City of Palos Verdes Estates - Radio Facility 1111 •
AGREEMENT BETWEEN THE CITY OF PALOS VERDES
ESTATES AND THE CITY OF RANCHO PALOS VERDES
REGARDING THE INSTALLATION AND USE OF RADIO
TRANSMISSION/RECEIVER EQUIPMENT AT THE CITY OF
RANCHO PALOS VERDES' CITY HALL LOCATED AT 30940
HAWTHORNE BOULEVARD IN THE CITY RANCHO PALOS
VERDES,CALIFORNIA
The City of Rancho Palos Verdes (hereinafter "RPV") and the City of Palos Verdes
Estates (hereinafter "PVE") (collectively referred to as "the parties") hereby agree that
RPV will allow PVE to install and operate PVE's governmental radio
transmission/receiver equipment at RPV's City Hall, which is located at 30940
Hawthorne Boulevard. in the City of Rancho Palos Verdes, California.
I. NATURE OF AGREEMENT:
This Agreement (hereinafter "Agreement") sets forth the procedures and conditions that
both parties agree to follow regarding the installation and use by PVE of PVE's
governmental transmission/receiver equipment at RPV's City Hall in the locations that
are depicted in the site plan, which is attached hereto as Exhibit "A" and incorporated
herein by this reference ("the Site"). The parties agree that, except as provided herein,
this Agreement shall not convey to PVE any duties, obligations, responsibilities or
privileges. PVE also agrees this Agreement shall not confer on PVE any rights to any
assets of RPV.
II. TERM:
This Agreement shall commence on July 1, 2011, and will continue until terminated by
either party, with or without cause, as set forth herein in Section VII.
III. RESPONSIBILITIES:
[A] PVE agrees that it must seek and receive prior approval in writing from RPV
before it may install, modify and operate any of its governmental transmission/receiver
equipment at the Site. Any antenna or new antenna support structure that is to be located
at the Site must be painted gray. PVE may only install transmission/receiver equipment
that is to be used by PVE for governmental purposes, including emergency
communication equipment. No non-governmental transmission/receiver equipment may
be installed by PVE pursuant to this Agreement. Initially, PVE may install the
governmental communications equipment that are depicted on the Installation Drawings,
which are attached hereto Exhibit "B" and incorporated herein by this reference. If it is
determined that PVE has installed unauthorized equipment at the Site, RPV will notify
PVE that PVE must remove the unauthorized equipment within two weeks of the date of
the written notice from RPV. RPV may stipulate a longer period to remove the
unauthorized equipment if exceptional circumstances warrant such a time extension. If
PVE refuses to remove such equipment within the stipulated time period, RPV shall have
the unqualified right to remove such unauthorized equipment at the sole expense of PVE,
and RPV may terminate this Agreement after providing 30 days written notice to PVE.
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[B] PVE agrees that it must seek and receive prior approval from RPV before PVE
and its agents/vendors may enter the Site for any and all routine service and maintenance.
Such approval shall not be unreasonably withheld. The vendors that are acting pursuant
to an agreement with PVE shall have the right to enter the Site and climb any
antenna/tower structure that is being used to support PVE's communications equipment,
as depicted on Exhibit"B,"in order to perform maintenance thereon.
[C] All PVE agents/vendors entering the Site must be pre-registered with RPV.
However, nothing in this agreement shall prevent or prohibit a pre-registered agent or
vendor from immediately accessing the Site (including after-hours access) in the event of
an emergency. In cases such as these, PVE agrees to notify RPV of the entry as soon as is
reasonably possible (generally within three business days), thereafter. Additionally, in the
event of an emergency, PVE retains the right to install necessary unauthorized
equipment, in which case PVE will notify RPV of such installation as soon as possible.
