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HomeMy WebLinkAboutC24-233 Shuttle Bus Leasing1863 Service Court, Riverside CA 92507 ● Ph: 800.BUS.SALE ● SBLBus.com LEASE AGREEMENT (To be assigned to the Eagle Valley Transportation Authority) This Lease Agreement made and entered into this _____ day of May 2024 by and between: Shuttle Bus Leasing, 1863 Service Court, Riverside, CA 92507, hereinafter called “Lessor,” and Eagle County Transit, 3289 Cooley Mesa Road, Gypsum, CO 81637, hereinafter called “Lessee.” WITNESSETH: Article I Whereas Lessor is in the business of leasing buses and desires to lease buses to Lessee for Lessee's exclusive use and control, subject only to the terms and conditions of this Lease Agreement as hereinafter set forth; and Whereas Lessee desires to lease buses from Lessor for its exclusive use and control, subject only to the terms and conditions of this Lease Agreement as hereinafter set forth Now therefore, in consideration of the mutual covenants, conditions, and premises as hereinafter set forth below, it is mutually agreed as follows: Article II Leased Equipment: Lessor hereby leases to the Lessee the following buses described individually below (each a “Leased Bus”): Make/Model SBL VIN 2010 Gillig G30D102N4 HEV S1167 15GGD3018A1177963 2010 Gillig G30D102N4 HEV S1168 15GGD301XA1177964 2010 Gillig G30D102N4 HEV S1169 15GGD3011A1177965 Hereinafter collectively referred to as “Leased Equipment.” Article III Delivery and Return: The Leased Equipment will be delivered at a mutually agreed upon date and time, no later than 75 days from execution of this Agreement by both parties and receipt of the security deposit described herein. The Leased Equipment will be delivered to 3289 Cooley Mesa Rd, Gypsum, CO 81637 below. Upon delivery, Lessee shall acknowledge receipt by completing, signing and returning to Lessor the Delivery Receipt form, the form of which shall be as set forth in Exhibit A, attached hereto and herein incorporated by reference. Such Delivery Receipt acknowledges that said Leased Equipment is satisfactory for Lessee's intended use. DocuSign Envelope ID: BA45F4DA-4319-499A-A3FC-FB45B2967039 1863 Service Court, Riverside CA 92507 ● Ph: 800.BUS.SALE ● SBLBus.com Lessee agrees to return all Leased Equipment in the same condition as received, normal wear and tear excepted. Lessee agrees all Leased Equipment deliveries and returns upon commencement and expiration of the Lease Agreement term (including early termination) shall be at the delivery location identified above, unless a different location is agreed to in writing by the parties. All Leased Equipment shall be picked up for return at Lessor’s expense at the Gypsum location identified above. Lessor shall acknowledge receipt of the returned Lease Equipment by signing and returning to Lessee the Delivery Receipt attached here as Exhibit A. Article IV Lease Terms and Commencement Date: The initial term of this Lease Agreement shall be for a minimum of twelve (12) months, commencing on the date that said Leased Equipment is delivered and accepted by Lessee (“Initial Term”). In the event that said Leased Equipment is not returned upon the agreed expiration date, this Lease Agreement shall renew on the same terms and conditions on a month-to-month basis (“Renewal Term”; and together with the Initial Term, the “Term”) until either party provides a thirty (30) day written notice of termination and said Leased Equipment is returned as per this Lease Agreement. Article V Lease Rate: Lessee agrees to pay to Lessor Five Thousand Dollars ($5,000.00) per each Leased Bus per month. The first month’s payment in the amount of Fifteen Thousand Dollars ($15,000.00) shall be due upon execution of this Lease Agreement. All remaining payments are due within thirty (30) days of invoice date. Lessee agrees to pay registration fees in the state where buses are to be operated. Lessee agrees to maintain current registration on the vehicles for the duration of this Lease Agreement. Lessee agrees to pay a security deposit in the amount equal to one month's lease payment for said Leased Equipment, for a total of Fifteen Thousand Dollars ($15,000.00) (“Security Deposit”). Security deposit shall be included in the first payment due under the Lease Agreement. Upon expiration of this Lease Agreement, the security deposit shall be refunded within thirty (30) days of Leased Equipment being returned to Lessor. Lessee elects to have Apollo Camera systems installed in the Leased Equipment prior to delivery, and the cost will be an additional $19,788.80 per bus payable in full upon execution of this Lease Agreement. The Apollo Camera system shall become the property of Lessee and Lessee has the right to remove the system at the end of the Term. Article VI Damage Repairs: Lessor shall inspect said Leased Equipment upon