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HomeMy WebLinkAboutSC Office for the Aging - 2012 Ford Passenger Bus Least 44DRESOLUTION 2021-907 ADOPTED DOC ID: 17552 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2021-907 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON NOVEMBER 30,2021: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Lease Agreement between the Town of Southold and Suffolk County Office for the Aging for acquisition of a 2012 Ford Passenger Bus, Vehicle Identification No. 1FDFE4FS6CDB 18851, for a term of five years, subject to the approval of the Town Attorney, at no cost to the Town of Southold. Denis Noncarrow Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER:Louisa P. Evans, Justice AYES: Nappa, Dinizio Jr, Doherty, Ghosio, Evans, Russell � v � COUNTY OF SUFFOLK Steven Eellone COUNTY EXECUTIVE OFFICE FOR THE AGING Holly S.Rhodes-Teague DIRECTOR December 30, 2021 The Honorable Scott A Russell, Supervisor RECEIVE® Town of Southold 53095 Main Road Southold, NY 11971 JAN 2 7 2022 RE Vehicle Lease Agreement# 525-CAP-CAP-1749 520-2026-7, Southold Town Clerk Vehicle: 2012 Ford E450 Passenger Bus VIN# 1FDFE4FS6CDB18851 Dear Supervisor Russell, The fully executed Agreement referenced above is enclosed for your files. If you need further information, please contact Ellen Frankino at 631-853-8262 Sincerely, Ellen Frankino Senior Contracts Examiner EF-Id Enclosures cc- Ellen Frankino Karen McLaughlin H LEE DENNISON BUILDING ♦ 100 VETERANS MEMORIAL HIGHWAY ♦ P 0 BOX 6100 ♦ HAUPPAUGE,N Y 11788-0099 ♦ PHONE(631)853-8200 ♦FAX(631)853-8225 Law No. 26-AG - 001 Agreement No. 525-CAP-CAP-1749.520-2026-7 Lease Renewal Agreement This Agreement of Lease (Agreement) is between the County of Suffolk(Lessor), a municipal corporation of the State of New York, having its principal office at the County Center, Riverhead, New York 11901, acting through its duly constituted Office for the Aging (Aging), located at H. Lee Dennison Building, 100 Veterans Memorial Highway, P. O. Box 6100, Hauppauge, New York 11788-0099; and The Town of Southold (Lessee), a New York municipal corporation, having its principal place of business at 53095 Main Road, Southold, New York 11971. The parties hereto desire to make a vehicle available to be used for the convenience of elderly residents of Suffolk County Term of Agreement: Shall be from the Commencement Date (as defined in Exhibit A) renewed from January 1, 2022 through December 31, 2026, unless terminated or extended as provided in Exhibit A. Total Cost of Agreement: No cost to County. Terms and Conditions- Shall be as set forth in Exhibit A and B attached. In Witness Whereof, the parties hereto have executed this Aar ent as of the latest date written below. Town of So old County u of Scott A. Russell By. Supervisor Lisa M Black Fed Taxpayer ID# 11-6001939 Chief Deputy ounty Executive Date: 26 Date 21M2 6 L-.Q}�0-'k.1.15S C _, hereby certifies Approved: under penalties of perjury that Ilam' an officer of lA1 VN CJ that I have read By: �y -.� f � �uzwe L� 113�J and I am familiar with §A5-8 of Article V of the Suffolk �-Holl Holly S hodes-Teague ate County Code, and that Director, Office for the Aging Zt Q) CkC�k ��d� meets all requirements t alify for exemption thereunder Recommended: Date 1:113 13A 1 Sign a By: haliQ Rai-Lex, Approved as to Form: Date Dennis M. Cohen Suffolk Con ttor y 1111 Jill 1111111111 By Z N njan G. Sag uram Date 00691523 ssistant Cou Attorney Page 1 of 11 Southold 2012 Suburban renewal Law No. 26-AG - Agreement No. 525-CAP-CAP-1749.520-2026-7 TABLE OF CONTENTS Exhibit A 1. Purpose of Agreement; Use of Vehicle 3 2. Term 3 3. Termination of Agreement 3 4. Extension of Agreement 4 5. Rent 4 6. End of Term; Rental Charges 4 7. Title and Registration 4 8. Condition and Maintenance 4 9. Alterations and Additions 5 10. Sole Responsibility of Lessee 5 11. Operational Information and Inspections 5 12. Compliance With Requirements 5 13. Lessee's Rights and Obligations 5 14. Risk of Loss; Insurance 6 15. Indemnification 7 16. Accident Notification 7 17. Notices 7 18. Damage To or Destruction of Vehicle 8 19. Application of Insurance Proceeds 8 20. Non-Discrimination in Services 8 21. Arrears or Default 9 22. No Gratuities 9 23. Independent Contractor 9 24. Assignability 9 25. Publications 9 26. No Intended Third Party Beneficiaries 9 27. Conflicts of Interest 10 28. Cooperation on Claims 10 29. Governing Law 10 30. Severability; No Implied Waiver 10 31. Entire Agreement 10 32. No Oral Changes 10 EXHIBIT B Vehicle Specifications Page 2 of 11 Law No. 26-AG - Agreement