HomeMy WebLinkAboutC-7760-1 - Cooperative Agreement No. C-9-16551
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COOPERATIVE AGREEMENT NO. C-9-1655
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
THE CITY OF NEWPORT BEACH
THIS COOPERATIVE AGREEMENT (Agreement), is effective this %0, day of October,
2019 ("Effective Date"), by and between the Orange County Transportation Authority, 550 South Main
Street, P.O. Box 14184, Orange, California 92863-1584, a public corporation of the State of California
(hereinafter referred to as "AUTHORITY"), and City of Newport Beach, a California municipal corporation
and charter city, acting by and through the Newport Beach Fire Department, with principal address of
100 Civic Center Drive, Newport Beach, California 92660, (hereinafter referred to as "NBFD") each
individually known as "Party" and collectively known as the "Parties".
RECITALS:
WHEREAS, NBFD desires to use one (1) ACCESS bus #6803 from AUTHORITY in order to
provide training for NBFD and other local first responders; and
WHEREAS, AUTHORITY has agreed to loan one (1) ACCESS bus #6803 (hereinafter referred
to as "Loaned Vehicle") from AUTHORITY's standby fleet to NBFD from October 7, 2019 until October
23, 2019 at no charge; and
WHEREAS, the Parties agree that the AUTHORITY shall maintain title and ownership of the
Loaned Vehicle during the term of this Agreement;
WHEREAS, NBFD agrees that only persons with a Class B license may move the Loaned Vehicle
and to contact AUTHORITY if the Loaned Vehicle needs to be moved while on NBFD property;
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672809.1
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and NBFD as follows:
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AGREEMENT NO. C-9-1655
ARTICLE 1. COMPLETE AGREEMENT
This Agreement, including all exhibits and documents incorporated herein and made applicable by
reference, constitutes the complete and exclusive statement of the terms and conditions of the Agreement
between AUTHORITY and NBFD concerning the Loaned Vehicle and supersedes all prior
representations, understandings and communications between the Parties. The above -referenced
Recitals are true and correct and are incorporated by reference herein.
ARTICLE 2. TERM
The term of this Agreement for the Loaned Vehicle shall commence on October 7, 2019 and shall
end on October 23, 2019 unless earlier terminated as provided elsewhere in this Agreement.
ARTICLE 3. RESPONSIBILITES OF AUTHORITY
AUTHORITY agrees to the following responsibilities:
A. AUTHORITY will loan for the term of this Agreement one (1) ACCESS bus from its
standby fleet to NBFD as specified in the Recitals above. At all times during the term of this Agreement
the AUTHORITY shall maintain title and ownership of the Loaned Vehicle and title and ownership shall
not transfer to NBFD at any time.
B. AUTHORITY shall deliver the Loaned Vehicle to NBFD on October 7, 2019 at a mutually
agreed upon time and location and park the vehicle in a secure area to be identified by NBFD.
AUTHORITY shall pick-up the Loaned Vehicle on October 23, 2019 at a mutually agreed upon time and
location.
ARTICLE 4. RESPONSIBILITIES OF NBFD
NBFD agrees to the following responsibilities:
A. NBFD shall be responsible for any damage to the Loaned Vehicle and shall bear the risk
of loss, damage or destruction of the Loaned Vehicle during the term of this Agreement or any extension
thereof. In the event of loss or damage of any kind whatsoever to the Loaned Vehicle, NBFD shall, at
AUTHORITY's option: (1) Place the same in good repair, condition and working order; or (2) Pay to
AUTHORITY the replacement cost of the vehicle(s), whichever is less.
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AGREEMENT NO. C-9-1655
1 B. NBFD shall only use the Loaned Vehicle in a manner consistent with the intent of the
2 Parties at the time at which this Agreement was entered. Any change in use shall be approved in writing
3 by the AUTHORITY.
4 C. NBFD shall be entitled to possession of the Loaned Vehicle on the first day of the term of
5 this Agreement with a fully executed Agreement. At the expiration of this Agreement (by operation of
6 time, early termination or default as provided herein), NBFD shall surrender the Loaned Vehicle to
7 AUTHORITY, in good condition and working order, ordinary wear and tear excepted, swept out and free
8 of any debris, as the Loaned Vehicle was at the commencement of the Agreement.
9 D. NBFD shall not modify the Loaned Vehicle from the condition the vehicle was in at the
10 commencement of this Agreement without the express written consent of the AUTHORITY.
