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CONTRACT 4958 OtherAgreement No. 4958 VEHICLE TRANSFER AGREEMENT THIS AGREEMENT is made and entered into this 15 day of Decen b r, � 1 by and between the CITY OF EL SEGUNDO and its POLICE DEPARTMENT, a general law city and municipal corporation, hereinafter referred to as the "AGENCY" and the INTERINSURANCE EXCHANGE OF THE AUTOMOBILE CLUB with principal offices at 3333 Fairview Road, Costa Mesa, CA 92626, hereinafter referred to as "EXCHANGE ". RECITALS WHEREAS, the AGENCY desires to acquire a vehicle in order to conduct investigations regarding automobile theft and insurance fraud; and WHEREAS, the AGENCY is authorized by state law to accept donations and the AGENCY's City Council has authorized the City Manager to accept donations valued at less than $25,000 (Cal. Gov. Code §37354; Resolution No. 4692) WHEREAS, the EXCHANGE has a vehicle of the appropriate make and model that it is willing to make available for AGENCY to conduct its investigations; NOW, THEREFORE, in consideration of the mutual covenants, benefits, and promises herein stated, the parties agree as follows: The EXCHANGE shall give the AGENCY the title to and the vehicle currently registered to the EXCHANGE, VIN identification# IGYFC26239Ii 39065 year /make /model 2009 /C DII, LAC /ESCALADE ( "VEHICLE "). The AGENCY shall register the VEHICLE with the Department of Motor Vehicles ( "DMV ") within fourteen (14) business days after this Agreement is executed by all parties in its own name or in any other name other than the EXCHANGE and its affiliated companies. Within two (2) days after the AGENCY registers the VEHICLE with the DMV, the AGENCY shall place new and different license plates on the VEHICLE and surrender the original plates to the EXCHANGE or to the DMV as may be required by law. The AGENCY is responsible for all DMV fees. 2. The AGENCY shall accept VEHICLE "as is" with no guarantees or warranties. The VEHICLE shall only be used by the AGENCY for activities and investigations regarding auto theft and /or insurance fraud. However, the EXCHANGE agrees that the operational decisions regarding the deployment of the VEHICLE are within the sole discretion of AGENCY. 3. The transfer of the VEHICLE is effective as of 12/ 20 /2015 and shall terminate on 12/ 20 /2017. During this period, the AGENCY is responsible for all routine maintenance and repairs on the VEHICLE. 4. Either party may terminate this Agreement at any time, with or without cause, in its sole Agreement No. 4958 discretion, with thirty (30) days' written notice. 5. The AGENCY shall provide adequate liability and comprehensive insurance coverage for the VEHICLE, which may be self - insured as provided by California law. 6. The AGENCY shall indemnify, hold harmless, release and defend the EXCHANGE, its agents, officers, directors, governors, employees, affiliated companies and insured from any and all claims, losses, demands, causes of action, suits, damages and liabilities, including but not limited to property damage or bodily injury, relating in any way or resulting from any AGENCY employee, agent or contractor's use, operation and /or maintenance of the VEHICLE. 7. The EXCHANGE waives any claims for material damage to the VEHICLE. Policy /Claim # OI198377 DOL 07/26/201.5. On the day after the termination of this Agreement pursuant to either Paragraphs 3 or 4, the AGENCY shall return the VEHICLE, regardless of its condition, to the EXCHANGE at the EXCHANGE's Salvage Lot located at 16920 S. Figueroa Street, Gardena, California. At that time, the AGENCY will give to the EXCHANGE the VEHICLE and its executed title. Thereafter, the EXCHANGE will register the VEHICLE with the DMV within fourteen (14) business days after the VEHICLE is returned in its own name or in any other name other than the AGENCY'S. Within two (2) days after the EXCHANGE registers the VEHICLE with the DMV, the EXCHANGE surrender the replacement license plates to the AGENCY or to the DMV as required by law. The EXCHANGE is responsible for all DMV fees related to re- registering the VEHICLE. 8. The AGENCY may not assign this Agreement without the express written consent of the EXCHANGE. 9. This Agreement may not be modified, nor may any of the terms, provisions or conditions be modified or waived or otherwise affected, except by a written amendment signed by all parties. 10. This Agreement sets forth the entire understanding of the Parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. The AGENCY and the EXCHANGE represent that the individual executing this Agreement on behalf of such party is duly authorized to execute such agreements for that party. Agreement No. 4958 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO A`F'I "I S "r.. I r f 6y, W lverl _..m C y Cie rk APPROVED AS TO FORM: for Mark D. 14enl<tly,.,ity Attorney INTERINSURAN AUTOMOB I � Fact. -ACS � Brian Man. Taxpayer ID No. :CHANGE OF THE by its Attorney in t Services, Inc.