREOF, the duly authorized officials of the parties hereto have, in their respective capacities, set their hands as of the date first hereinabove written. Dated: ATTEST: By: City Clerk (SEAL) Dated: _ ATTEST: CITY OF INDIO By: City Manager APPROVED AS TO FORM: By: City Attorney CITY OF LA QUINTA FRANK J. , City Manager EVA APPROVED FORM: By: - By: SUSAN MAYSELS, City Cler WILLIAM H. IHRKE, City Attorney (SEAL) City of La Quinta, California [ADDITIONAL SIGNATURE PROVISIONS ON NEXT PAGE] COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITIES OF INDIO, LA QUINTA, & COACHELLA July 1, 2016 to June 30, 201t9 6 of 7 Dated: ATTEST: By: "'R_ 1'*I'AA&AL�� Andrea Carranza Deputy City Clerk (SEAL) Dated: JAN 3 0 2018 ATTEST: KECIA HARPER -THEM Clerk of the Board B: 4)� p uty (SEAL) CITY OF COACHELLA By/itager APPROVED AS TO FORM- By - City COUNTY OF RIVERSIDE APPROVED AS TO FORM: - -PA}AELA-d-. WALL-6, GREGORY P . PRIAMOS County Counsel By: - R QL GREGORY P. PRIAMOS -Duty County Counsel \\FPRRU01\root\root\data\RRU County Finance\Contract Cities\COOPERATIVE AGREEMENT\COST SHARE LADDER TRUCK COOPERATIVE AGREEMENT - INDIO, LA QUINTA, COACHELLA, COUNTY\Ladder Truck Agmt w-Indio La Quinta Coachella 20160428 docx COOPERATIVE AGREEMENT TO SHARE THE COST OF A LADDER TRUCK COMPANY CITIES OF INDIO, LA QUINTA, & COACHELLA July 1, 2016 to June 30, 2018 7of7