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2600 - Los Angeles County Sheriff's Department - Bailment Agreement for 2024 Ford Explorer VIN: 52647BAILMENT AGREEMENT BY AND BETWEEN COUNTY OF LOS ANGELES AND CITY OF ROSEMEAD This Bailment Agreement ("Agreement") is made and entered into this 9 day of Kkact-i 2025 by and between the County of Los Angeles ("County") and the City of Rosemead ("City"). The City and County may be individually referred to as "Party" or collectively referred to as the "Parties." 1. Bailment of Property The City hereby bails 2024 Ford Explorer ("Vehicle"), Vehicle Identification Number 1 FM5K8GC2RGA526471 to the County for the exclusive use of the Sheriffs Department, as set forth in this Agreement. The Parties shall execute an amendment to this Agreement for any additional vehicle the City bails to the County that is not identified herein. 2. Term of Bailment The term of this Agreement shall be ten years and will commence on the -5 day of V1 \3c%a , 2025. If not extended by the Parties, the Agreement will terminate on S day of hkzt-r, , 2035. At the end of the initial ten-year term, the Parties will have an opportunity to extend the term of the Agreement for an additional five years by mutual written notice expiring on the S day of H A, iLLk 12040. The Parties may not elect to extend the Agreement for a period other than the specified ten-year terms without executing an amendment to this Agreement. 3. Safekeepina and Maintenance The County shall exercise due care for the safekeeping of the Vehicle. The County has the right to inspect said Vehicle prior to acceptance. The County shall inspect the Vehicle upon delivery and by acceptance thereof finds the Vehicle in good working order and condition. The County shall maintain the Vehicle in good working order and condition, ensure proper servicing, and shall comply in every respect with any manufacturer's/ owner's manual (including its recommended maintenance schedule) that comes with the Vehicle. The County shall pay for normal maintenance, repair, and service required for the proper operation of the Vehicle. The County shall pay for all costs related to the vehicle including fuel, washing, parking, and garage storage. The City will provide all required equipment, including radio dock, emergency lights and sirens, and the Los Angeles County Sheriffs Department will install the equipment at no cost to the City. All required law enforcement equipment installed by the Los Angeles County Sheriffs Department will be removed from the Vehicle, at no cost to the City, prior to return of the Vehicle to the City. Page 1 of 6 4. Indemnification The County agrees to indemnify, defend, and hold harmless the City, its officers, officials, and employees from any and all liability, losses, expenses, costs (including without limitation reasonable attorney's fees, expert fees and all other costs and fees of litigation), or damages the City may suffer and from any claims, demands, or judgments against the City arising out of County's use or operation of the City's Vehicle. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. This indemnification does not extend to any liability resulting from inherent defects or malfunctions in such Vehicles related to manufacturer's acts or omissions. 5. Titles Legal title to the Vehicle is, and shall at all times, remain in the name of the City. The Vehicle shall not be transferred or delivered by the County to any persons other than the City without the City's prior written consent. 6. Cost Except as otherwise set forth in this Agreement, the County's use of the Vehicle shall be at no cost to the City. 7. Inspection by City The County agrees to allow the City to inspect the Vehicle or otherwise observe it at such times and locations as mutually agreed upon. The County shall provide the City with such mileage, safety, operating, and other information, or copies of any such records maintained by County with respect to the Vehicle as the City or any government agency may require from time to time. B. Use of Vehicle a) The County may use the Vehicle for any lawful purpose, including use in connection with investigations and law enforcement activities in all areas under the County's jurisdiction. b) The County shall not use or operate the Vehicle in violation of any federal, state, local or provincial law, rule, regulation, or ordinance including those pertaining to the age and licensing of drivers. Under no circumstances shall the County disconnect the Vehicles' odometers or other mileage recording devices. Nor shall the Vehicle be used or operated as follows: Page 2 of 6 L In a manner subjecting it to depreciation above the normal depreciation associated with law enforcement use. ii. For an illegal purpose or by a person under the influence of alcohol or narcotics. Iii. For any purpose outside of the scope of this Agreement. 