No. 525-CAP-CAP-1749.520-2026-7 Exhibit A 1. Purpose of Agreement; Use of Vehicle The purpose of this Agreement is to assist the Lessee in providing services to elderly residents of Suffolk County under separate contract(s) entered into between the Lessor and the Lessee, by the leasing to the Lessee of a Lessor-owned vehicle more particularly described in Exhibit B to this Agreement(the"Vehicle"). Lessor hereby leases the Vehicle to Lessee solely for the purpose of furnishing transportation or other services (such as meals to the homebound) for elderly residents of Suffolk County under such separate contract(s) as may be in effect from time to time during the term of this Agreement between the Lessor, acting through Aging (or such other Lessor office, department or instrumentality as may succeed to the functions of Aging), and the Lessee. Lessee shall not use the Vehicle for any other purpose whatsoever without the prior written consent of the Director of the Suffolk County Office for the Aging (or other officer of Lessor designated to succeed to such Director's functions). Under no circumstances shall the Lessee use or allow the use of the Vehicle in any way contrary to applicable laws, regulations or insurance requirements, nor shall Lessee use or allow the use of the Vehicle for any private purposes. 2. Term This Agreement shall cover the period provided on the first page hereof, unless sooner terminated or extended as provided under this Agreement. "Commencement Date" shall mean the date of delivery of the Vehicle to the Lessee. Promptly after delivery, Aging and the Lessee shall sign a memorandum confirming the Commencement Date. 3. Termination of Agreement (a) This Agreement may be terminated immediately bythe Lessor if the Lessee shall fail to maintain the amount and types of insurance required by this Agreement or shall fail to comply with federal, state or local laws, rules, regulations or County policies or directives. (b) In the event of any failure by the Lessee to fulfill its other obligations under this Agreement other than as set forth in subsection (a) above, or in the event of the termination or expiration without renewal of one or more of the contracts between the Lessor and the Lessee for services to the elderly referred in paragraph one (1) of this Agreement, the County may terminate this Agreement , provided that no such termination shall be effective unless the Lessee is given three (3) calendar days' written notice of intent to terminate, delivered in accordance with the provisions of paragraph sixteen (16) of this Agreement. (c) Both parties shall have the right to terminate this Agreement without cause, for any reason, at any time, upon such terms and conditions it deems appropriate and in accordance with this Agreement; provided however, that no such termination shall be effective unless the other party is given at least thirty (30) days prior written notice in accordance with paragraph sixteen (16) of this Agreement. (d) Upon receipt of a notice of termination or suspension, the Town shall promptly carry out the actions required by such notice. Page 3 of 11 Law No. 26-AG - Agreement No. 525-CAP-CAP-1749.520-2026-7 4. Extension of Agreement Upon written notification by Aging to the Lessee, the term of this Agreement may be extended for one (1) or more successive periods not in excess of five (5) years per extension on the same terms and conditions; provided, however, that the Lessee is not in default regarding any of the provisions of the agreement and that the, Lessee does not notify Aging within thirty (30) days after the receipt of such notification of its desire to terminate this Agreement at an earlier date, in which event it shall terminate at such earlier date. 5. Rent Lessee shall pay the Lessor one dollar($1.00), receipt waived, as long as the Lessee shall use the Vehicle for the purposes specified in paragraph one (1) of this Agreement. In the event the Vehicle is used for purposes not authorized by this Agreement, Lessee shall pay rental charges as provided in paragraph six (6) below, until surrender of the Vehicle to the Lessor. 6. End of Term; Rental Charges Upon the expiration of this Agreement, or within twenty-four (24) hours after other termination of this Agreement, Lessee shall surrender the Vehicle to Lessor at a facility of Lessor, as designated by Aging. If the Lessee fails to timely surrender the Vehicle, or during any period of use or instance of use of the Vehicle for, or in connection with, purposes other than those authorized in this Agreement, the Lessee shall pay to the Lessor as rental for the use of the Vehicle one hundred fifty dollars ($150.00) per day, until the Vehicle is surrendered to Lessor. 