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HomeMy WebLinkAbout2010-163 Planning - Town of Chapel Hill equipment lease & mgmt of Fed. Transit Admin. Grant STATE OF NORTH CAROLINA EQUIPMENT LEASE AND MANAGEMENT OF A TOWN OF CHAPEL HILL FEDERAL TRANSIT ADMINISTRATION GRANT This Agreement, made and entered into by and between the Town of Chapel Hill, herein "Lessor", and "Orange County,North Carolina", herein "Lessee" for services hereinafter described for the Town of Chapel Hill. This Contract is between the Town of Chapel Hill and"Orange County,North Carolina"for the lease of two 28' Light Transit Vehicles and management and reporting of those funds used to purchase the same. WHEREAS,the Lessor will purchase and hold title to two (2)28' Light Transit Vehicles; WHEREAS,the Lessee desires to lease both 28' Light Transit Vehicles from the Lessor; WHEREAS, the Lessee further desires that the Lessor apply for, order, and manage the federal grant totaling $183,000. The grant will be used for the purchase of these vehicles and to reimburse the Lessor for administrative time applicable to this project. These funds shall provide for reimbursement for time spent on the project retroactive to August, 2009 through receipt and final payment to the manufacturer; WHEREAS, the Parties hereto have mutually agreed to the terms of this Agreement as hereinafter set forth. NOW, THEREFORE, KNOW BY ALL MEN PRESENT, that the Lessor, in consideration of the sum of ONE DOLLAR ($1.00) in hand paid, the receipt of which is hereby acknowledged,and of the agreements on the part of the Lessee to be performed as hereinafter set forth, hereby leases, subject to the conditions herein contained, to Lessee, and Lessee leases, the personal property (two 28' Light Transit Vehicles) owned by the Lessor. 1. Term: This Lease Agreement shall commence on the day of i , 2010 and unless sooner terminated as herein provided shall exist and continue until the vehicles are 5 years old or have reached 150,000 miles. By mutual agreement, the Parties may jointly extend the term for this Lease Agreement or may otherwise amend this agreement, provided that any extension of the term or amendment shall be in writing and properly executed by the parties. 2. Location and Operation. The Equipment shall be used only by the Lessee in a manner and for purposes consistent with the activities performed by Orange County Public Transit. The Equipment shall be operated in a manner consistent with any and all relevant laws and regulations of the Federal Transit Administration. 1 i//./ '3. Maintenance of Equipment; Warranties. Lessee agrees to maintain the Equipment according to the Federal Transit Administration's preventive maintenance guidelines and further agrees to make available the maintenance records of the Equipment for inspection by the Lessor upon request. At a minimum the Lessee agrees to provide the Lessor copies of the maintenance records by the close of the last business day of March, June, September and December of each year of this Lease. Equipment shall be warranted in accordance with the manufacturers' warranties. Lessor will bear no cost for repairs and/or replacements covered by those warranties. Repair and/or replacement of items not covered by this section shall be the Lessee's responsibility. The Lessee should prepare and submit to the Lessor for review a maintenance plan for the Equipment within the first month of the in-service date. 4. Addition of Devices by Lessee. The addition of any devices or markings to the Equipment including those devices or markings available as "add-on equipment" via North Carolina State Government Purchase Contract will be provided by the Lessee, and will be installed or applied and paid for by the Lessee, or by a contractor or vendor approved by Lessor. 5. Excess Wear and Tear, Return at End of Lease. The Lessee is responsible for all repairs to the Equipment. These repairs may include, but are not limited to: a) Replacement of any tire not part of a matching set of four or any tire which has less than 4/32 inch of remaining tread. b) Repair of all mechanical defects. c) Repair or replacement of all dented, scratched, chipped, or rusted body panels, paint, or vehicle identification items; all dented, scratched, rusted, pitted, broken or missing trim and grill work; all scratched, cracked, pitted, or broken glass; all faulty window mechanisms; all broken or burned out lights; all electronic malfunctions; all interior rips, stains, burns, or worn areas; and all damage which would be covered by collision or comprehensive insurance whether or not Lessee has filed a claim through the corporation's insurance carrier. At the end of the term, Lessee shall return the Equipment to Lessor at the place from which Equipment was presented in as good condition as it existed at the commencement of the term,reasonable wear and tear excepted. 6. Early Termination of Lease. Voluntary Early Termination: This Lease may be terminated by the Lessee before the end of the term if the Lessee is not in default and gives the Lessor three months written notice. 