15-0421_BREA, CITY OF_Vehicle Use AgreementVEHICLE USE AGREEMENT
BETWEEN THE CITY OF BREA
AND THE CITY OF SAN JUAN CAPISTRANO
This Vehicle Use Agreement ("Agreement") is made and entered into on April 21. 2015.
by and between the City of San Juan Capistrano, hereinafter referred to as "Licensee"
and the City of Brea, hereinafter referred to as "CITY"
1. Use of Vehicle: CITY hereby licenses for use by Licensee that certain transit
vehicle identified in Attachment "A" hereto ("Trolley"). The parties understand and
agree that this Agreement is a cooperative license agreement between public
entities and is not subject to the Vehicle Leasing Act, California Civil Code section
2985.7, et seq. The interest conveyed to Licensee by this Agreement is solely that
of a revocable license to use the Trolley. This Agreement does not constitute a
vehicle lease. Any additional rules, conditions or restrictions concerning
Licensee's use of the Trolley, are set forth in Attachment "A".
2. Term of Agreement: Unless sooner terminated as provided herein, the term of
this Agreement, and Licensee's authority to use the Trolley, shall commence on
June 10. 2015, and shall terminate on September 5. 2015. Within five (5)
business days following the expiration date. Licensee shall return the Trolley to a
location within the City of Brea designated by the CITY, in good working order and
interior and exterior condition, with a full fuel tank, subject only to normal wear and
tear. Upon acceptance, Licensee shall be responsible for the Trolley as provided
herein, until physical delivery of the Trolley and its keys to a CITY representative.
This Agreement may be terminated for any reason by either party giving the other
not less than fifteen (15) days prior, written notice.
Notwithstanding the foregoing. Licensee agrees and understands that it must
return the Trolley to the CITY for CITY's use beginning June 30, 2015, through
July 5, 2015. Provided Licensee is not then in breach of this Agreement,
Licensee's obligations under this Agreement shall be suspended for such time as
the CITY has accepted the Trolley's return on or before June 30, 2015, until again
accepted by Licensee on or after July 5, 2015.
3. Safekeeping and Maintenance: Licensee shall exercise due care for the
safekeeping of the Trolley. Licensee will provide all necessary maintenance and
repairs in compliance with applicable Federal Transportation Administration (FTA),
Orange County Transit Authority (OCTA), and California Highway Patrol
standards for public transportation vehicles, at no cost to the CITY. Licensee has
the right to inspect the Trolley prior to acceptance. Licensee shall inspect the
Trolley and upon physical acceptance of the keys. Licensee shall be deemed to
have found the Trolley in good working order and condition (subject to the safety
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inspection required herein), and shall be deemed to have accepted the Trolley for
purposes of this Agreement ("acceptance").
Licensee shall maintain the Trolley in good working order and condition, make all
necessary repairs, ensure proper, regular servicing and shall comply in every
respect with any manufacturer's owner's manuals that come with the Trolley, and
maintain the Trolley in compliance with all local. Federal and State requirements
for transit vehicles. Licensee shall pay for all diesel fuel used by the Trolley.
Licensee shall pay for all repair and/or replacement of tires due to damage,
including vandalism. Licensee shall pay for all vehicle fluids, washing, parking,
garage, highway/road service tolls, fines, and other costs incurred in connection
with the use of the Trolley. In the event of a major breakdown of the Trolley, i.e.,
requiring repair estimated to cost more than $1000, that is not due to any misuse
or failure by Licensee to properly maintain and care for the Trolley, the parties
may agree to one of the following options: (i) split evenly the cost of the repair; or
(ii) return the Trolley to the CITY, whereupon this Agreement will be deemed to be
modified accordingly without further action of the parties.