[D] Before installing any new communications equipment (including any antennae)
or before modifying any previously installed equipment at the Site (except replacing like
for like), or before any change is made to the location where the equipment is to be
installed, PVE agrees it first must submit to RPV for RPV's review and written approval
the following documents:
1. A written description of its project and the equipment and supporting
facilities (wiring, floors, conduit, consoles, etc.) proposed to be installed at
the Site;
2. Written specifications for all cabling, attachments, hardware, racks, etc.,
which must meet RPV's standards;
3. Any necessary revisions to the approved Installation Drawings (Exhibit"B");
and,
4. Any necessary revision to the approved Site Plan(Exhibit"A").
[E] Any and all installations performed by PVE and its agents/vendors shall be
carried out in a workmanlike manner using sound engineering and electrical practices.
During and after the installation, the Site shall be left in a neat and presentable condition.
All excess installation materials, temporary structures, and equipment used by the
installers shall be promptly removed.
[F] Any installation by PVE and its agents shall only begin upon direction from
RPV's Director of Public Works or his/her designee confirming that access is available to
the Site; that PVE has provided and properly installed to RPV's reasonable satisfaction
any necessary floors, racks, consoles and modification to the existing AC power, and that
the building grounds are in a satisfactory condition to accommodate the proposed work.
PVE agrees that all work relating to PVE's installation project shall be performed by
PVE's vendor at PVE's sole expense.
[G] PVE further agrees that any equipment it installs and operates at facility shall
not interfere with the communications operations of RPV or its current lessees, and that
RPV shall have the unqualified right to remove or disable any PVE equipment that
interferes with RPV's operations or the operations of its leasees at the expense of PVE.
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However, prior to removing or disabling such equipment, RPV must notify PVE so that
PVE may attempt to rectify the matter to RPV's reasonable satisfaction.
IV. INSURANCE:
During the term of this Agreement, PVE and its agents shall carry the following
insurance policies, which shall name RPV as an additional insured thereunder:
A. Worker's Compensation insurance in accordance with the applicable requirements
of California law;
B. General Liability insurance having minimum coverage limits of not less than
$1,000,000.00 combined single limit per occurrence, and umbrella liability coverage of
$2,000,000.00 in excess of said primary coverage; and
C. Automobile Insurance in accordance with the requirements of California law.
All policy forms, endorsements and insurance carriers shall be subject to the reasonable
approval of RPV. None of the foregoing insurance policies shall be cancelled without
thirty (30) days' prior written notice to RPV. Any cancelled policies shall be replaced
prior to any applicable cancellation date with an identical policy from an insurer
reasonably acceptable to RPV. Upon the execution of this Agreement, PVE shall deliver
to RPV certificates of insurance evidencing such coverage and naming RPV as an
additional insured. RPV recognizes that PVE is a member of the California Joint Powers
Insurance Authority, and agrees to accept equivalent Evidence of Coverage from the
CJPIA in lieu of any insurance policies, certificates, or endorsements required by this
Section IV.
V. INDEMNIFICATION:
PVE agrees to indemnify, hold harmless and defend RPV and all its successors and
assignees, and its officers, directors agents, employees and volunteers from any and all
claims, demands, loss, damages, actions, causes of action, suits, expenses and or liability
whatsoever, including attorney's fees and costs of suit, arising from or occasioned by any
act, omission or negligence of PVE or its agents, officers, servants or employees, in the
performance of this Agreement.
RPV agrees to indemnify, hold harmless and defend PVE and all its successors and
assignees, and its officers, directors agents, employees and volunteers from any and all
claims, demands, loss, damages, actions, causes of action, suits, expenses and or liability
whatsoever, including attorney's fees and costs of suit, arising from or occasioned by any
act, omission or negligence of RPV or its agents, officers, servants or employees, in the
performance of this Agreement.
VI. DISPUTE RESOLUTION:
PVE and RPV shall attempt to settle any claim, dispute or controversy arising from this
Agreement through consultation and negotiation in good faith and in a spirit of mutual
cooperation. If a lawsuit is necessary to resolve any dispute arising out of any of the
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provisions of this Agreement, the prevailing party in such action shall be entitled to
reasonable attorney's fees and costs of suit as adjudicated and determined by the Court.
