ATTACHMENT #2
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Project Name: Temporary TOTC Mobile
Refrigerated Trailer Parking
LICENSE AGREEMENT
BETWEEN THE CITY OF THOUSAND OAKS
AND
SAFE PASSAGE YOUTH FOUNDATION
THIS AGREEMENT, made and entered into this 26th day of August, 2025, by and between the CITY OF THOUSAND OAKS, a municipal corporation (herein referred to as "City"), and SAFE PASSAGE YOUTH FOUNDATION, a California non-profit public benefit corporation (hereinafter referred to as “Safe Passage” or “Licensee”).
RECITALS
A. WHEREAS, City established a food recovery program in compliance with Senate Bill (SB) 1383; and
B. WHEREAS, Licensee oversees the Safe Passage program which, among other programs, provides food to community members experiencing food insecurity and is an active participant in the City’s food recovery program; and
C. WHEREAS, City owns and operates Thousand Oaks Transportation Center (TOTC) located at 265 South Rancho Road where it operates several local bus routes and has available parking spaces for additional vehicles and trailers; and
D. WHEREAS, Safe Passage is seeking temporary space in the City to store and plug in a mobile refrigerated trailer for the local food recovery program; and
E. WHEREAS, Licensee desires to use and City desires to allow the Licensee to use Premises (as defined below), on a temporary basis, for storage of a mobile refrigerated trailer.
City and Licensee therefore agree as follows:
1. STORAGE OF MOBILE REFRIGERATED TRAILER EQUIPMENT AT
TOTC
City hereby grants to Licensee a no cost, revocable, non-exclusive license to use a designated parking area (“Premises") at the TOTC for the storage of one mobile refrigerated trailer under the following terms and conditions:
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(a) Licensee shall store and plug in one mobile refrigerated trailer in the designated parking area as described in Exhibit A. City reserves the right to further direct storage within this designated space or move the designated area as needed.
(b) Safe Passage’s access to and use of TOTC grounds shall be limited to storage of its mobile refrigerated trailer and loading and unloading of trailer contents. Three adjacent parking spaces on the Premises are available for designated volunteers to access the mobile refrigerated trailer unit to load and unload trailer contents. No food distribution shall take place on the Premises.
(c) Safe Passage’s food recovery-related equipment shall be stored within the mobile refrigerated trailer.
(d) Safe Passage shall ensure the parking area is kept clean and does not result in additional debris or litter on the premises. Safe Passage shall contact City if they identify debris or litter that is not related to their use of the parking area.
(e) Use of areas or equipment not specifically designated in Exhibit A for the purposes of this License is prohibited.
(f) Access to the TOTC by Safe Passage shall be limited to normal operating hours, Monday through Sunday, 6:00 a.m. to 7:00 p.m.
(g) Licensee shall use the Premises at their own risk. Limited security services are provided at the Premises, and City is not responsible for theft or damage to Safe Passage’s property, unless due to City's own active negligence. (h) Only those employees and volunteers designated by Licensee shall be permitted to operate and park the trailer on the Premises. Licensee shall be responsible for ensuring these volunteers are properly licensed and insured. City shall be provided a list of said volunteers which shall be updated by Licensee as necessary.
2. CITY PROJECT MANAGER
The City's " Project Manager" and contact for this Agreement, as that staff person is designated by City from time to time, is presently Philip Hirrel, Sustainability Division Analyst.
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3. TERM
The term of this Agreement is from the date first written above to August 27, 2026, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein. City Manager or his or her designee shall have the authority to extend the term of this Agreement in writing no more than three (3) times, for a period of one (1) year each. Extensions shall be memorialized by written amendment to the contract.
Safe Passage shall not store a mobile refrigerated trailer at the TOTC until (i) Safe Passage furnishes proof of insurance as required by Section 6 below, and (ii) City gives written authorization to proceed by City's Project Manager.
4. NO ASSIGNMENT
This Agreement is not assignable by Safe Passage without City's prior written consent.
5. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for Licensee’s Damages. Licensee holds City, its elected officials, officers, agents, employees and volunteers, harmless from all of Licensee's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Licensee, to Licensee's employees, to Licensee’s contractors or subcontractors, or to the owners of Licensee's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement. (b) Defense and Indemnity of Third Party Claims/Liability. Licensee shall indemnify, defend with legal counsel approved by City, and hold harmless City, its elected officials, officers, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Licensee' s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel from representing both City and Licensee, or should City otherwise find Licensee’s legal counsel unacceptable, then Licensee shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. Licensee shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of Licensee’s negligent, reckless or wrongful DPW: 810-15, 810-60, 940-10\ev\Council\2025\082625\Safe Passage Revocable License Agreement Att 2.docx
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performance. 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 or expiration of this Agreement.
Licensee's obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Licensee shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Licensee will be for that entire portion or percentage of liability not attributable to the active negligence of City. (c) Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Section 6.
6. MINIMUM SCOPE AND LIMIT OF INSURANCE
Without limiting Licensee’s indemnification of City, and prior to commencement of Work, Licensee shall obtain, provide, and maintain at its own expense during the term of this Agreement, and any extension thereof, policies of insurance of the type and amounts described below in a form that is satisfactory to City.
Coverage shall be at least as broad as:
(a)Commercial General Liability (CGL): Licensee shall, at Licensee’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry General Liability insurance coverage at least as broad as Insurance Services form CG 00 01 in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate for bodily injury, personal and advertising injury and property damage, including with limitation, blanket contractual liability.