7. Title and Registration Title to the Vehicle and to all replacements, alterations and additions thereto shall be and remain in the name of the Lessor, but the Lessee shall register the Vehicle in its name as Lessee. The Lessor shall cooperate with the Lessee and shall provide such documentation as may be required and otherwise appropriate so that Lessee may procure and maintain such registration.At no time shall Lessee be entitled to retain the certificate of title. Upon the expiration or earlier termination of this Agreement, Lessee shall surrender the registration to Lessor. 8. Condition and Maintenance (a) All manufacturers'warranties are hereby assigned by the Lessor to the Lessee, and the Lessor shall cooperate with Lessee in obtaining warranty period labor and parts. Lessee has reviewed the purchase specifications forthe Vehicle and represents that it is familiar therewith and with the owner's and service manuals. Lessee, at Lessee's sole cost and expense, shall perform or cause to be performed all work, ordinary and necessary, foreseen and unforeseen,to maintain the Vehicle in good working order and appearance and in accordance with the manufacturer's manuals and recommended practices. Lessee shall maintain records of all repairs and maintenance performed and the records shall be available to Aging. (b) In addition to scheduled maintenance, the Vehicle shall be regularly inspected by trained maintenance personnel and any problems uncovered through such inspection or otherwise shall be promptly corrected and/or repaired. Page 4 of 11 Law No. 26-AG - Agreement No. 525-CAP-CAP-1749.520-2026-7 9. Alterations and Additions So long as Lessee is not in default under this Agreement, Lessee, at its sole expense, may make reasonable alterations and additions to the Vehicle with the written approval of Aging; provided that any such alterations or additions: (a) Shall not change the general character of the Vehicle, reduce its fair market value below such value immediately before such alterations or additions, or impair its usefulness forthe purpose provided in paragraph one (1) of this Agreement; (b) Are effected with due diligence, in a good and workmanlike manner and in compliance with applicable laws, regulations and insurance requirements; and (c) Are promptly and fully paid for by Lessee. 10. Sole Responsibility of Lessee Nothing in this Agreement or in any approval under the foregoing paragraph eight(8) shall constitute any consent or request by the Lessor, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in connection with the Vehicle or any part or equipment thereof, and nothing in this Agreement shall give Lessee any right or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property for the account of or as a liability or obligation of the Lessor. 11. Operational Information and Inspections (a) Lessee shall provide such information relating to the use and operation of the Vehicle as may be requested from time to time by the Lessor. (b) Upon written notification from Aging, Lessee shall make the Vehicle available for inspection at reasonable times and locations. The Lessor shall not have any duty to make any such inspection and shall not incur any liability or obligation for not making such inspection. 12. Compliance With Requirements Lessee, at its sole expense, shall promptly: (a) Comply with all legal requirements, whether or not such compliance shall require structural changes in the Vehicle or interfere with its use, and (b) Procure, maintain and comply with all permits, licenses or other authorizations and comply with all applicable Federal, State, County and local laws, regulations or rulings, applicable to the Vehicle or to Lessee's use thereof. 13. Lessee's Rights and Obligations (a) Lessee will expend whatever funds are necessary to insure that the Vehicle is properly maintained in operable condition. (b) Lessee will return the Vehicle to the Lessor in the same condition as when received except for normal wear and tear and mileage. (c) In lieu of making necessary repairs to the Vehicle and returning it upon the expiration or termination of this Agreement, the Lessee may at its option elect to pay the Lessor the fair market value of the Vehicle and obtain title to the vehicle. Page 5 of 11 Law No. 26-AG - Agreement No. 525-CAP-CAP-1749.520-2026-7 14. Risk of Loss; Insurance (a) The Lessee assumes responsibility for all risks of loss through physical damage, including without limitation