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HomeMy WebLinkAboutROMO ENTERPRISES, INC. dba DTSA SERVICESINSURANCE FIEF N-2023-132 WORKRK MAY PROCEED LENTIL INSURANCE EXPIRES GT?,,AY CITY CLERK j UN DATE: VEHICLE LICENSE AGREEMENT 0. CDAUZ)LAv) THIS VEHICLE LICENSE AGREEMENT ("Agreement") is made and entered into as of July .Tv�'t� C 1, 2023, by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Licensor"), and Romo Enterprises, Inc., a California corporation d/b/a DTSA Services ("Licensee"), with respect to the following: RECITALS a. The Licensor is the owner of a 2002 Electric GEM Cart; Vehicle Identification Number (VIN) 5ASAK27492FO28166; California License Number E 1162328 ("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: 1. 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 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"), for a two-year term that terminates on June 30, 2028. 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 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 wilt 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 malting 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; in. Drivers are personally responsible for all traffic violations and subsequent fines that may occur white driving the Vehicle; and, n. Licensee shall use the Vehicle entirety 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: a. Minimum Scope and Limit of Insurance Coverage shall be at least as broad as: (1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Licensee has no owned autos, Code 8 (hired) and 9 (non -owned), with a limit no less than $1,000,000 per accident for bodily injury and property damage. (3) Broader Coverage: if the Licensee maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Licensee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions (1) Additional Insured Status: The City, its officers, officials, employees, and volunteers we to be covered as additional insureds on the CGL policy with respect to liability wising out of work or operations performed by or on behalf of the Licensee including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Licensee's insurance (at least as broad as ISO Form CG 20 10 1185 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). (2) Primary Coverage: For any claims related to this contract, the Licensee's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Licensee's insurance and shall not contribute with it. (3) Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (4) Waiver of Subrogation: Licensee hereby grants to City a waiver of any right to subrogation that any insurer of said Licensee may acquire against the City by virtue of the payment of any loss under such insurance. Licensee agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (5) Self -insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Licensee to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. (6) Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VIl, unless otherwise acceptable to the City. (7) Claims Made Policies: If any of the required policies provide claims -made coverage: i. The retroactive date must be shown, and must be before the date of the contract or beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work. iii. if coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective date, the Licensee must purchase "extending reporting" coverage for a minimum of five (5) years after completion of work. (8) Verification of Coverage: Licensee shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Licensee's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. (9) Subcontractors: Licensee shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Licensee shall 18 ensure that City is an additional insured on insurance required from subcontractors. (10) Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 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 from 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 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 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. 5 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 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 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. 13. Notice Any notices, requests, or approvals given under this Agreement from one party to another shall be in writing and shall be personally delivered or deposited with the United States Postal Senice for mailing, postage prepaid, by certified mail, return receipt requested, to the addresses of the other party as stated in this section, and shall be deemed to have been received at the time of personal delivery or three (3) days after the deposit for mailing. Notices shall be sent to: If to Licensee: Romo Enterprises, Inc. d/b/a DTSA Services Attn: Jose Romo, Owner/Manager 201 E. 4th Street Santa Ana, CA 92701 if to City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ry J i er L. a )T_ Ci er CITY OF SANTA ANA Kristine Ridge City Manager Isianatiti-es continued on next page] 9 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: — t-� Bra on Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Michael Garcia Executive Director Community Development Agency 7 ROMO ENTERPRISES, INC. d/b/a DTSA SERVICES Jose Romo Manager/Owner Castro, Julie From: City of Santa Ana <certificate-request@ctrax.jdidata.com> Sent: Wednesday, May 17, 2023 9:34 AM To: Jose@downtown-inc.com; eddie@eddieginsurance.com, Castro, Julie Subject: Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Roma Enterprises Inc. Name: Project N-2021-172 Number: Project Consultant Agreement - Romo Enterprises Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: TYPE OF INSURANCE AUTOMOBILE LIABILITY GENERAL LIABILITY PROFESSIONAL LIABILITY WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Thank you, City of Santa Ana POLICY NUMBER EXPIRATION COI DATE FILE NAME DATE 6060191F2075 12/20/2024 02/22/2022 CO12023.pdf 92GOJ7864 01/01/2024 02/22/2022 CO12023.pdf Romo Enterprises Inc - Certificate of PSOD00006358701 10/01/2023 04/20/2023 Professional Liability Insurance 2023, pdf 92GOK5568 01/01/2024 02/22/2022 CO12023.pdf i Risk Management Division in partnership with CTrax Plus Services Team 5/17/2023 12:34 PM