4. Insurance and Indemnification: Neither CITY nor any officer, employee, or
agent thereof is responsible for any damage or liability occurring by reason of
anything done or omitted to be done by Licensee in connection with or related to
its exercise of rights or required performance under this Agreement. It is
understood and agreed that Licensee shall fully defend, indemnify, and save
harmless CITY and all of its officers, employees, and agents from all claims,
liabilities, suits, and/or actions of every name, kind, and description brought for or
on account of injury (as defined in Government Code Section 810.8) or other loss,
occurring by reason of any neglect, act, default, omission or willful conduct of
Licensee or any of Licensee's officers, employees, agents, volunteers, invitees, or
contractors, in connection with or related to the exercise of rights or required
performance by Licensee under this Agreement, to the maximum extent permitted
by law.
Prior to commencing operations hereunder, and throughout the term hereof.
Licensee shall provide commercial general liability, automobile liability covering
any and all use of the Trolley, and workers' compensation insurance, with respect
to its obligations hereunder, all in such form and with such limits as set forth in
Attachment "B" hereto. Evidence of the required insurance shall be approved by
the CITY, in writing, prior to delivery of the Trolley. The City of Brea, its elected
officials, employees, volunteers and agents shall be named as additional insureds
on commercial general liability, automobile liability insurance policies, and
Licensee shall provide copies of insurance Certificates and endorsements
evidencing the same. Licensee waives all rights of subrogation as to CITY, its
officers, employees and agents. With the written approval of CITY's risk manager.
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Licensee may satisfy the foregoing insurance requirements through a program of
self-insurance.
5. Use of the Trolley by Licensee's Contractors: Subject to CITY's prior, written
consent, the Trolley may be operated and maintained for public transportation
purposes by a contractor of Licensee, in accordance with the provisions of this
Agreement that are otherwise applicable to Licensee provided, however, that
Licensee shall remain primarily responsible for compliance with this Agreement.
6. Cost: In addition to other costs required to be assumed by Licensee pursuant to
this Agreement, Licensee shall pay monthly to the CITY, without prior demand
and as compensation for use of the Trolley, the amount of $5.50 per mile driven,
for the term of this Agreement.
7. Inspection by CITY: Licensee shall allow CITY to view and/or inspect the Trolley
during normal, business hours when the Trolley is not in use. Licensee shall
provide CITY with mileage, safety, operating, and other information, or copies of
any such records with respect to the Trolley, as CITY or any government agency
having jurisdiction may require from time to time.
8. Use of Vehicle: Licensee may use the Trolley for lawful transportation services in
all areas under Licensee's jurisdiction. Licensee's use and maintenance of the
Trolley shall at all times be in compliance with any and all federal, state, local
laws, rules, regulations, and ordinances, including those pertaining to the age,
licensing and drug testing of drivers of public transportation vehicles. Under no
circumstances shall Licensee disconnect the odometer or other mileage recording
devices, or allow the Trolley to be used or operated as follows:
a) In a manner subjecting it to depreciation above the normal
depreciation associated with transportation use.
b) For any illegal purpose or by a person under the influence of alcohol
or narcotics.
c) In any manner so as to violate any local, state or federal law or
regulation.
d) In any manner so as to constitute a risk to the public health or
safety.
9. Risk of Loss: Following delivery to and acceptance of the Trolley by Licensee,
Licensee shall assume all risk of physical damage to and/or loss of the Trolley,
including damage caused by collision or criminal acts, and shall bear all
responsibility for damages caused the Trolley, as provided in Section 4 of this
Agreement. Unless otherwise agreed upon. Licensee shall cause any physical
damage to the interior and/or exterior (including graffiti) to be competently
repaired prior to return of the same to the CITY.
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In the event of damages to the Trolley, Licensee shall notify CITY in writing of
such damage. If the Trolley is lost, stolen, destroyed, or declared to be a total
loss. Licensee shall promptly notify CITY thereof. Licensee shall reimburse CITY
in an amount equal to the agreed-upon replacement value set forth in Attachment
"A", and shall retain any wreckage for inspection prior to disposal. Unless directed
otherwise by CITY, any wreckage shall be lawfully disposed of by Licensee at
Licensee's expense.
