HomeMy WebLinkAboutPassenger Bus for HRC Lease~ .4~ RESOLUTION 2012-719
ADOPTED DOC ID: 8141
TItIS IS TO CERTIFY TItAT TItE FOLLOWING RESOLUTION NO. 2012-719 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
SEPTEMBER 25, 2012:
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 Agin*, for acquisition ora 2012 Ford Passenger Bus,
Vehicle Identification No. 1FDFE4FS6CDB 18851, for a term of five years, subject to the
approval of the Town Attorney.
Elizabeth A. Neville
Southoid Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: William Ruland, Councilman
SECONDER: Albert Krupski Jr., Councilman
AYES: Ruland, Talbot, Doherty, Krupski Jr., Evans, Russell
Law No. ~ ~- R(~ -OI ~
Vehicle Lease Agreement
Agreement No. 525-CAP-CAP-1749,520-2012-10
ORIGINAL
Lease 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 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 to deliver meals to the elderly
residents of Suffolk County, and sufficient funding exists pursuant to Resolution No. 2134-2011.
Term of Agreement: Shall be from the Commencement Date (as defined in Exhibit A) in
2012 through December 31,2016, 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 irjl
In Witness Whereof, the parties hereto have executed this~
County
Town of South Id
By By:
Scoff A. Russell Re! i rra
Supervisor
Fed. Taxpayer ID# 11-6001939
Date: el !~ /l ,~
~<'~_~'.,~"/~ ./~_ ~//.herebyce~ifies Approved:
under penarties of pedu~ that I am an officer of
'~ O~ ~,~g,thatlhaveread By
and I am familiar with {A5-7 of A~icle V of the Suffolk
Coun~ Code, and that
~,~ ~ .~ [~ meets all Recommended:
requirements~quali~ for~emption thereunder. / /
Approved as to Form, Legality:
Dennis M. Cohen
County Attorney
By: ~,a~/e'~B~a~dish
Assistant County Attorney
Date
hibit A and B attached.
~ement as of the latest date written below.
~ffolk
Chief Deputy County Executive
Date: [~'c~ ~~( ~'~
Holly S~hodes-Teague ' '~ Date
Director, Office for the Aging ' ~''
0016507
Date
AG23 (02/00)
2
Agreement No. 525-CAP-CAP-1749.520-2012-10
Law No,
Vehicle Lease Agreement
TABLE OF CONTENTS
Exhibit A
1. Purpose of Agreement; Use of Vehicle
2. Term
3. Termination of Agreement
4. Extension of Agreement
5. Rent
6. End of Term; Rental Charges
7. Title and Registration
8. Condition and Maintenance
9. Alterations and Additions
10. Sole Responsibility of Lessee
11. Operational Information and Inspections
12. Compliance With Requirements
13. Lessee's Rights and Obligations
14. Risk of Loss; Insurance
16. Accident Notification
17. Notices
18. Damage To or Destruction of Vehicle
19. Application of Insurance Proceeds
20. Non-Discrimination in Services
21. Arrears or Default
22. No Gratuities
23. Independent Contractor
24. Assignability
25. Publications
26. No Intended Third Party Beneficiaries
27. Conflicts of Interest
28. Cooperation on Claims
29. Governing Law
30. Severability; No Implied Waiver
31. Entire Agreement
32. No Oral Changes
EXHIBIT B
Vehicle Specifications
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Law No. Agreement No. 525-CAP-CAP-1749.520-2012-10
,.-
Vehicle Lease Agreement
Exhibit A
t. 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 by the 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 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 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 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.
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Law No.
Vehicle Lease Agreement
4. Extension of Agreement
Upon written notification by Aging to the Lessee, the term of this Agreement may be
extended for one or more successive periods not in excess of five 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 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 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 6 below, until surrender of the Vehicle to the Lessor.
6. End of Term; Rental Charges
Upon the expiration of this Agreement, or within 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 $150 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.
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 for the 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.
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Law No.
Vehicle Lease Agreement
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 for the
purpose provided in paragraph 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 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.
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Vehicle Lease Agreement
Agreement No. 525-CAP-CAP-1749.520-2012-10
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 hess 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 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.
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Agreement No. 525-CAP-CAP-1749.520-2012-10
· Law No.
Vehicle Lease Agreement
(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
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.
(0 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 1 of the
Agreement and 2) to the Lessor care of Aging at the add ress on page 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.
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Law No.
Vehicle Lease Agreement
Agreement No. 525-CAP-CAP-1749.520-2012-10
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 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(s) 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:
Page 8 of 11
Law No.
Vehicle Lease Agreement
Agreement No. 525-CAP-CAP-1749.520-2012-10
iii.
the types of service(s) or other benefits to be provided, or
the class of individuals to whom, or the situations in which, such
service(s) or other benefits will be provided; or
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
Page 9 of 11
. , Law No. Agreement No. 525-CAP-CAP-1749.520-2012-10
Vehicle Lease Agreement
make any claim or assert any right under this Agreement.
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.
3'1. 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 --
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Law No.
Vehicle Lease Agreement
Agreement No. 525-CAP-CAP-1749.520-2012-10
Exhibit B
Vehicle Specifications for Agreement Between
The County Of Suffolk and
Town of Southold
Manufacturer:
Type of VehicLe:
Year and Make:
Model No.:
Vehicle Identification Number:
Fo~
14 Passenger Bus
2012 Suburban
2012 E450
1FDFE4FS6CDB18851
Color: White
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