their return for physical damage, normal wear and tear excepted, and in its reasonable discretion shall determine DocuSign Envelope ID: BA45F4DA-4319-499A-A3FC-FB45B2967039 1863 Service Court, Riverside CA 92507 ● Ph: 800.BUS.SALE ● SBLBus.com whether cosmetic or mechanical repairs or adjustments are necessary due to the extent and nature of the physical damage, if any. If Lessor determines that such repairs are necessary, documentation of any such cosmetic or physical damage, or alleged necessary mechanical repairs shall be provided to Lessee immediately for verification and approval. Article VII Exclusive Use and Control: Lessee, during the Term and while said Leased Equipment is in Lessee's possession, shall have the absolute and exclusive control of said Leased Equipment in the same manner as though Lessee were the absolute owner. Lessee will employ and have absolute control and supervision over the driver(s) of said Leased Equipment and Lessor shall not in any manner interfere therewith. Lessor shall be responsible for all licenses on the Leased Equipment. Article VIII Insurance: a) Lessee shall furnish Lessor with proof of liability insurance, providing coverage of $1,000,000.00 single limit public liability and One Hundred Forty-Five Thousand Dollars ($145,000.00) property damage insurance per Leased Bus and as LOSS PAYEE on the stated value of One Hundred Forty-Five Thousand Dollars ($145,000.00) per Leased Bus. Lessee agrees that if a property claim is made, Lessee will collect property damage and forward monies to Lessor up to the stated value of One Hundred Forty-Five Thousand Dollars ($145,000.00) per Leased Bus. b) Lessee shall, without cost to Lessor, keep said Leased Equipment fully insured against loss by fire, theft or collision in an amount equal to the value of said Leased Equipment; that in event of total loss of any piece of said Leased Equipment covered hereunder; once the replacement cost is paid in full to Lessor by the insurance carrier; then, in that event there shall be no further obligation on the part of DocuSign Envelope ID: BA45F4DA-4319-499A-A3FC-FB45B2967039 1863 Service Court, Riverside CA 92507 ● Ph: 800.BUS.SALE ● SBLBus.com Lessee under this Lease Agreement as respects such piece of said Leased Equipment. The parties to this Lease Agreement stipulate and agree that the value of said Leased Equipment herein is set at One Hundred Forty-Five Thousand Dollars ($145,000.00) per Leased Bus. c) Lessor shall furnish Lessee with proof of liability insurance providing coverage of $1,000,000.00 single limit liability and One Hundred Forty-Five Thousand Dollars ($145,000.00) property damage insurance per Leased Bus in the event of negligence on behalf of Lessor and shall name Lessor as an additional insured under the policy. . Article IX Indemnity and Hold Harmless: a) Definitions. The following definitions shall apply when used in this Lease Agreement: A 'Claim' means any and all liability, claims, loss, damages, or expenses, including counsel fees and costs, arising by reason of the death or injury of any person, including any employee or agent of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee, caused-or-allegedly caused-by: (1) any cause whatsoever while the injured person or property is a passenger or operator of a Leased Bus or in any way injured by the operation of a Leased Bus or injured by any personal property owned by Lessee; (2) some condition of a Leased Bus not a result of Lessor failing to provide heavy maintenance; (3) some act or omission by Lessee or any person, on, or about a Leased Bus with the permission and consent of Lessee; or (4) any matter connected with Lessee’s operation and use of the Leased Equipment. With respect to this paragraph only, the term Lessee shall include employees or agents of Lessee except as to the obligation to indemnify. 'Expenses' means expenses (including attorneys' fees and any expenses incurred to establish a right to indemnification from Lessee), judgments, fines, penalties, settlements and other amounts actually and reasonably incurred by Lessor in connection with the investigation, defense, settlement or appeal of a Claim regardless of whether an actual court or administrative proceeding is instituted by the creditor. b) Effect of Insurance Coverage. The rights to indemnification provided in this Lease Agreement shall be limited to coverage under any insurance policy maintained by Lessee, which exists as of the date of this Lease Agreement or as of the date a Claim is made under this Lease Agreement. c) Waiver of Subrogation. Lessee hereby waives its rights of recovery against Lessor, its successors, assigns, directors, agents and representatives in connection with any loss or damage caused to Lessee's property or employees and covered by any insurance policies of the Lessee. d) Consequential