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INSURAiVCt [VOI REQUIRED <br />YYQRK MAY PROCEED <br />CLERK OF COUNCIL <br />DATEa 1i11AR 2 2 201 <br />N-2011-026 <br />O •• F M S ? I? VEHICLE EVALUATION AGREEMENT <br />W ;1l`i o? m GY?2??rr? <br />NQ?JG,C? THIS AGREEMENT is made this ? day o£xary, 2011, b? and between <br />MITSUBISHI MOTORS NORTH AMERICA, INC., a California corporation <br />("MMNA"), located at 6400 Katella Avenue, Cypress, California 90630- and The City of <br />Santa Ana, a charter City ("Company"), located at 20 Civic Center Plaza, Santa Ana, CA, <br />with reference to the following facts: <br />WHEREAS, MMNA is in the business of importing, manufacturing and <br />distributing in the United States Mitsubishi brand motor Vehicles and desires to provide <br />to Company the Mitsubishi i-MiEV electric vehicle for use by Company for evaluation <br />purposes; and <br />WHEREAS, Company desires to obtain such Vehicle from MMNA to use for <br />such purposes; <br />NOW, THEREFORE, in consideration of the mutual covenants and on the basis <br />of the representations and warranties herein set forth, the parties hereto agree as follows: <br />1. Vehicle, Delivery and Vehicle Use Term. MMNA shall Loan to Company the <br />Mitsubishi i-MiEV vehicle ("Vehicle") to be used by Company for.the purposes set forth <br />above in accordance with the terms and conditions of this Agreement. Except as <br />specifically provided below, Company shall have the right to use the Vehicle as provided <br />hereunder at no charge. The registered owner of all Vehicles shall at all times remain <br />MMNA. The delivery schedule of the Vehicle will be mutually agreed upon by MMNA <br />and Company, and MMNA shall deliver the Vehicle to Company at a mutually agreed <br />location. The Vehicle provided hereunder shall be used for a maximum of 14 days from <br />the d?.te of delivery to Company ("Vehicle Use Term"). MMNA may terminate this <br />Agreement automatically if Company fails to fulfill any of its obligations hereunder in a <br />timely fashion or if Company violates any of the terms of this Agreement. <br />2. Use. Company shall not use the Vehicles for any unlawful purpose, for racing, <br />for the transportation of persons or property for hire or for off-road driving purposes and <br />the Vehicles shall-not be used by anyone not legally qualified to drive. Company will <br />insure that tl?e Vehicles will only be driven by Company employees. Off-road driving" <br />shall mean the operation of the Vehicles in an area which is not a designated and <br />maintained public or private road, regardless of whether the area is either dirt or hard- <br />surfaced. The Vehicles may be- operated anywhere in the continental United States, but <br />shall not be operated anywhere else, including Canada and Mexico, without MMNA's <br />prior written consent. Company shall pay all traffic summons, penalties, and fines <br />imposed by any governmental authority in connection with Company's operation and use <br />of the Vehicles. <br />3. User's Responsibilities. Company shall ensure that all persons who use a <br />Vehicle understand the terms and conditions of this Agreement. Company agrees that it <br />is primarily responsible for each user's failure to perform in accordance with this <br />Agreement, and that failure by Company or such users to perform the obligations <br />hereunder may result in the termination of this Agreement. Company shall indemnify and <br />hold MMNA harmless for any liabilities arising out of any such user's use of a Vehicle as <br />further set forth below.