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Home My WebLink AboutSCC Fire Department (4)USE AGREEMENT Alternate Emergency Operations Center THIS AGREEMENT is made and entered into on July 1, 2009 by and among the Town of Los Altos Mills ("Town"), the Los Altos Hills County Hire District ("District"), and the Santa Clara County Fire Department ("Department"). 1. Training Room. The District and the Department agree to allow the Town to enter upon and use the training room ("Training Room") located on the first floor of the El Monte Fire Station situated at 12355 El Monte Avenue, in the Town of Los Altos Hills, County of Santa Clara, State of California ("Premises") for use as the Town's Alternate Emergency Operations Center. 2. Term. The term of this Agreement shall be five (5) years, to commence on July 1, 2009, and to end on June 30, 2014. The District and Town may terminate this agreement without cause upon three (3) months notice. 3. Rent. The Town agrees to pay, without demand, to the District and Department for the use of the Training Room, the sum of One Dollar ($1) per year in advance on the first day of July of each year beginning the year 2009, at P.O. Box 1766 Los Altos, CA 94023. 4. Use of Training Room. The Training Room shall be used by the Town solely for the purpose of operating the Alternate Emergency Operations Center ("Alternate EOC"). The Alternate EOC will function as the Town's centralized location for the gathering and dissemination of information used to manage an emergency event should the Town Hall and Heritage House at 26379 Fremont Road, Los Altos Hills become unusable or unavailable. 5. Access. Town staff and other emergency responders shall have access to the Training Room and surrounding yard of the Premises at times and for the purposes described herein. 6. Installation of Equipment. The Town shall be responsible for all costs associated with the installation of communication equipment and services necessary to operate the Alternate EOC. An antennae is required to operate the ham operator's equipment during training or an actual emergency event for best reception as determined by the Department's Facilities Coordinator. The antennae shall not be attached to the Premises or the Fire Station or impede the emergency operations of the facility. All installation work shall be done under the supervision and control of the District's and Department's Facilities Coordinator who shall be notified at least five (5) days in advance of any work being performed and shall provide reasonable access to the Training Room to perform said work. The Town shall be responsible for removing all of the EOC equipment and repairing any structural or other alterations caused by installation of this equipment upon termination of this Agreement. 7. Storage of Equipment. The Town shall be allowed to store a "tote container" approximately 2ft. x 3ft. x 2ft. in size in the Training Room in an area that will not impede the normal function of the Training Room. The container shall be large enough to hold all necessary equipment for the EOC. C:\Documents and Settings\sgarcia\Desktop\My Documents\EOC\USE AGREEMENT for Alternate EOC 4.doe 1 8. Training Exercises. Town staff and emergency responders shall have access to the Training Room and surrounding facilities for training exercises at times subject to the approval of the Department. Town staff shall notify the Department at least two (2) weeks in advance of their intent to hold a training exercise in order to avoid scheduling conflicts for the Training Room. 9. Indemnity. This agreement is made upon the express condition that the Town shall indemnify and hold harmless the District and Department and their officers, agents and employees against any and all suits, claims or actions arising out of the Town's use of the Training Room as an Alternate Emergency Operations Center by the Town or its agents, employees, or contractors , including but not limited to, any injury or injuries to, or death or deaths, of persons or property that may occur, or that may be alleged to have occurred from any cause or causes whatsoever, while using the Alternate Emergency Operations Center during the term of the agreement (except where caused by the active negligence or willful misconduct of the District or Department, its officers, employees or agents). The Town further agrees to defend any and all such actions, suits or claims not caused by the active negligence or willful misconduct of the District or Department, its officers, employees or agents and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith and if any judgment be rendered against the District or Department or any other individuals enumerated above in any such action, the Town, at its expense shall satisfy and discharge same. 10. Insurance. (a) Workers Compensation. The Town shall procure and maintain at all times during the term of this agreement workers compensation insurance in