(b)Automobile Liability: Licensee shall, at Licensee’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry Automobile Liability insurance coverage at least as broad as Insurance Services form CA 00 01 or the exact equivalent covering bodily injury and property damage for all activities of Licensee arising out of or in connection with the work DPW: 810-15, 810-60, 940-10\ev\Council\2025\082625\Safe Passage Revocable License Agreement Att 2.docx
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to be performed under this Agreement, including coverage of any owned, hired, non -owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c)Worker's Compensation: Licensee shall, at Licensee’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry workers' compensation statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for bodily injury or disease. Licensee shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers for all work performed by Licensee, its employees, agents and subcontractors.
If Licensee maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Licensee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Additional coverage types or riders may be required if armed security guards are used at any point during the term of the agreement.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
City, its elected officials, officers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Licensee including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Licensee's insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 10 01 and CG 20 37 10 01 if a later edition is used). The provision shall also apply to any excess liability policies. In addition, Licensee shall ensure that the automobile liability policy contains a provision covering City as an additional insured, and shall obtain an endorsement to that effect if it does not.
Excess Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Umbrella or excess policies shall provide coverage at least as broad as specified for underlying coverages and covering those insured in the underlying policies. Coverage shall be "pay on behalf” with defense costs payable in addition to policy limits. There DPW: 810-15, 810-60, 940-10\ev\Council\2025\082625\Safe Passage Revocable License Agreement Att 2.docx
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shall be no cross -liability exclusion of claims or suits by one insured against the other. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City as required in written contract or agreement before City' s own insurance or self- insurance shall be called upon to protect it as a named insured.
City's Rights of Enforcement
In the event any policy of insurance required under this Agreement does not comply with these specifications or is cancelled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Licensee, or City will withhold amounts sufficient to pay premium from Licensee’s payments. In the alternative, City may cancel this Agreement.
City’ s Right to Revise Specifications
City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Licensee ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Licensee, City and Licensee may renegotiate Licensee’s compensation.
Primary and Non-Contributory Coverage
For any claims related to this Agreement, Licensee’s insurance coverage shall be primary insurance as respects City, its elected officials, officers, agents, employees and volunteers. Any insurance or self-insurance maintained by City, its elected officials, officers, agents, employees or volunteers shall be excess of Licensee’s insurance and shall not contribute with it and be at least as broad as CG 20 01 04 13.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to City.
Deductibles and Self-Insured Retentions
Any deductibles or self -insured retentions must be declared to and approved by City. City may require Licensee to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
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Acceptability of Insurers
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with a current A.M. Best's rating of no less than A:VII, ( unless otherwise acceptable to City).
Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected officials, officers, agents, employees or volunteers or shall specifically allow Licensee, or others providing insurance evidence in compliance with these specifications, to waive their right of recovery prior to a loss. Licensee hereby waives his own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. Copies of these waivers shall be submitted to City prior to commencement of work.
Claims Made Policies
If any of the required policies provided coverage on a claims-made basis:
(a) The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.
(b) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work required under this Agreement.
(c) If coverage is canceled or not- renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the Agreement effective date, Licensee must purchase " extended reporting" coverage for a minimum of five (5) years after completion of Agreement work.
Verification of Coverage
Licensee shall provide City with copies of certificates (on City certificate form or an Accord form as modified per City direction) for all policies, with the appropriate named additional insured coverage and an endorsement that they are not subject to cancellation without 30 days prior written notice to City. All certificates and endorsements are to be received and approved by City before work commences.
However, failure to obtain the required documents prior to the work beginning shall not waive Licensee’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
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Subcontractors
Licensee shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Licensee shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
7. TERMINATION
Either party may terminate this Agreement without cause upon giving 30 calendar days written notice. If termination is for cause, no notice period need be given. In the event of termination, Safe Passage shall remove its mobile refrigerated trailer from the TOTC within one day of termination for any reason.
8. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party' s right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/ or period of time specified. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
9. CONFLICT OF INTEREST
Licensee is unaware of any City employee or official that has a financial interest in Licensee’s business. During the term of this Agreement, Licensee shall not offer, encourage or accept any financial interest in Licensee’s business by any City employee or official.
10. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.
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11. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
12. GOVERNING LAW
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.
Should litigation occur, venue shall be in Superior Court of Ventura County.
13. MODIFICATION OF AGREEMENT
This Agreement may be modified only upon mutual written consent of City and Licensee.
14. USE OF THE TERM “CITY”
Reference to " City" in this Agreement includes City Manager or any authorized representative acting on behalf of City.
15. CAPTIONS
The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement.
16. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement.
17. ENTIRE AGREEMENT BETWEEN PARTIES
This Agreement supersedes any other agreements, either oral or in writing, between the parties hereto, and contains all of the covenants and agreements between the parties.
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18. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
19. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY: Philip Hirrel, Sustainability Division Analyst Public Works Department
City of Thousand Oaks
2100 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362
TO SAFE PASSAGE: Tim Hagel, Director
Safe Passage Youth Foundation
482 Greenmeadow Avenue
Thousand Oaks, California 91361
20. SIGNATURES
(a)Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b)Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with. pdf, tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.
(c)Digital/ Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce ( ESIGN) Act and the California Uniform Electronic Transactions Act ( UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties' consent to do business electronically.
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In concurrence and witness whereof, this License Agreement has been executed by the parties effective on the date and year first above written.
LICENSEE:
SAFE PASSAGE YOUTH
FOUNDATION
______________________________
Timothy Hagel
Safe Passage Director/Officer
______________________________
Luis Manzano
Safe Passage Director/Officer
CITY OF THOUSAND OAKS
______________________________
David Newman, Mayor
ATTEST:
______________________________
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
______________________________
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:
______________________________
Nader Heydari, Public Works Director
APPROVED AS TO FORM:
Office of the City Attorney
______________________________
Tracy Friedl, Assistant City Attorney
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EXHIBIT A