10. Parties' Representatives: Each Party's representative for purposes of
administration of this Agreement, shall be CITY's and Licensee's City Manager
and/or designee thereof. The Parties recognize it may, be necessary to amend
the operational specifics set forth herein, or any other provision of this Agreement
for the benefit of the Parties. The provisions of this Agreement may be amended
in writing executed on behalf of both Parties by each of their City Managers.
11. Assignment: Licensee is expressly prohibited from assigning this Agreement,
and/or any interest of any kind in the Trolley created by this Agreement, or
delegating performance of any of its obligations hereunder, except as permitted
herein, without the prior written consent of CITY.
12.Status of the Parties: Neither party shall be deemed to be a joint venturer or
partner with the other, nor shall this Agreement be deemed as creating any
interest between the parties other than a license.
13. Attorney's Fees: The prevailing party in any action brought for breach, or to
enforce any provision of this Agreement, shall be entitled to recover its reasonable
attorney's fees and all costs of suit.
14. Integrated Agreement: This Agreement, together with each exhibit or
attachment hereto, all of which are hereby incorporated by reference herein,
constitutes the entire agreement between the parties with respect to the subject
matter herein. No promise or representation not set forth herein, shall be binding
or have any force or effect.
SIGNATURE PAGE TO FOLLOW
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first set forth above.
CITY OF SAN JUAN CAPISTRANO
By U^O^A (M.^UJ
Derek Reeve, Mayor
Hans Van Ligten, City Atfbfney
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Attachment A
San Juan Capistrano qualified drivers of the Trolley must:
• Obtain a Class B License with air brake certificate and passenger endorsement
authorizing transportation of more than 29 passengers.
• Participate in an orientation with City of Brea staff at the City of Brea, which shall
consist of: receiving information about the Trolley, an inspection of the Trolley, a
test drive in the Trolley, and other items deemed necessary by the City of Brea, on
a mutually agreeable date.
• Prepare daily inspection reports concerning operation of the Trolley. A form of
daily inspection report will be provided by the City of Brea for Licensee's use.
Drivers must keep a daily inspection log in the Trolley while it is in operation.
Inspection reports will be submitted to City of Brea staff on a weekly basis.
Trolley replacement value: $650,000
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Attachment B
All times that the City of Brea Trolley will be under contract for use by City of San Juan
Capistrano, insurance with the following minimum limits and coverage will be in full force
and effect:
Commercial General Liability (occurrence) - for bodily injury, death and property damage
and all other activities undertaken by the City of San Juan Capistrano in the performance
of this Agreement.
Comprehensive Automobile Liability (occurrence) - for bodily injury, death and property
damage insuring against all liability arising out of the use of vehicle.
The policies of insurance required shall have no less than the following limits of
coverage:
$2,000,000 (Two Million Dollars) for bodily injury or death;
$2,000,000 (Two Million Dollars) for property damage;
Name as additional insureds the City, its elected officials, officers, employees attorneys
and agents, and any other parties including subcontractors, specified by City to be
included; and.
Specify that it acts as primary insurance and that no insurance held or owned by the
designated additional insureds shall be called upon to cover a loss under said policy;
and.
Specify that it applies separately to each insured against whom claim is made or suit is
brought, except with respect to the limits of the insurer's liability; and.
Contain a clause substantially in the following words:
Specify that the insurer waives all rights of subrogation against any of the named
additional insureds; and.
Specify that any and all costs of adjusting and/or defending any claim against any
insured, including court costs and attorneys' fees, shall be paid in addition to and shall
not deplete any policy limits.
Otherwise be in form satisfactory to City.
Prior to commencing this Agreement, the City of San Juan Capistrano shall furnish the
City with original endorsements, or copies of each required policy, effecting and
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evidencing the insurance coverage required by this Agreement. The endorsements shall
be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All
endorsements or policies shall be received and approved by the City before Contractor
commences performance.
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