conformance with the laws of the State of California and Federal laws where applicable. Employers Liability Insurance shall not be less than One Million Dollars ($1,000,000) per accident or disease. At the request of the District and Department, the Town shall deliver a Certificate of Insurance which shall stipulate that thirty (30) days advance written notice of cancellation or material change shall be given to the District and Department. (b) Commercial General Liability and Automobile -Liability Insurance. The Town shall also maintain at all times during the term of this agreement General Liability Insurance and Automobile Liability Insurance covering Town and District and Department for any liability arising out of the use of, or occurring in, on, or about the Alternate EOC. The policy (ies) shall be subject to a limit for each occurrence of a least One Million Dollars ($1,000,000) naming as an additional insureds, the District and Department and their officers, employees and agents. The Insurer(s) shall agree that its policy(ies) is Primary Insurance and that it shall be liable for the full amount of any loss up to and including the total limit of liability without right of contribution from any other insurance covering the District and Department. Inclusion of the District and Department as additional insureds shall not in any way affect their rights with respect to any claim, demand, suit, or judgment made, brought or recovered against the Town. Said policy shall protect the Town and the District and Department in the same manner as though a separate policy had been issued to each; but nothing in said policy shall operate to increase the Insurer's liability as set forth in the policy beyond the amount or amounts shown or to which the Insurer would be liable if only one interest had been named as an insured. At the request of District and Department, the Town shall deliver a Certificate of Insurance and endorsements which shall indicate compliance with the insurance requirements of this paragraph and CADocumeuts and Settings\sgarcia\Desktop\My Documents\EOC\USE AGREEMENT for Alternate EOC 4,doe I shall stipulate that thirty (30) days advance written notice of cancellation or material change shall be given to the District and Department. 11. Assignment. Town shall not assign this Agreement, voluntarily or by operation of law, without the prior written consent of both District and Department, which may be withheld in the Department and District's sole discretion. In order for any permitted assignment to be valid, (i) such assignment shall be in writing, (ii) the assignee shall have agreed in such written assignment to assume all of the obligations of Town hereunder, (iii) such assignment shall be an assignment of all of Town's rights and obligations under this Agreement, (iv) a copy of the written assignment shall be delivered to both District and Department immediately upon execution, and (v) the written assignment shall contain the name, address, telephone number, facsimile number and contact person for the assignee. Any attempted assignment in violation of the foregoing provision shall be void and a material default of this agreement. Absent a written Agreement between the parties hereto to the contrary, no assignment of any of the rights or obligations under this Agreement shall result in a novation or in any other manner release Buyer from its obligations under this Agreement. 12. Severability. If a court of competent jurisdiction finds any provision in this Agreement to be invalid, illegal, or otherwise unenforceable, that determination will not affect any other provision of this Agreement. The invalid provision will be severed from this Agreement and all remaining provisions will continue to be enforceable by its terms and of full force and effect. 13. Notices. All notices required to be given pursuant to this agreement shall be by phone, email, in person or in writing to the parties as set forth below: Town of Los Altos Hills Steven Garcia Public Safety Officer 26379 Fremont Road Los Altos Hills, CA 94022 sgarcia(cr�losaltoshills.ca.gov (650) 947-2508 Santa Clara County Fire Department Ken Waldvogel, Fire Chief Santa Clara County Fire Department 14700 Winchester Boulevard Los Gatos, CA 95030-1818 (408) 378-4010 Los Altos Hills County Fire District c/o Jeanne Evilsizer P.O. Box 1766 Los Altos Hills, CA 94023-1766 C:\Docuraentsand Settings\sgarcia\Desktop\My Documents\EOC\USE AGREEMENT for Alternate EOC 4.doc In Witness Whereof, the Town of Los Altos Hills, the Los Altos Hills County Fire District and the Santa Clara County Fire Department have executed this Agreement on the dates indicated below. Town of Los Altos Hills &� L- Vkr61[t 105 Jean Mordo, Mayor Date Los Altos Hills County Fire District Berin Fanlc, President D,e Santa Clara County Fire Department Ken Vidvogel, Fi hief Da C:\Documents and Settings\sgarcia\Desktop\My Documents\EOC\USE AGREEMENT for Alternate EOC 4.doc M