11 E. To the fullest extent permitted by law, NBFD shall defend (at NBFD's sole cost and
12 expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect and hold harmless
13 AUTHORITY, its officers, directors, employees and agents (collectively the "Indemnified Parties'), from
14 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgements, arbitration
15 awards, settlements, damages, orders, penalties, and expenses including legal costs and attorney fees
16 (collectively "Claims'), including but not limited to Claims arising from injuries to or death of persons
17 (AUTHORITY's employees included), for damage to or loss of use of property owned by AUTHORITY
18 including the Loaned Vehicle, or from any violation of any federal, state, or local law or ordinance, caused
19 by the negligent acts, omissions or willful misconduct by NBFD, its officers, directors, employees or
20 agents in connection with or arising out of the performance of this Agreement or use of the Loaned
21 Vehicle. NBFD shall indemnify the AUTHORITY for property damage to the Loaned Vehicle regardless
22 of NBFD's fault, for example accidents, fire, etc. The AUTHORITY will waive the right to subrogate for
23 anylosses.
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AGREEMENT NO. C-9-1655
ARTICLE 5. IT IS MUTUALLY UNDERSTOOD AND AGREED:
A. Termination for Convenience: Either Party may terminate this Agreement for its convenience
by providing three (3) days' prior written notice of its intent to terminate for convenience to the other Party.
B. AUTHORITY and NBFD shall comply with all applicable federal, state, and local laws, statues,
ordinances and regulations of any governmental authority having jurisdiction over the Parties.
C. Legal Authority: AUTHORITY and NBFD hereto consent that they are authorized to execute
this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties hereto are
formally bound to the provisions of this Agreement.
D. Severabilitv: If any term, provision, covenant or condition of this Agreement is held to be
invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
E. Counterparts of Aoreement: This Agreement may be executed and delivered in any number
of counterparts, each of which, when executed and delivered shall be deemed an original and all of which
together shall constitute the same agreement. Facsimile signatures will be permitted.
F. Force Majeure: Either Party shall be excused from performing its obligations under this
Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God;
commandeering of material, products, plants orfacilities by the federal, state or local government; national
fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause
is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
the control and is not due to the fault or negligence of the Party not performing.
G. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
authority hereunder may be assigned in whole or in part by either Party without the prior written consent
of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
void and of no force and effect. Consent to one assignment shall not be deemed consent to any
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AGREEMENT NO. C-9-1655
subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
H. Governing Law: The laws of the State of California and applicable local and federal laws,
regulations and guidelines shall govern this Agreement.
I. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the
court shall award costs and expenses, including attorney's fees, to the prevailing party.
J. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be in writing and directed as follows:
To NBFD:
To AUTHORITY:
Newport Beach Fire Department
Orange County Transportation Authority
100 Civic Center Drive, Bay 2B
Newport Beach, California 92660
550 South Main Street
P. O. Box 14184
Orange, California 92863-1584
Attention: Jeff Boyles
Attention: Kristen Mason
Title: Fire Chief
Section Manager, Maintenance Procurement
(949) 644-3101
(714) 560 - 5842
ARTICLE 6. INSURANCE
A. NBFD shall procure and maintain insurance coverage for the Loaned Vehicle during the
entire term of this Agreement. NBFD shall provide the following insurance coverage:
1. All risk insurance against loss of and damage to the Loaned Vehicle for not less than
the full replacement value of the Loaned Vehicle, naming AUTHORITY as loss payee.
2. Commercial General Liability, to include Products/Completed Operations, Independent
Contractors', Contractual Liability, and Personal Injury Liability, and Property Damage with a minimum limit
of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate;
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AGREEMENT NO. C-9-1655
1 3. Workers' Compensation with limits as required by the State of California including a waiver of
2 subrogation in favor of AUTHORITY, its officers, directors, employees or agents,
3 B. Proof of self -coverage must be received by AUTHORITY prior to commencement of the
4 Agreement. Proof of insurance coverage must be received by AUTHORITY within ten (10) calendar days
5 from the effective date of this Agreement with the AUTHORITY, its officers, directors, employees and
6 agents designated as additional insured on the general liability. Self-insurance shall be primary and non -
7 contributive to any insurance or self-insurance maintained by the AUTHORITY.
8 C. NBFD shall include on the face of the Certificate of Insurance the Agreement Number
9 C-9-1655 and, the Contract Administrator's Name, Kristen Mason.
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AGREEMENT NO. C-9-1655
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
No. C-9-1655 to be executed as of the date of the last signature below.