9. Risk of Loss a) The County shall assume all risks of loss to the Vehicle from the time the Vehicle is delivered by the City to the County, and upon inspection and acceptance by County, until the Vehicle is returned to the City at its place of business. b) Upon inspection and acceptance of the Vehicle, the County shall be responsible for any and all damages to the Vehicle except those resulting from inherent defects or malfunctions in such Vehicles related to manufacturer's acts or omissions. c) In the event of damages to the Vehicle, the County shall notify the City and follow such instructions that the City may provide with respect to repair or disposal of the Vehicle. If the Vehicle is lost, stolen, destroyed, or declared to be a total constructive loss (subject to the City agreement as to such condition), the County shall notify the City thereof and hold any wreckage for disposal by the City. With respect to any loss, theft, or destruction of the Vehicle, the County and the City shall negotiate the value for a comparably equipped vehicle in a condition similar to the lost, stolen, or destroyed Vehicle immediately prior to any such loss to be reimbursed to the City. 10. Termination Either Party may terminate this Agreement by giving ten (10) calendar days advance written notice to the other Party. Upon termination of this Agreement, the County shall immediately return the Vehicle to the City. 11. Amendments No variation, modification, change, or amendment to this Agreement shall be binding upon any Party unless such variation, modification, change, or amendment is in writing and duly authorized and executed by all Parties. This Agreement shall not be amended or modified by oral agreements or understandings among the parties or by any acts or conduct of the Parties. 12. Notices All notices or demands required or permitted to be given or made under this Agreement shall be in writing and shall be hand delivered with signed receipt or mailed by first-class Page 3 of 6 registered or certified mail, postage prepaid, addressed to the parties as identified below. Addresses and persons to be notified may be changed by either party by giving ten (10) calendar days prior written notice thereof to the other party. Los Angeles County Sheriffs Department Attn: Communications and Fleet Management Bureau 1277 North Eastern Avenue Los Angeles, CA 90063 City of Rosemead Attn: City Manager 8838 East Valley Boulevard Rosemead, CA 91770 13. Insurance The County shall maintain comprehensive general and automobile liability insurance for the Vehicle protecting the County in amounts not less than $2,000,000 for personal injury to any one person, $2,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $2,000,000. This insurance policy shall specify its acts as primary insurance for the Vehicle and covers the operations of the County pursuant to the terms of this Agreement. The City acknowledges and accepts that the County is self-insured to meet its obligations hereunder. 14. Independent Contractor This Agreement is by and between the County and the City and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between the County and the City. The employees and agents of one party shall not be construed to be employees and agents of the other Party. 15. Governing Law. Jurisdiction. and Venue This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. The City agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles. 16. Validity and Waiver If any provision of this Agreement orthe application thereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby. No waiver by the County of any breach of any provision of this Agreement shall constitute a waiver of any other Page 4 of 6 breach or of such provision. Failure of the County to enforce at any time, or from time to time, any provision of this Agreement shall not be construed as a waiver thereof. The rights and remedies set forth in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 17. Assignment A Party shall not assign its rights or delegate its duties under this Agreement, in whole or in part, without the prior written consent of the other party, and any attempted assignment or delegation without such consent shall be null and void. 18. Authorization Warranty The Parties represent and warrant that the person executing this Agreement on behalf of each Party is an authorized agent who has actual authority to bind the Parties to each and every term, condition, and obligation of this Agreement and that all requirements of the Parties have been fulfilled to provide such actual authority. 19. Integrated Agreement This Agreement constitutes the entire understanding of the Parties, and no representations or promises have been made that are not fully set forth herein. The Parties understand and agree that no modifications of this Agreement will be binding unless such modification is in writing, duly accepted, and executed by both parties pursuant to Section 11 of this Agreement. 20. Counterparts This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but such counterparts together shall constitute one and the same instrument. 21. Headings The section headings that appear throughout this Agreement have been provided solely for the convenience of the Parties and do not define or limit the scope of any provision. Consequently, the headings shall not be considered when interpreting this Agreement. [Continued on following page for signatures] Page 5 of 6 BY AND BETWEEN COUNTY OF LOS ANGELES AND CITY OF ROSEMEAD IN WITNESS WHEREOF, the County of Los Angeles, by order of its Board of Supervisors, has caused this Agreement to be executed on its behalf by the Sheriff, and the City of Rosemead has executed this Agreement, or caused it to be executed on its behalf, by its duly authorized representative, on the dates written below. COUNTY OF LOS ANGELES By t� Robert Luna, Sheriff Date: APPROVED AS TO FORM: Dawyn R. Harrison County Counsel By Approval on File Michele Jackson Principal Deputy County Counsel CITY OF ROSEMEAD By Be City Manager Date: Ericka Hernandez City Clerk By Rachel H. Richman City Attorney Page 6 of 6