2 • 7. Default. If the Lessee fails to make scheduled payment or fails to meet any other terms of this Lease, the Lessor may treat such failures as breach of this Lease, and the Lessor may declare the Lease voided and take back the vehicle. 8. Indemnification of Lessor. Lessee agrees to protect and hold Lessor harmless against any and all losses or damage to Equipment by fire, flood, explosion, tornado, or theft. Lessee hereby assumes all liability to any person arising from the location, condition, or use of Equipment, and shall indemnify Lessor of and from all liability, claim, and demand, including attorney's fees, whatsoever arising from the location, condition, or use of Equipment whether in imperfect or defective, and from every other liability, claim, and demand, including attorney's fees, whatsoever during the term of this lease or arising while Equipment is in the possession of Lessee. 9. No Assignment. Neither this lease nor any right or interest thereunder shall be assigned by Lessee in any respect whatsoever. 10. Exclusion of oral statements. This instrument contains the entire agreement of the parties. No oral or other statements, proposals, or agreements shall be binding on either of the parties. 11. Insurance. The Lessee shall obtain, at his sole expense, all insurance required under this Article and the Lessee shall not use equipment until such insurance is in force. All required insurance shall be procured from insurance companies licensed to do business in North Carolina with a Best's Insurance Guide Rating of A- or better. Coverage shall be maintained continuously during the term of this lease agreement. Worker's Compensation Insurance - The Lessee shall take out and maintain during the term of the lease, workers' compensation insurance for all of his employees employed to provide services on this lease. The North Carolina Workers' Compensation Act requires any employer with three or more employees to provide this coverage. Coverage shall be provided with the following limits: Coverage A- Statutory - State of North Carolina Coverage B -Employers Liability $500,000 Each Accident $500,000 Disease-Policy Limits $500,000 Disease-Each Employee The current Experience Modification Factor must be indicated on the Certificate of Insurance. Comprehensive General Liability and Property Damage Insurance. The limits of such insurance shall be as follows: 3 oo Combined Single Limits of no less than: $2,000,000 general aggregate $1,000,000 products completed operations aggregate $1,000,000 each occurrence The Town of Chapel Hill,NC, shall be named as additional insured. Comprehensive Automobile Liability Insurance - The Lessee shall procure and maintain during the term of the lease commercial automobile liability insurance for not less than the following limits, or greater if required by law. Combined Single Limit of no less than: $1,000,000 This shall cover all vehicles including owned, non-owned and hired vehicles. The Town of Chapel Hill shall be named as additional insured. Excess Liability Insurance - In addition to the requirements of the above paragraphs, the Lessee shall be responsible for procuring and maintaining during the term of the lease,an umbrella or excess liability policy in the following amount: $5,000,000 per occurrence over primary insurance $10,000,000 aggregate The Town of Chapel Hill shall be named as additional insured. Each certificate of insurance and policy required hereunder, except the worker's compensation policy, shall bear the provision that "The policy cannot be canceled or reduced in any amount and that coverage cannot be eliminated in less than thirty (30) days after mailing written notice to the Town of Chapel Hill such alteration, cancellation, or elimination, the written notice to be sent by Certified Mail." A provision regarding cancellations, reductions in amount or elimination of coverage to the effect that the insurer's failure to mail notice shall impose no liability upon the insurer shall not be acceptable. If an insurance policy is canceled,it shall be the Lessee's obligation to procure a replacement policy in sufficient time so that there is no lapse in coverage. 12. Inspection by Lessor. For the purpose of examining and inspecting the condition of the Equipment during the term of this lease, Lessor will, no less than biennial to time require the inspection of the Equipment, either at Lessee's facilities or at a facility selected by the Lessor. 13. Tax Title and Plates. As part of the procurement of the vehicles,the Lessor shall be responsible for any fees associated with the Tax,Tags and Title of the Equipment. 4 IN WITNESS WHEREOF, the parties hereunto cause this agreement to be executed in their respective names. ORANGE COUNTY,NORTH CAROLINA I �l �(l,&irr -J. 4 . SIGNATURE PRINTED NAME& TITLE �)e2/PRINTED.RSAATVAaileat- tRdg A i NAME&TITLE !! TOWN OF CHAPEL HILL DEPUTY TOWN MANAGER ATTESTBILT0l ? ERK: °" OWN CLERK �1,� ���a`� Town Clerk attests date this the 4 ) day of 0„„:„,) rr 20 (;L. . Approved as too Form and Authorization TOWN ATTORI4EY This instrumen ; :w_-n pre-audited in the manner required by the Local Government B •' -t % •d Fi •ntrol Act. ,� -)% 6 2- � J I CE CUFF, 'FRAN: ��� '-= TOR 5