CITY OF NEWPORT BEACH
By:
raceK. Leung
City Manager
Date: to —t/—1 p
APPROVED AS TO FORM:
By:
Aaron C. Harp (AIA 10104111
City Attorney
Date: ( 0/-ta (
ATTEST:
By
Leilani I. Brown
City Clerk
Date: P •-1. Iq
ORANGE COUNTY TRANSPORTATION
AUTHO ITY
By: :1%,
Pia Veesapen
Manager, Contracts and Procurement
Date: 10 /8 l iq
APPROVED AS TO_,FORM;
By:
mes M. Donich
General Couns Ie�
Date: l0
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AGREEMENT NO. C-9-1655
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
No. C-9-1655 to be executed as of the date of the last signature below.
CITY OF NEWPORT BEACH
By:
race K. Leung
City Manl�age�r/
Date:
10- tl—Cl
APPROVED AS TO FORM:
By:
��qC
Aaron C. Harp cNM uloglw
City Attorney
Date:
ATTEST:
By:
O I
j *WK,
Leilani I. Brown
City Clerk
Date:
10.7. i -(p
ORANGE COUNTY TRANSPORTATION
AUTHORITY
By:
Pia Veesapen
Manager, Contracts and Procurement
Date:
APPROVED AS TO FORM:
an
James M. Donich
General Counsel
Date:
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CERTIFICATE NO.
ISSUE DATE (MM/DD/YYYY)
GL1-7899 A�
CERTIFICATE OF COVERAGE 10/08/2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE
CSAC Excess Insurance
CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE
Authority
CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE
CERTIFICATE HOLDER.
CIO ALLIANT INSURANCE SERVICES, INC.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED and/or requesting a WAIVER OF
PO BOX 6450
NEWPORT BEACH, CA 92658-6450
SUBROGATION, the Memorandums of Coverage must be endorsed. A statement on this certificate does
not confer rights to the certificate holder in lieu of such endorsement(s).
PHONE (949) 756-0271 / FAX (619) 699-0901
COVERAGE A - CSAC Excess Insurance Authority
Y
LICENSE #OC36861
Member:
COVERAGE
CITY OF NEWPORT BEACH
AFFORDED B
ATTN: BARBARA SALVINI
COVERAGE
100 CIVIC CENTER DR
AFFORDED C
NEWPORT BEACH, CA 92660
COVERAGE
AFFORDED D
Coverages
THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR
THE 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 COVERAGE AFFORDED BY THE MEMORANDUMS
DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUMS. LIMITS SHOWN MAY
HAVE BEEN REDUCED BY PAID CLAIMS.
CO
TYPE OF COVERAGE
MEMORANDUM
COVERAGE EFFECTIVE
COVERAGE EXPIRATION
LIABILITY LIMITS
LTR
NUMBER
DATE(MM/DD/YYYY)
DATE(MM/DD/YYYY)
A
BX Excess General Liability
EIA PE 19 EL -89
07/01/2019
07/01/2020
$1,000,000
X General Liability Aggregate
$2,000,000
Limits inclusive of the Member's
Self -Insured Retention of
$500,000
Description of Operations/Locations/Vehicles/Special Items:
AS RESPECTS AGREEMENT NUMBER C-9-1655 BETWEEN CITY OF NEWPORT BEACH AND ORANGE COUNTY TRANSPORTATION
AUTHORITY FOR NEWPORT BEACH FIRE DEPARTMENT TO USE ONE (1) ACCESS BUS #6803 FROM ORANGE COUNTY TRANSPORTATION
AUTHORITY IN ORDER TO PROVIDE TRAINING FOR NEWPORT BEACH AND OTHER LOCAL FIRST RESPONDERS.
ORANGE COUNTY TRANSPORTATION AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS ARE INCLUDED AS
ADDITIONAL COVERED PARTIES, BUT ONLY INSOFAR AS THE OPERATIONS UNDER THIS CONTRACT ARE CONCERNED.
THIS INSURANCE SHALL BE PRIMARY AND NO OTHER INSURANCE SHALL CONTRIBUTE PURSUANT TO ENDORSEMENT NUMBER U-9.
Cancellation
Certificate Holder
SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WIL BE DELIVERED IN ACCORDANCE
WITH THE MEMORANDUMS OF COVERAGE PROVISIONS.
ORANGE COUNTY TRANSPORTATION AUTHORITY
ATTN: KRISTEN MASON, SECTION MANAGER
AUTHORIZED REPRESENTATIVE
550 SOUTH MAIN STREET
P.O. BOX 14184
ORANGE, CA 92863-1584
CSAC EXCESS INSURANCE AUTHORITY
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