collision and comprehensive losses, to the Vehicle and to any part or equipment thereof. (b) The Lessee agrees to procure, pay the entire premium for and maintain throughout the term of this Agreement insurance in amounts and types specified by the Lessor. Unless otherwise specified by the Lessor and agreed to by the Lessee, in writing, such insurance will be as follows: (i) COMMERCIAL GENERAL LIABILITY INSURANCE, insurance, including contractual liability coverage, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence for bodily injury and Two Million Dollars ($2,000,000.00) per occurrence for property damage.The County shall be named an additional insured. (ii) AUTOMOBILE LIABILITY INSURANCE in an amount not less than Five Hundred Thousand Dollars ($500,000) per person, per accident, for bodily injury and not less than One Hundred Thousand ($100,000.00) for property damage per occurrence and PHYSICAL DAMAGE COVERAGE in an amount equal to the value of the vehicle as described in paragraph eighteen (18) below headed, "Damage to or Destruction of Vehicle". (iii)WORKERS' COMPENSATION and EMPLOYER'S LIABILITY INSURANCE in compliance with all applicable New York State laws and regulations and DISABILITY BENEFITS INSURANCE if required by law. Lessee shall furnish to the Lessor prior to execution of this Agreement the documentation required by the State of New York Workers' Compensation Board of coverage or exemption from coverage pursuant to §§ 57 and 220 of the Workers' Compensation Law. In accordance with General Municipal Law§ 108, this Agreement shall be void and of no effect unless the Lessee shall provide and maintain coverage during the term of this Agreement for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law. (c) All policies providing such coverage shall be issued by insurance companies with an A.M. Best rating of A- or better. (d) Lessee shall furnish to the Lessor, prior to the execution of the Agreement, declaration pages for each policy of insurance, other than a policy for commercial general liability insurance, and upon demand, a true and certified original copy of each such policy evidencing compliance with the aforesaid insurance requirements. In the case of commercial general liability insurance, the Lessee shall furnish to the Lessor, prior to the execution of the Agreement, a declaration page or insuring agreement and endorsement page evidencing the Lessee's status as an additional insured on said policy, and upon demand, a true and certified original copy of such policy evidencing compliance with the aforesaid insurance requirements. (e) All evidence of insurance shall provide for the Lessee to be notified in writing thirty (30) days prior to any cancellation, nonrenewal, or material change in the policy to which such Page 6 of 11 Law No. 26-AG - Agreement No. 525-CAP-CAP-1749.520-2026-7 evidence relates. It shall be the duty of the Lessee to notify the Lessor immediately of any cancellation, nonrenewal, or material change in any insurance policy. (f) If the Lessee is a town or other municipal corporation and has a self-insurance program under which it acts as a self-insurer for any of such required coverage, it may provide self-funded coverage and certificates or other evidence of such self-insurance in lieu of insurance issued by insurance companies. 15. Indemnification (a) To the extent permitted by law, the Lessee shall protect, indemnify and hold harmless the Lessor and its agents, officers, officials, employees, and servants from and against all liabilities, fines, penalties, actions, damages, demands, losses, claims, costs, suits or actions, judgments, liens, encumbrances, costs and expenses caused by the negligence or any acts or omissions of the Lessee, including reimbursement of the cost of reasonable attorneys' fees incurred by Lessor and its agents, officers, officials, employees, and servants in any action or proceeding arising out of or in connection with this Agreement and/or by reason of liability imposed by law for damage because of bodily injury, including death at any time resulting therefrom, sustained by any person or persons, or on account of damage to property, arising out of the acts or omissions or negligence of the Lessee , its agents, employees or subcontractors or of other persons, in connection with the use of the vehicle described or referred to in this Agreement. (b) The Lessee shall defend the Lessor and its agents, officers, officials, employees, and servants in any proceeding or action, including appeals, arising out of or in connection with this Agreement or the use of the Vehicle described or referred to in this Agreement. At the Lessor's option, the Lessor may defend any such proceeding or action and require the Lessee to pay reasonable attorney's fees for the defense of any such suit. 16. Accident Notification The Lessee shall notify its insurance carrier, and Aging, verbally and in writing within twenty-four (24) hours after any accident involving the Vehicle. Without limitation, such communications shall include a copy of any accident report and the names and addresses of any persons alleging, personal injury or property damage in connection with such accident. 