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Home My WebLink AboutDOWNTOWN INC. (4)INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK OF COUNCIL "TE VEHICLE LICENSE AGREEMENT O.C(tkvj •,UI;C CCd'h"U C4ir6Ifllaf 14J N-2020-076 THIS VEHICLE LICENSE AGREEMENT ("Agreement") is made and entered into as of February 18, 2020, by and between the CITY OF SANTA ANA. a public body, corporate and e� politic ("Licensor'), and DOWNTOWN, INC. ("Licensee"), with respect to the following: N O C, RECITALS c ac a. The Licensor is the owner of a 2002 Electric GEM Cart; Vehicle Identification Number (VIN) 5ASAK27492F028166; California License Number EI 162328 ("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 terms and conditions of this Agreement are fully satisfied, 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 Sate 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 December 31, 2020. This Agreement shall also cover any and all use of the Vehicle by the Licensee since July 1, 2019, until the Effective Date. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 3. 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: 027739v1 I 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; 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 sate, 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; 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; in. 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 927739vt 2 require its subcontractors, if any, to obtain and maintain insurance as described below: a. Licensee shall maintain commercial general liability insurance natning the Licensor and its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting front any act or occurrence arising out of Licensee's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000.00 per occurrence, and $2,000,000 in the aggregate. Licensee shall supply licensor with a fully executed additional insured endorsement upon execution of this Agreement. b. I3usiness automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. The following requirements apply to the insurance to be provided by Licensee pursuant to this section: Licensee shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement; ii. Certificates of insurance and additional insured endorsements shall be furnished to the Licensor upon execution of this Agreement and shall be approved in form by the licensor Legal Counsel; and, iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Licensor. d. If Licensee fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Licensor with required proof that insurance has been procured and is in force and paid for, the Licensor shall have the right, at its election, to forthwith terminate this Agreement. 6. Indemnification Licensee agrees to and shall indemnify and hold harmless the Licensor, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise front the direct or indirect operations of the Licensee or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the use of the Vehicle; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by 927739vr Z reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this 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 shalt 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 clue to Licensee or its successor, or for any breach of any obligation of' the terms 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 here'mbelow 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. #27739v1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: �:. of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attompy r) By: `, Ryan RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINF RIDGE City Manager DOWNTOWN, INC. Ryan Chase President Tax ID#: 26-4051161 CERTIFICATE OF LIABILITY INSURANCE I DATE ovm2o2o1712020 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(ies) 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). ACT PRODUCER Eddie QUIIIares Jr. NAME: Eddie Qulllares ONE State Farm Agency A&N,_ew.714 617 7150 i C Rot: 714.617.7 EWAIL 415 N. Broadway ADDREss, eddie@eddleglnsurance.eom Santa Ana, CA 92701 INSURERts�AFFORo1NGcoyEMGE wvcF INSURER A: State Farm General Insurance Company — 151 INSURED DOWNTOWN INC INSURER B: State Farm Fire and Casualty Company 2543 204 E 4TH ST STE T INSURERC: SANTA ANA, CA 92701-4668 INSURER 0: INSURER E IN USSR F: CnVFRAr9FS CFRTIFICATF NIIMRFR-74_ndcn Qmviel IM MIIMQFQ- 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. IN56 A L LTR. TYPE OF INSURANCE R. POLICY EFF POLICY EXP POLICY NUMBER MMD MWDO W LIMITS GENERAL LIABILITY 0610512020 A Y V 92-CE-0933-0 O6lDS/2079�_T ❑-❑ EACH OCCURRENCE S I 1.000.000 X IAL GENERAL LIABILITY PREMISES (Ee oawmnw)_ _ 300.000 CIAIM&MADE FI. OCCUR ,_ _S MEG EXP 1Aaymel>arean) § 5,000 PERSONALB AOV INJURY S 11000.000 l —E_. GENERAL AGGREGATE S 2.000.000 - _ GEN G_A_TE LIMIT APPLIES PER AGO 2.000.000 PRP F POLICY . '' LOC POLICY _PRODUMS-COMPIOP IS 'S AUTOMOBILE LABILITY y q ❑ 621 5237-F28-75 122812019 06l28/2020 ❑ COMBINED SINGLE LIMIT _(Es aeaCmdZ — _ s _ ANY AUTO _ _. i BODILY INJURY IPer person) § 1,000.000 AOX SCHEDULED _ _ ' AUTOS _ _ AUTOS BODILY INJURY (Per awaent 1 S 1.000,W0 NON-MNEO HIRED AUTOS AUTOS _ pR«P� DAMAGE �IS -- 1.ODD,000 Comp/Coll Ded a 250 A X _ OCCUR Y �� UMBRELLA LIAB X g2-CE-078/-7 0610512019 O6/0512020 EACH OCCURRENCE --...... $ 1.000,000 —i EXCESS LIA6 C'CC':MADEI —._ AGGREGATE S 2,000.000 § DEO X RETENTION 10,000 B WORKERS COMPENSATION I WC STATU- X OTH- 1.000,000 AND EMPLOYERS' LIASILRY YIN 92-GA-H506-1 06/05/2019 0610512020 MIT .--' F.B_ _ ANY PROPRIETORIPARTNEWEXECUTIVE ��y-� MIA a OFFICEIMEMBER EXCLUDED? E.L. EACH ACCIDENT § I,000.000 LJ (Mandatary In NH) E.L. DISEASE- EA EMPLOYES S 1.000.000 If yes, Ees`d under DESCRIPTION OF OPERATIONS I,ebw E.L. DISEASE - POLICY LIMIT I S '- 1.000.000 A FIDELTY BOND ❑'❑l 92-WV-6044Z 10J0312019 1010312020 BO"OUNT S SW.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (At ACORD 101. Additional Remarks SchaEele. It more spaga is required) City of Santa Ana its officers. agents, employees and volunteers are named as additional insured Additional Insured endorsement issued for CeNficate holder. CERTIFICATE HOLDER CANCELLATION REVIEWED & APPROVED City of Santa Ana RIS MANAGEMENT DIVISION Y SHOULD ANY OF THE ABOVE DESCRIBED POUCHES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Risk Management Division ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza, 4th fl 2 2 2020 Santa Ana, CA 92702 AUTHORIZED REPRESENTATIVE SAMA THA M. LAMBERT @ 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 1001486 132849.7 03-01-2012 0 FE-6609 SECTION II ADDITIONAL INSURED ENDORSEMENT Policy No.: 92-CE-Q933-0 Named Insured: DOWNTOWN INC Additional Insured (include address): CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage. ® The Primary Insurance coverage below applies only when there is an ' X' in the box. Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you. All other policy provisions apply. E Ri k M D &EAPPRENT pOVEoD N 222 SAMANTHA M. LAMBERT WORKERS COMPENSATION POLICY NUMBER: 92-GA-H506-1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHER TO US Policy Number: 92-GA-H506-1 Named Insured: Downtown Inc SCHEDULE NAME OF PERSON CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 (Information required to complete this Schedule, if not show above, will be shown in the Declarations. The following is added to Paragraph 10.b. of SECTION 1 AND SECTION II — COMMON CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for any injury arising out of: a. Your ongoing operations: or b. Your work done under contract with that person organization and included in the products -completed operations hazard. This waiver applies only to the person or organization shown in the Schedule above. All other policy provisions apply. EVI ED &APPROVED FE-6671 IS .1NACIPMENI ENVISION O, Copyright. State Farm Mutu Aonce Company. 2068 Includes copyrighted material of Insu n (,.2A ILLyUU�L�LUgUth its permission. M. LAMBERT