HomeMy WebLinkAboutFresno Fire Chiefs Foundation grant Fresno Fire Dept to use 2 leased one ton trucksC',il GF F:'ez,:'w
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USE AGREEMENT BETWEEN FRESNO FIRE CHIEF'S FOUNDATION AND
FRESNO FRE DEPARTMENT
[RE: 2 LEASED ONE -TON PICKUP TRUCKS]
This Use Agreement is entered effective 2008] by and between the
Fresno Fire Chief s Foundation, a Calif nonprofit public benefit corporation
("FFCF") and the City of Fresno Fire Department ("FFD".)
WHEREAS, the FFCF holds the leasehold interest in two (2) 2007 one -ton pickup trucks,
(collectively the "Trucks") as described in/provided for in those two June 19, 2007 Lease
Agreements between Bingham Inc./assignees thereof ("Lessor") and FFCF ("Lessee"),
(the "Lease(s)") attached hereto and incorporated herein; and
WHEREAS, consistent with its charitable mission the FFCF desires to grant to FFD and
FFD desires to accept the right to use the Trucks solely for FFD business upon the terms
and conditions herein.
NOWTHEREFORE, in consideration of the above recitals and for other good and
sufficient consideration hereby acknowledged the parties agree as follows.
1. Grant of Use Richt. FFD is hereby granted the right to use the Trucks in "as is"
condition on the effective date hereof and on as "as needed" basis solely for FFD official
business, consistent with the Leases respectively. The use rights granted hereunder shall
be at no cost to the FFD except as expressly provided in this Agreement. In this regard
and without limitation FFD shall have no obligation to make payments under the Leases
or either of them. FFD and FFCF have each inspected the Trucks and agree that the
Trucks are in generally "new" condition. The parties acknowledge and agree that FFCF
reserves to itself the right to use the Trucks for a total of 10 days, provided FFCF shall
give FFD reasonable prior notice of FFCD's days of intended use.
2. Obligations of FFD. In consideration of the use rights granted in the Agreement
FFD shall:
a. Be responsible for the use, condition and storage of the Trucks, including
without limitation the expense of fuel/fluids (as necessary) in pursuit of FFD's use rights.
b. Provide routine maintain to keep the Trucks in good mechanical condition
and running order, allowing for reasonable wear and tear
C. Insure (or provide comparable self-insurance covering) the Trucks, adding
FFCF as an additional insured there under, with combined limits of liability not to exceed
$1,000,000. Provide, as required by the Lease Agreement, evidence of insurance in the
name of FFCF.
d. Defend, indemnify and hold harmless the FFCF and each of its officers,
officials, employees, agents and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, or by regulatory
agency, including but not limited to personal injury, death at any time and property
damage) incurred by the FFCF from any and all claims, demands and actions in law or
equity (including attorney's fees and litigation expenses), arising from the negligent acts
or omissions of FFD or any of its officers, officials, employees, agents or volunteers in
the performance of this Agreement. FFCF shall not be responsible for any losses, costs,
claims, demands, liabilities, damages and judgments, including interest, penalties, cost of
defense and reasonable attorney's fees which arise out of, result from or relate to the
negligence or willful misconduct of FFD or any of its officers, officials, employees,
agents or volunteers. This section shall survive termination or expiration of this
Agreement.
e. Provide/arrange for routine and warranty maintenance as required by the
Leases, consistent with any assignment of manufacturer, dealer and supplier warranties
by FFCF to FFD.
3. Obligations of FFCF. FFCF shall:
a. Make the Trucks available for FFD use consistent with the Agreement.
Ensure the Trucks are properly licensed.
C. Bear any and all costs under the Leases not allocated to FFD hereunder
including without limitation applicable taxes, registration, and Lease payments.
4. Warranties and Certifications of FFCF. FFCF warrants and certifies that:
a. It holds the entire leasehold interest referenced in this Agreement.
b. It is not in default/shall not allow a default under the Leases.
C. This Agreement has been approved by its governing Board and executed
by an authorized agent thereof.