17. Notices (a) Unless otherwise expressly provided, all notices shall be in writing and shall be deemed sufficiently given if sent by regular first class mail and certified mail, or personally delivered during business hours as follows: 1)to the Lessee at the address on page one(1)of the Agreement and 2) to the Lessor care of Aging at the address on page one (1) of the Agreement, or as to either of the foregoing, to such other address as the addressee shall have indicated by prior written notice to the addressor. (b) All notices received by the Lessee relating to a legal claim shall be immediately sent to Aging and also to the County Attorney at H. Lee Dennison Building, 100 Veterans Memorial Highway, P.O. Box 6100, (Sixth Floor), Hauppauge, New York, 11788-0099. Page 7 of 11 Law No. 26-AG - Agreement No. 525-CAP-CAP-1749.520-2026-7 18. Damage To or Destruction of Vehicle In case of any material damage to, or loss or destruction of the vehicle or of its equipment, the Lessee shall give notice as provided in the foregoing paragraph sixteen (16) headed, "Accident Notification", generally describing the nature and extent of such damage, loss or destruction, and the time, place and circumstances thereof, and shall promptly replace or repair the Vehicle and/or its equipment at least to the condition that it was in immediately prior to the damage, loss or destruction. 19. Application of Insurance Proceeds In the event of damage to or loss or destruction of the Vehicle or any part or equipment thereof, Lessee shall use any proceeds of insurance solely to repair or replace the Vehicle or its equipment and for no other purpose, and, if not so used, such proceeds and the Vehicle shall be forthwith turned over to the Lessor. 20. Non-Discrimination in Services During the performance of this Agreement: (a) The Lessee shall not, on the grounds of race, creed, color, national origin, sex, age, disability, sexual orientation, military status or marital status: i. deny any individual any services or other benefits provided pursuant to this Agreement; or ii. provide any services or other benefits to an individual that are different, or are provided in a different manner, from those provided to others pursuant to this Agreement; or iii. subject an individual to segregation or separate treatment in any matter related to the individual's receipt of any service(s) or other benefits provided pursuant to this Agreement; or iv. restrict an individual in any way in the enjoyment of any advantage or privilege enjoyed by others receiving any services or other benefits provided pursuant to this Agreement; or V. treat an individual differently from others in determining whether or not the individual satisfies any eligibility or other requirements or condition which individuals must meet in order to receive any aid, care, service('§) or other benefits provided pursuant to this Agreement. (b) The Lessee shall not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination because of their race, creed, color, national origin, sex, age, disability, sexual orientation, military status or marital status, or have the effect of defeating or substantially impairing accomplishment of the objectives of this Agreement in respect to individuals of a particular race, creed, color, national origin, sex, age, disability, sexual orientation, military status or marital status, in determining: i. the types of service(s) or other benefits to be provided, or ii. the class of individuals to whom, or the situations in which, such service(s) or other benefits will be provided; or Page 8of11 Law No. 26-AG - Agreement No. 525-CAP-CAP-1749.520-2026-7 iii. the class of individuals to be afforded an opportunity to receive services. 21. Arrears or Default The Lessee warrants that it is not, and shall not be during the term of this Agreement, in arrears to the LESSOR for taxes or upon debt or contract and is not, and shall not be during the term of this Agreement, in default as surety, Lessee or otherwise on any obligation to the LESSOR. 