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Home My WebLink AboutDOWNTOWN, INC. 24INSURANCE ON FILE WORK MAY PROCEED UN I URANCE EXPIRES 66: 6.5-19. Add CLERK OF COUNCIL DATE% P JLL 2 5 2018 p-. CD A (0) VEHICLE LICENSE AGREEMENT N-2018-151 sVwoQ THIS VEHICLE LICENSE AGREEMENT ("Agreement") is made and entered into as of \4Zpe,Z Surs-e'. �� , 2018, by and between the CITY OF SANTA ANA, a public body, corporate and politic ("Licensor"), and DOWNTOWN, INC. ("Licensee"), with respect to the following: RECITALS a. The Licensor is the owner of a 1,2002 Electric. GEM Cart; Vehicle Identification Number (VIN) 5ASAK27492FO28166; California License Number El 162329 ("Vehicle"). b. Licensee desires to use the Vehicle owned by the Licensor for work related to the implementation of the Downtown Clean and Safe Program; including, but not limited to, trash removal, street furniture deployment, and event setup. c. The Licensor wishes to accommodate Licensee's desire to use the Vehicle on a non- exclusive basis by granting a license to Licensee upon certain terms and conditions. NOW, THEREFORE, for good and valuable consideration, Licensee and Licensor do hereby agree as follows: License Provided that all of the teens and conditions of this Agreement are fully satisfied, as of the Effective Date of this Agreement, the Licensor hereby grants to Licensee, and its employees, agents and contractors, the non-exclusive, non -assignable, personal right and license to use the Vehicle owned by the Licensor for work related to the implementation of the Downtown Clean and Safe Program, including, but not limited to, trash removal, street furniture deployment, and event setup, and for no other purposes without the prior written approval of the Licensor. 2. Term This Agreement shall begin on the date first written above ("Effective Date"), and terminate on June 30, 2019. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. Ownership It is expressly understood that this Agreement does not in any way whatsoever grant or convey any rights of possession, easement or other cognizable property interest in the Vehicle. Upon termination of this Agreement, any improvements by Licensee to the Vehicle shall be the property of the fee title owner of the Vehicle, unless the Licensor requires Licensee to remove. 4. Agreement By execution of this Agreement, Licensee agrees for itself and on the behalf of its employees, agents, consultants and contractors as follows: a. The Vehicle owned by the Licensor shall only be used for work related to the implementation of the Downtown Clean and Safe Program, including, but not limited to, trash removal, street furniture deployment, and event setup, and for no other purposes without the prior written approval of the Licensor; b. Licensor retains ownership and the right to use the Vehicle at its sole discretion. As a courtesy, Licensor will work with Licensee to provide notice of when Licensor will be using the Vehicle; c. There is no payment due to the Licensor or Licensee for use of the Vehicle; d. The Vehicle must be returned to the Licensor in the condition it was received, and the Licensor shall be responsible for all reasonable repairs and maintenance, including parts and labor, should malfunction or damage occur during the term of this Agreement; e. If the Vehicle is damaged or out of commission for repair or maintenance, Licensor shall not be liable to Licensee in any way, and Licensor shall not be responsible for making alternative arrangements for Licensee to complete its work; f. Licensee shall store and charge the Vehicle overnight at Licensor's downtown public parking garages located at Fifth Street/Main Street and Fifth Street/French Street, with no charge to Licensee; g. Drivers of the Vehicle must possess a valid driver's license; h. The Vehicle must be operated in a safe, controlled and courteous manner, in compliance with all applicable traffic laws and local, state, and federal regulations; i. Never transport unauthorized passengers or cargo in the Vehicle; j. Never allow an unauthorized person to drive the Vehicle; k. Never drive the Vehicle under the influence of any alcohol or drugs, including medications that may cause impairment; 1. Inspect the Vehicle prior to use for obvious safety concerns and significant damage that may exist to the Vehicle, and in no event should the driver attempt to operate the Vehicle with deficiencies that may make it unsafe to operate; m. Drivers are personally responsible for all traffic violations and subsequent fines that may occur while driving the Vehicle; and, n. Licensee shall use the Vehicle entirely at its own cost, risk and expense. 5. Insurance Prior to undertaking use of the Vehicle under this Agreement, Licensee shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 2 Agreement. The Licensee further agrees to indemnify, hold harmless, and pay all costs for the defense of the Licensor, including fees and costs for special counsel to be selected by the Licensor, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Licensor may make all reasonable decisions with respect to its representation in any legal proceeding. 7. Choice of Law This Agreement is to be governed by, and construed in accordance with, the laws of the State of California. Venue shall be in the County of Orange. 