9. GOVERNING LAW. This Agreement shal! be governed by and construed in accordance with the laws of the State of California.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties with regard to the subject matter herein and supersedes all prior oral and written agreements and understandings between the parties with respect thereto.
11. ATTORNEY'S FEES. ln the event any action or proceeding is instituted arising out of or relating to this Agreement, the prevailing party shall be entitled to its reasonable attorneys'fees and actual costs.
12. EOUNTERPARTS, PDF. ThiS Agreement may be executed in counterparts. The Parties agree that a facsimile or electronic copy of this Agreement shall be as effective as the original.
13. NO WAIVER. Waiver by a party of any provision of this Agreement shall not be considered a continuing waiver or a waiver of any other provision, including the time for performance of any such provision
14. SEVERABILIW. lf any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in fullforce and effect and not be affected, impaired, or invalidated thereby.
REMAINDER OF PAGE INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first above written.
"CITY"
CITY OF TEHACHAPI
By:-----------
City Manager
"COUNTY"
COUNTY OF KERN
By: _________ _
APPROVED AS TO FORM:
County Counsel
By: _________ _
Deputy County Counsel
AGREEMENT NO.
INDEMNITY AGREEMENT
THIS AGREEMENT is made and entered into on
by and between the CITY OF TEHACHAPI, a municipal corporation ("City"), and the COUNTY OF KERN, a political subdivision of the State of California ("County"). City and County may be referred to individually as "Party" and collectively as "Parties".
RECITALS
WHEREAS, County is the annual recipient of funds from the Governo/s Office of Emergency Services to support and provide for the purchase of equipment and training related to public safety ("Grant Funds"); and
WHEREAS, the equipment and training purchased with the Grant Funds may be distributed to other agencies within Kern County, including the City based on selection of projects most deserving of the Grant Funds; and WHEREAS, in exchange for the County purchasing and providing the equipment and training to the City, City desires to hold harmless and indemniff County from any claims and/or litigation arising out of the use of the equipment and training purchased and distributed to the City pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, incorporating the foregoing recitals herein, the Parties mutually agree as follows:
1. PROJECT. The name of the project in the FY21 State Homeland Security Grant for the City is:
O Kern Op Area Cybersecurity Prolect with an initia! budgeted allocation of $35,000. The Grant Funds shall be payable to City on or before 2022.
2. EQUIPMENT AND TRAINING. The equipment and training approved for funding under this project are:
. lnterna!/External Cyber Penetration Testing
. lncident Response Planning
. Connection of MDC Devices To Active Directory
. Microsoft lntune Mobile Device Management
3. INDEMNITY City agrees to indemnify, defend and hold harmless County and County's agents, board members, elected and appointed officials and officers, employees, volunteers, and authorized representatives from any and all
losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgements, costs, fines and expenses (including, but not limited to reasonable attorneys' fees, costs of staff time, and investigation costs) of whatever kind or nature, which arise out of or are in any way connected with the City's use of the lnterna!/External Penetration Testing, Incident Response Planning, Connection of MDC Devices To Active Directory, and Microsoft lntune Mobile Device Management and any act or omission of the City or City's officers, agents, employees, independent contractors, sub-contractors of any tier, law enforcement partners or authorized representatives arising out of, connected with, or caused by the use of the lnternal/External Penetration Testing, Incident Response Planning, Connection of MDC Devices to Active Directory, and Microsoft lntune Mobile Device Management. \Mthout limiting the generality of the foregoing, the same shall include injury or death to any person or persons, damage to any property, regardless of where located, including the property of County, and any workers' compensation claim or suit arising from or connected with the above referenced use of the subject lnternal/External Penetration Testing, lncident Response Planning, Connection of MDC Devices To Active Directory, and Microsoft lntune Mobile Device Management performed pursuant to this Agreement by or on behalf of the City or City's officers, agents, employees, independent contractors, sub-contractors of any tier, Iaw enforcement partners or authorized representatives.
4. SELF INSURANCE City self-insures as a matter of normal business practice, and will continue to self-insure for the term of this Agreement in at least the minimum amounts necessary to meet reasonable risks. City shall forward documentation to the County that demonstrates that the City self-insures as a matter of normal business practice before receiving any equipment purchased with the Grant Funds.
5. AMENDMENT. The provisions of this Agreement may be modified only by mutual agreement of the parties. No modification shall be binding unless it is in writing and signed by the Party against whom enforcement of the modification is sought.
6. COMPLIANCE WITH LAW. The Parties shall observe and comply with all applicable local, state and federal laws, ordinances, rules and regulations now in effect or hereafter enacted.
7. SIGNATURE AUTHORITY. Each Party has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each Party has been fully authorized and empowered to enter into this Agreement.
8. INDEPENDENT CONTRACTORS. In the performance of the services under this Agreement, the Parties shall be, and acknowledge that they are in fact and law, independent contractors and not agents or employees of the other. Each has, and shall retain, the right to exercise full supervision and control over the manner and
methods of providing services under this Agreement. Each retains full supervision and control over the employment, direction, compensation and discharge of all persons assisting in the provision of services under this Agreement and shall be solely responsible for payment of wages, benefits and other compensation, compliance with all occupational safety welfare and civil rights laws, tax withholding and payment of employment taxes whether federal, state or local, and compliance with any and all other laws regulating employment.
9. NOTICES. All notices required to be given under this Agreement or by law shall be in writing and shall be deemed received by the party to whom directed if personally served or when faxed or when sent by electronic mail ("email") or when deposited in the United States mail, postage prepaid, first class addressed as follows:
If to City, City Manager, 115 South Robinson Street, Tehachapi, California 93561, Fax (661) 822-2197, [email protected]; or if to Consultant, Fax
Email- Any party may change its address or fax number
by giving notice to the other party in the manner herein described
10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 11, ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties with regard to the subject matter herein and supersedes all prior oral and written agreements and understandings between the parties with respect thereto.
12. ATTORNEY'S FEES. ln the event any action or proceeding is instituted arising out of or relating to this Agreement, the prevailing party shall be entitled to its reasonable attorneys'fees and actual costs.
13. COUNTERPARTS. PDF. This Agreement may be executed in counterparts. The Parties agree that a facsimile or electronic copy of this Agreement shall be as effective as the original.
14. NO WAIVER. Waiver by a party of any provision of this Agreement shall not be considered a continuing waiver or a waiver of any other provision, including the time for performance of any such provision
15. SEVERABILITY. f any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in fullforce and effect and not be affected, impaired, or invalidated thereby.
16. CAPTIONS. The captions appearing in this Agreement are for convenience only, are not part of this Agreement, and shall not be considered in
_t
interpreting this Agreement.
REMAINDER OF PAGE INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first above written.
"CITY"
CITY OF TEHACHAPI
By:-----------
"COUNTY"
COUNTY OF KERN
By: _________ _
APPROVED AS TO FORM:
County Counsel
By: _________ _
Deputy County Counsel
City Manager