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HomeMy WebLinkAboutContracts & Agreements_147-2008_CCv0001.pdf AUTOMOBILE LOAN AGREEMENT This Automobile Loan Agreement ("Agreement") is made and entered into on this Td day of September 2008, by and between Tom Bell, Inc., a California corporation doing business as Toyota of Redlands ("Owner") and the City of Redlands, a municipal corporation ("City"). City and Owner are sometimes individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein, Owner and City agree as follows: Section 1. Loan of Vehicle. City, for use by the Redlands Police Department, may choose up to three vehicles of Owner's choice ("Loaned Vehicles") for certain selected law enforcement activities. Owner will make Loaned Vehicles available on a rotating basis, after consultation with City's Police Department employees. The frequency of rotation shall be in the discretion of Owner. The Loaned Vehicles will be loaned on the following terms: A. The Loaned Vehicles will be driven exclusively by City Police Department employees during the course of their official duties. B. The Loaned Vehicles will be used only for police operations that necessitate an unmarked vehicle which shall include, but not be limited to, static surveillance, mobile surveillance, undercover operations and other law enforcement related activities. The Loaned Vehicles will not be used for emergency response. C. The Loaned Vehicles will not be modified in any way by City. D. The Loaned Vehicles will be returned as soon as possible should a request be made by Owner for return of a vehicle. E. The Loaned Vehicles will be returned to Owner clean and with at least as much fuel as when the vehicle left the lot. F. City will pay for vehicle operating costs such as fuel, oil, anti-freeze and other fluids, and provide all other basic maintenance of the Loaned Vehicles. G. Should any of the Loaned Vehicles be damaged while in the control of City, City will pay for repairs to the vehicle. 1 1:\ca\djrn\Agreements\T0yota Automobile Loan Agreement,doc 8/20/08 9:53 a,m. Section 2. Termination. Either City or Owner may terminate this Agreement, without cause, at any time and without liability, upon fourteen (14) days prior written notice to the other. City shall return the Loaned Vehicles to Owner within fourteen (14) days of delivery of a Notice of Termination. Written notice shall be provided by either personal service or by certified mail, return receipt requested addressed as provided in Section 4. Section 3. Indemnification. Owner shall defend, indemnify and hold harmless City and its elected officials, officers and employees from and against any and all liability, claims, damages, losses, lawsuits and expenses, including attorneys' fees, arising out of or resulting from the death or injury of a person, or damage to, any property resulting from any negligent or intentionally wrongful act or omission by Owner in the performance of this Agreement, by Owner, and its employees and agents. City shall defend, indemnify and hold harmless Owner from and against any and all liability, claims, damages, losses, lawsuits and expenses, including attorneys' fees, arising out of or resulting from the death or injury of a person, or damage to, any property resulting from any negligent act or omission by City relating to performance of this Agreement by City, and its employees and agents. Section 4. Notice. Any notice required by this Agreement shall be served by depositing in the United States Mail with certified mail postage prepaid, return receipt requested and addressed to the person at the address as listed below, unless either Party provides written notice of an address change. GENERAL MANAGER, VP CITY OF REDLANDS Attention: Paul Smith Attention: Lieutenant Chris Catren Toyota of Redlands Redlands Police Department 921 New York Street P.O. Box 1025 Redlands, CA 92374 212 Brookside Avenue Redlands, CA 92373 Section 5. Attorneys' Fees. In the event any action is commenced to enforce or interpret any term or condition of this Agreement the prevailing party in such action shall, in addition to any costs and other relief, be entitled to recover its reasonable attorneys' fees, including fees for use of in-house counsel by a Party. Section 6. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 7. Entire Agreement. This Agreement constitutes the entire agreement between the City and Owner concerning the subject matter hereof, and supersedes all prior agreements and understandings whether written or verbal. This Agreement may not be modified or amended except in a writing signed by the Parties. 2 lAca\djm\Agreements\Toyota Automobile Loan Agreement.doc 8/20/08 9:53 a,m, TOM BELL, INC. CITY OF REDLANDS A/ President aYpr Dated: o U Dated: September 3, 2008 ATTEST City Clerk 3 l:\ca\djm\Agreements\Toyota Automobile Loan Agreement.doc 8/20/09 9:53 a.m.