5. Term and Termination. This Agreement shall remain in effect for the duration of
the Leases and each of them. This Agreement may be terminated by either party as to
either or both Leases with or without cause upon 30 days prior notice. In the event of
expiration/termination of this Agreement, FFD shall immediately discontinue its use of
the Truck(s) and return the Truck(s) to the possession and control FFCF, which shall be
FFD's sole obligation upon expiration/termination. The Trucks shall be returned
generally in the same condition as when received by FFD except for ordinary wear and
tear.
6. Liability Limitation. FFD's cumulative liability to FFCF or any other person
from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in
contract, tort or strict liability, or by regulatory agency, including but not limited to
personal injury, death at any time and property damage) and from any and all claims,
demands and actions in law or equity (including attorney's fees and litigation expenses)
shall not exceed $1,000,000.
7. Nature of Relationship between the Parties. The parties are acting solely in an
independent capacity. The parties intend that this Agreement provide FFD only with a
right to use the Trucks upon the terms and conditions herein. The parties do not intend
and nothing in this Agreement constitutes a sale, sublease, assignment and/or assumption
and no security interest is created hereunder.
8. Subordination. This Agreement and the rights of FFD under this Agreement are
subordinate to the Leases jointly and severally and any/all encumbrances/security
interests of record on the effective date hereof.
9. Right to Inspect. FFCF and Lessor shall have the tight to inspect the Trucks upon
reasonable notice to FFD.
10. Liens. FFD shall not pledge, encumber, create a security interest in, or permit any
lien to become effective on the Trucks/either of them.
11. Accident. Loss of ProgeM, or Damage to Property. If the Trucks or either of
them is damaged, lost, stolen, or destroyed, or if any person is injured or dies, or if any
property is damaged as a result of its use, maintenance, or possession, FFD will promptly
notify FFCF and Lessor of the occurrence, and will file all necessary accident reports,
including those required by law and those required by insurers of the property.
a. FFD, its employees, and agents will cooperate fully with FFCF and Lessor
and all insurers providing the insurance hereunder in the investigation and defense of any
claims. FFD will promptly deliver to FFCF and Lessor any documents served on or
delivered to FFD, its employees, or its agents in connection with any claim or proceeding
at law or in equity begun or threatened against FFD, FFCF and/or Lessor, concerning the
Trucks.
12. Notice. Any notices or other communications required or permitted by this
Agreement or by law to be served on or given to either party by the other party and/or to
Lessor will be in writing and will be deemed duly served or given when personally
delivered to any member of or the designated agent of the party to whom they are
directed, or in lieu of personal service, when deposited in the United States mail, first-
class postage prepaid, addressed as provided on the signature page of this Agreement.
Either party may change its address for the purpose of this Paragraph by giving written
notice of the change to the other party in the manner provided in this Paragraph.
13. Amendment. This Agreement may not be amended, modified, or altered in any
manner except in writing signed by both parties
14. Entire Agreement. This Agreement and documents incorporated herein/attached
hereto constitute the entire agreement between the parties. No agreements,
representations, or warranties other than those specifically set forth in this Agreement
will be binding on any of the parties unless set forth in writing and signed by both parties.
15. Binding Effect. This Agreement and each of its provisions will be binding on and
will inure to the benefit of the respective heirs, executors, administrators, trustees,
successors and assigns of the parties to this Agreement.
16. Severabiliri. If any provision of this Agreement or the application of any of its
provisions to any party or circumstance is held invalid or unenforceable, the remainder of
this Agreement and the application of those provisions to the other parties or
circumstances, will remain valid and in full force and effect.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties' authorized
agent(s).
FRESNO
Lo
Michael P Slater
Title: (i'O
Date:
e Jql Ilebeigei
CFO
Date: _u0S
[Address]
LESSOR ADDRESS:
BINGHAM INC..
Attn: , �d _ 6T-o—r ]
895 W. Shaw Ave.
Clovis, CA 93612
FRESNI
By:
Name:
Title:
Date:
[Address]
r e711 A/ s ��
ATTEST:
REBECCA E. KLISCH
APPROVED TO LEGAir FORM:
JAMES C. SACC Y'
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