VII. TERMINATION:
This Agreement may be terminated by either party upon the giving of thirty (30) days'
prior written notice to the other party. Furthermore, RPV shall have the right to terminate
this Agreement immediately upon the discovery of any unauthorized equipment installed
by PVE and its agents/vendors at the Site, but only if such equipment interferes with the
functioning of RPV's City Hall or with communications equipment located at the Rancho
Palos Verdes City Hall that is owned by RPV or its lessess, as set forth in Section III G
above.
VIII. MISCELLANEOUS PROVISIONS:
A. Governing Law. The rights and obligations of the parties hereunder shall be
governed by, construed and enforced in accordance with the laws of the State of
California Venue for any action arising from this Agreement shall be the Los
Angeles Superior Court or appropriate federal district court for the Central
District of California.
B. Entire Agreement. This Agreement contains the full and entire agreement
between and among the parties with respect to the entire subject matter hereof and
supersedes any and all previous or contemporaneous agreements and discussions,
whether written or oral. Any and all prior or contemporaneous discussions,
negotiations, writings, commitments and/or undertakings are merged herein, and
no representations by any party not embodied herein shall be valid or binding.
C. Amendments to Agreement. This Agreement may be amended only by a
subsequent agreement in writing signed by all parties to this Agreement.
D. Severability. The invalidity in whole or in party of any provision of this
Agreement shall not void or affect the validity of any other of the provisions of
this Agreement.
E. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original; however, all such counterparts shall
constitute but one and the same instrument with the effective date hereof being
the date set forth above herein.
F. Authority to Execute. Each City Council authorizes the City Manager of its
respective city to execute this Agreement on that City's behalf. Each person
signing this Agreement warrants and represents that, to the extent he or she is
executing this Agreement for and on behalf of that City, he or she has been fully
empowered and properly authorized to execute this Agreement for and behalf of
said entity, and instructed by those having the requisite authority to cause said
entity to make and enter into this Agreement.
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G. Notices. Notices shall be given pursuant to this Agreement by personal service
on the party to be notified, or by written notice upon such party sent by Registered
Mail of the United States Postal Service addressed as follows:
CITY OF PVE: Attention: City Manager
City of Palos Verdes Estates
340 Palos Verdes Drive West
Palos Verdes Estates, CA 90274
CITY OF RPV: Attention: City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard.
Rancho Palos Verdes, CA. 90275
The notices shall be deemed to have been given as of the date of personal service, or
three days after deposit of the same in the custody of the United States Postal Service.
PVE agrees to provide any required notice to RPV at, or addressed to, any new
headquarters/facility that RPV may move to, upon PVE being advised of RPV's new
address. RPV agrees to provide any required notice to PVE at or addressed to any new
headquarters/facility that PVE may move to, upon RPV being advised of PVE's new
address.
IX RECIPROCITY
In the event that RPV has the need to locate its own governmental radio
transmission/receiver equipment on real property owned and/or controlled by PVE in the
future, PVE agrees to fully cooperate with and assist RPV in obtaining an appropriate site
on PVE's property to accommodate such an installation and to approve an Agreement
similar to this one.
IN WITNESS WHERE F, the parties hereto have executed this Agreement
entered into this It lay of , 2011.
CITY OF PALOS VERDES ESTATES CITY OF RANCHO PALOS VERDES
Gebtfrec
Judy mit , Acting City Manager Carolyn rhr, City Manager
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EXHIBIT "A"
SITE PLAN
K-9
Notes: New
1.GPS antenna measures 4" Omni
diaX6"h.
Antenna
Plus 2'mast(1%dia).
2.Repeater Antenna Not to scale
measures 68"x 2".
Plus 8'x 2"mast,total height
above roofline not to exceed •
10' 1 J
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