22. No Gratuities The Lessee represents and warrants that it has not offered or given any gratuity to any official, employee or agent of Suffolk County or New York State or of any political party, with the purpose or intent of securing an agreement or securing favorable treatment with respect to the awarding or amending of an agreement or the making of any determinations with respect to the performance of an agreement, and that the signer of this Agreement has read and is familiar with the provisions of Local Law No. 32-1980 of Suffolk County (Chapter 386 of the Suffolk County Code). 23., Independent Contractor The Lessee is not, and shall never be considered an employee of the County for any purpose. Notwithstanding anything herein, this Agreement shall not be construed as creating a principal-agent relationship between the County and the Lessor, or the Lessor and the County, as the case may be. 24. Assignability The Lessee shall not assign, transfer, convey, sublet or otherwise dispose of this Agreement, or any of its right, title or interest therein, or its power to execute this Agreement, or assign all or any portion of the monies that may be due or become due to the Lessee under the terms of this Agreement, to any other person or corporation, without the prior consent in writing of the Lessor, and any attempt to do any of the foregoing without such consent shall be of no effect. 25. Publications Any book, article, report or other publication or printed matter related to the Services provided pursuant to this Agreement shall contain the following statement in clear and legible print: "This publication is fully or partially funded by the County of Suffolk." 26. No Intended Third Party Beneficiaries This Agreement is entered into solely for the benefit of Lessor and Lessee. No third party shall be deemed a beneficiary of this Agreement, and no third party shall have the right to make any claim or assert any right under this Agreement. Page 9 of 11 Law No. 26-AG - Agreement No. 525-CAP-CAP-1749.520-2026-7 27. Conflicts of Interest The Lessee shall not, during the Term, pursue a course of conduct which would cause a reasonable person to believe that he or she is likely to be engaged in acts that create a substantial conflict between its obligations under the Agreement and its private interests. The Lessee is charged with the duty to disclose to the Lessor the existence of any such adverse interests, whether existing or potential. This duty shall continue as long as the Term. The determination as to whether or when a conflict may potentially exist shall ultimately be made by the County Attorney after full disclosure is obtained. 28. Cooperation on Claims Each of the parties agrees to render diligently to the other, without compensation, any and all cooperation, that may be required to defend the other party, its employees and designated representatives against any claim, demand or action that may be brought against the other party, its employees or designated representatives in connection with this Agreement. 29. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York,without regard to conflict of laws. Venues shall be designated in Suffolk County, New York or the United States District Court for the Eastern District of New York. 30. Severability; No Implied Waiver (a) It is expressly agreed that if any term or provision of this Agreement, or the application thereof to any person or circumstance, shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; and every other term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law. (b) No waiver shall be inferred from any failure or forbearance of the Lessor to enforce any provision of this Agreement in any particular instance or instances, but the same shall otherwise remain in full force and effect notwithstanding any such failure or forbearance. 31. Entire Agreement It is expressly agreed that this instrument represents the entire agreement of the parties and that all previous understandings are merged in this Agreement. 32. No Oral Changes No modification of this Agreement shall be valid unless written in the form of an Addendum or Amendment signed by both parties. — End of Text— Page 10 of 11 Law No. 26-AG - Agreement No. 525-CAP-CAP-1'749 520-2026-7 Exhibit B Vehicle Specifications for Lease Renewal Agreement Between The County Of Suffolk and Town of Southold Manufacturer- FORD Type of Vehicle: 14 Passenger Bus Year and Make: 2012 Suburban Model No.: 2012 E450 Vehicle Identification Number: 1 FDFE4FS6CDB18851 Color White Page 11 of 11