HomeMy WebLinkAboutC-4688 - 25-Foot Diesel Bus Loan to the City of Newport BeachBOARD OF DIRECTORS
Jerry Amante
Chairman
Patricia Bates
Vice Chairman
Art Brown
Director
Peter BWra
Director
Bill Campbell
Director
Carolyn V Cavecche
Director
William d Dalton
Director
Richard Dixon
Director
Paul G. Glaab
Director
Don Hansen
Director
Allan Mannar
Director
John Moorlach
Director
Shawn Nelson
Director
Janet Nguyen
Director
Curt Pringle
Director
Miguel Pinion
Director
Gregory T Winterbottorn
Director
Cindy Ouon
Governor's
Ex- Officio Member
CHIEF EXECUTIVE OFFICE
Will Kela tan
Chief Executive Officer
..................... ...... .
October 14, 2010
Ms. Laura Detweiler
Recreation and Senior Services Director
Oasis Senior Center
801 Narcissus Avenue
Corona Del Mar. CA 92625
Subject: 25 -Foot Diesel Bus Loan to the CITY of Newport Beach
Dear Ms. Detweiler:
This letter shall constitute an Agreement by and between the Orange County
Transportation Authority (OCTA) and the CITY of Newport Beach (CITY) for
the loan of one 25 -foot ElDorado AeroTech diesel bus for no more than sixty
(60) calendar days. The CITY will assess necessary equipment changes to
bring the bus in line with the CITY branding.
CITY agrees to the following responsibilities:
1) It is understood that the CITY will take possession of the bus without
any fee charged by OCTA. The CITY shall assume risk of loss of the
bus upon taking delivery of the bus until it is returned to OCTA in the
same condition that the bus was delivered.
2) The CITY will pick up and return the bus at the location and at the
time designated by OCTA.
3) The CITY will be responsible for all transportation expenses from the
OCTA facilities to the CITY facilities, and from the CITY facilities to
the OCTA facilities.
4) The CITY will be responsible for delivering the bus to OCTA at the
end of the period when the CITY assessment is complete.
5) The CITY shall indemnify. defend and hold harmless OCTA, its
officers, directors, employees and agents from and against any and all
claims (including attorneys' fees and reasonable expenses for litigation
or settlement) for any loss or damages, bodily injuries, including death,
damage to or loss of use of property caused by the negligent acts,
omissions or willful misconduct by the CITY, its officers, directors,
employees, agents, subcontractors or suppliers in connection with or
Orange County Transportation Authority
550 South Main Street / PO. Box 14184 /Orange /California 92863-15841(714) 560 -OCTA (6282)
Ms. Laura Detweiler
October 8, 2010
Page 2
arising out of the performance of this Agreement
6) Insurance Requirements:
The CITY shall procure and maintain insurance or. self insurance
coverage during the entire term of this Agreement. Coverage shall
be full coverage. The CITY shall provide the following insurance
coverage:
1. 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.
2. Automobile Liability Insurance to include owned, hired and non -
owned autos with a combined single limit of $1,000,000.00 each
accident;
3. Workers' Compensation with limits as required by the State of
California including a waiver of subrogation in favor of OCTA, its
officers, directors, employees or agents;
4. Employers' Liability with minimum limits of $1,000,000.00; and
Proof of such coverage, in the form of an insurance company issued
policy endorsement and a broker - issued insurance certificate, must
be received by OCTA prior to commencement of any work. Proof of
insurance coverage must be received by OCTA within ten (10)
calendar days from the effective date of this Agreement with the
OCTA, its officers, directors, employees and agents designated as
additional insured on the general and automobile liability. Such
insurance shall be primary and non - contributive to any insurance or
self- insurance maintained by the OCTA.
The CITY and its representatives shall also include in each
subcontract the stipulation that subcontractors shall maintain
insurance coverage in the amounts required from the CITY as
provided in this Agreement.
Page 2 of 4
Ms. Laura Detweiler
October 8, 2010
Page 3
OCTA agrees to the following:
1) OCTA will make available one 25 -foot ElDorado AeroTech diesel bus
for the CITY's use for a duration of no more than sixty (60) calendar
days.
2) OCTA will assign a designated location and time for the CITY to pick up
and return the bus.
Miscellaneous
1) Notices: All notices hereunder and communications regarding the
interpretation of the terms of this Agreement, or changes thereto, shall
be effected by delivery of said notices in person or by depositing said
notices in the U.S. mail, registered or certified mail, returned receipt
requested, postage prepaid and addressed as follows:
To CITY:
City of Newport Beach
3300 Newport Blvd.
PO Box 1768
Newport Beach, CA 92658
ATTENTION: Laura Detweiler
To OCTA:
Orange County Transportation Authority
500 South Main St.
PO Box 14184
Orange, CA 92863
ATTENTION: Carolina Coppolo
2) Governing Law & Venue: This Agreement shall be governed by and
construed under the laws of the State of California. In the event of any
legal action to enforce or interpret this Agreement, the sole and
exclusive venue shall be a court of competent jurisdiction located in
Orange County, California, and the Parties hereto agree to and do
hereby submit to the jurisdiction of such court, notwithstanding Code of
Civil Procedure Section 394. The Parties agree to waive any and all
rights to request that an action be transferred for trial to another County.
3) Entire Agreement: This Agreement constitutes the entire understanding
and agreement between the Parties and supersedes all previous
negotiations between them pertaining to the subject matter thereof.
4) Waiver: A waiver of a breach of the covenants, conditions or obligations
under this Agreement by either Party shall not be construed as a waiver
of any succeeding breach of the same or other covenants, conditions or
obligations of this Agreement.
Page 3 of 4
Ms. Laura Detweiler
October 8, 2010
Page 4
5) Modification: Alteration, change or modification of this Agreement shall
be in the form of a written amendment, which shall be signed by each
Party.
6) Assignment: Neither party shall assign its performance of this
Agreement, nor any part thereof, without the prior consent of the non -
assigning party.
7) Termination: Either Party may at any time, without cause, terminate this
Agreement, upon not less than ten (10) calendar days' written notice to
the other Party. Such termination shall be effected by delivery to the
other Party of a notice of termination specifying the effective date of the
termination and the extent of the work to be terminated.
CITY OF NEWPORT BEACH ORANGE COUNTY
TRANSPORTATION AUTHORITY
Lura Detweiler oli
C na Coppolo
creation and Senior Services Manager, Contracts & Procurement
Director
APPROVED AS TO FORM
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