8. Remedies Either party shall, in addition to all other rights provided herein or as may be provided by law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder, except to the extent expressly provided to the contrary in this Agreement. All rights and remedies under this Agreement are cumulative and no one of them shall be exclusive of any other, and each party shall have the right to pursue any one or all of such rights and remedies or any other remedy which may be provided by law, whether or not stated in this Agreement, except to the extent expressly provided to the contrary in this Agreement. 9. Counterparts This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 10. Non -Liability of Public Officials No officer, employee, member, agent or representative of the Licensor shall be personally liable to Licensee, or any successor in interest, in the event of any default or breach by the Licensor, or for any amount which may become due to Licensee or its successor, or for any breach of any obligation of the terns of this Agreement. 11. Termination This Agreement may be terminated by either party upon thirty (30) days written notice of termination. 12. Signature Authority Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Licensor fully, including reasonable costs and attorney's fees, for any injuries or damages to Licensor in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. (Signature Page Follows) N-2018-151 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorpey By:' Ryan RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA C r RAUL GODINE I City Manager DOWNTOWN, INC. RYAN CHASE President Tax ID# 26-4051161 N-2018-151 `6 �'r CERTIFICATE OF LIABILITY INSURANCE 006/2812018 ATE Y) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Eddie QUlllares Jr. ACT NAME: Eddie Quivares State Farm Agency IAIc N Ext): 7146177150 _.... 1 (F Not 714.6177158 _.. 415 N. Broadway EMAIL ADDRESSeddle@eddieginsurance.com OSanta Ana, CA 92701 INSURERS AFFORDING COVERAGE NAIL# LIMITS A INSURERA. State Farm General Insurance Company 25151 INSURED DOWNTOWN INC INSURER B: State Farm Fire and Casualty Company 2543 INSURER C: 200 N MAIN ST FL 2 INSURER D: SANTA ANA CA 92701 INSURER E $_ _ 1,000,000 INSURER F: COVERAGES CERTIFICATE NUMBER: 75-0450 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR ADDLSUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICYNUMBER MMIDDIYYYY MMIDUNYYY LIMITS A GENERAL LIABILITY �Y ❑Y 92•CE-0933.0 06/05/2018 .0610512019 EACH OCCURRENCE _ $_ _ 1,000,000 MERCIAL GENERAL LIABILITY 15REMISESRENTED PREMISES He occurrence $ 300,000 CLAIMS -MADE n OCCUR T MEDEXP(Anycne person) $ 5,000 PERSONAL& AOI INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATELIMIT APPLIES PER'. PRODUCTS - COMPIOP AGO $ 2,000,000 PRO POLICY LOU $ A AUTOMOBILE LIABILITY � u 75-0450-X94 06/28/2016 12/28/2016 COMBINED SINGLE LIMIT Ea arddent $ ANYAUTO BODILY INJURY (Par person) $ ..__ ALL OWNED r_-. SCHEDULED X S$ AUTOS AUTO ALLHIREOWUTOS ----_____._____........... BODILY INJURY (Per accldanl) _ _1000000_ _ 1,000,000 NUT6S EO IAUTOS PROPERLY DAMAGE $ 1,000,000 _ ' oil Comp/Coll Ded Comp/ � $ 250 A X -- UMBRELLA LIAR '.X OCCUR — ❑Y 92•CE-0781-7 06/05/2018 06/05/2019 EACN OCCURRENCE $ 1,000,000 EXCESSUABCLAIMS-WADE AGGREGATE $2,OOQ00 OED X RETENTION$ 10,000 $ B WORKERS COMPENSATION WC STATU- OTH- X 1,000,000 AND EMPLOYERS' LIABILITY 92 -LH -2053.2 06105/2018 06/05/2019 --LI LIMITS eq _, YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICEIMEMBER EXCLUDED? Y❑ NIA Y ❑ E L EACH ACCIDENT $ 1,000,000 11Mantlatory In NH) E.L. DISEASE- EAEMPLOYE $ 1000,000 If,, tlesollbe under BlC1QN QE QEEL61IONS helps E. L. DISEASE - POLICY LIMIT $ 1,000,000 A l FIDELITY BOND ❑ 92-WV•6044.5 10/03/2017 10/03/2018 BUND -AMOUNT $ 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) City of Santa Ana its officers, agents, employees and volunteers are named as additional insured. Additional Insured endorsement issued for certificate holder with Wavier of Subrogation and non-contributory CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 ATTENTION RISK MANAGEMENT BRIZA MORALES SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 1001486 132849.7 03-01-2012 N-2018-151 Exhibit B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company: State Farm Insurance This endorsement modifies such insurance as is afforded by the provisions of Policy Number: 92 - CE -Q933-0 relating to the following: 1. The City of Santa Ana Its Boards, Commissions, Officials, Employees, and Agents; its elected and appointed officials; its officers, employees, agents, volunteers and representatives are names as additional insured with regard to liability and defense of suits arising from operations and uses performed by or on behalf of the named insured, 2. With respect to claims arising out of the operations and uses performed by or on behalf of the names insured, such insurance as is afforded by this policy is primary and is not additional to or to contributing with any other insurance carried by or for the benefit of the additional insured. 3. This insurance applies separately to each insured against whom claim is or suit is brought except with respect to the company's limit of liability. This inclusion of any person or organization as an insured shall not affect any right which is such person or organization would have as claimant if not so included. 4. With respect to the additional insured, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) written notice has been given The City of Santa Ana Its Boards, Commissions, Officials, Employees, and Agents (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective May 16, 2018 this endorsement form as a part of Policy Number: 92 -CE -Q933-0 Issued to Downtown Inc Countersigned by Authorized Representative