Damages. Neither party shall, in any event, be liable for any special, exemplary, incidental, indirect or consequential damages to the other party. Article X (intentionally omitted) Article XI (a) Governing Law and Venue. It is the intention of the parties to this Lease Agreement that the laws of the State of Colorado (irrespective of its choice of law principles) shall govern the validity of this DocuSign Envelope ID: BA45F4DA-4319-499A-A3FC-FB45B2967039 1863 Service Court, Riverside CA 92507 ● Ph: 800.BUS.SALE ● SBLBus.com Lease Agreement, the construction of its terms and the interpretation and enforcement of the rights and duties of the parties under this Lease Agreement. Any action brought in state or federal court shall be proper in the County of Eagle, State of Colorado. (b) Entire Agreement. This Lease Agreement constitutes the entire understanding and agreement of the parties to this Lease Agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, inducements or conditions, express or implied, written or oral, between the parties with respect to this Lease Agreement. (c) Notices. Whenever any party to this Lease Agreement desires or is required to give any notice, demand or request with respect to this Lease Agreement, each such communication shall be in writing and shall be effective only if it is delivered by personal service or mailed, United States certified mail, return receipt requested, postage prepaid, addressed to: If to Lessor: Shuttle Bus Leasing 1863 Service Court Riverside CA 92507 Attn: Patrick Scully If to Lessee (before assignment to EVTA): Eagle County ECO Transit P.O. Box 850 Eagle, Colorado 81631 Attn: Eagle County Manager If to Lessee (following assignment to EVTA): Eagle Valley Transportation Authority P.O. Box 1070 Gypsum, Colorado 81637 Attn: Tanya Allen Executive Director Communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective three (3) business days after being deposited in the United States mail. Any party may change its address for communications by giving notice to the other party in conformity with this section. (d) Driver Training. Lessee assures Lessor that its drivers are properly trained on said Leased Equipment operation and the correct use of any special equipment on said Leased Equipment. (e) Subleasing. Said Leased Equipment under this Lease Agreement cannot be leased to a sub- lessee without written authorization from Lessor. (f) Assignment; Subcontracting: The parties acknowledge and agree that Lessee will be transferring its transit operations to a separate legal entity, Eagle Valley Transit Authority (“EVTA”), and that Lessee has the right to assign this Lease Agreement to EVTA in connection with that transition, at which point EVTA will thereafter assume and perform all obligations of the Lessee as described herein. Following such assignment, the County shall not be responsible for any obligations under this DocuSign Envelope ID: BA45F4DA-4319-499A-A3FC-FB45B2967039 1863 Service Court, Riverside CA 92507 ● Ph: 800.BUS.SALE ● SBLBus.com Agreement, except for compensation for payments invoiced by Lessor prior to assignment of this Agreement to EVTA. (g) Authority. Each Party represents that it has full authority to enter into this Lease Agreement, grant the rights and benefits herein described, and satisfy the obligations hereunder, without violating the rights of any third parties. (h) Counterparts. This Lease Agreement may be executed in any number of counterparts, each of which shall constitute an original. Facsimile copies shall be deemed originals. (i) Annual Appropriation. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes (as applicable), the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). Lessee: Eagle County Transit Lessor: Shuttle Bus Leasing By: By: Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: BA45F4DA-4319-499A-A3FC-FB45B2967039 Chief Commercial Officer Patrick Scully 5/16/2024 County Manager 5/16/2024 Jeff Shroll 1863 Service Court ● Riverside, CA 92507 ● (951) 684-9585 ● FAX (951) 684-2088 CUSTOMER BUS # CCW # DATE BUS RECEIVED IN GOOD CONDITION BY: SIGNATURE PRINT NAME COMPANY COMMENTS VIN #MILEAGE DocuSign Envelope ID: BA45F4DA-4319-499A-A3FC-FB45B2967039 1863 Service Court ● Riverside, CA 92507 ● (951) 684-9585 ● FAX (951) 684-2088 LLEEAASSEEDD EEQQUUIIPPMMEENNTT RREECCEEIIPPTT LESSEE and/or its agent have inspected this vehicle and acknowledge it to be in good and safe operating condition. LESSEE agrees to be responsible for checking radiator water level, crankcase oil level, and tire inflation prior to each trip; adding oil, water or air if required. Any equipment repairs or tire maintenance needed is to be repaired by LESSEE and reported to SHUTTLE BUS LEASING by telephone (951) 682-2557. NOTE: Identify any equipment damage with a circled number (1), (2), (3), and so on in the picture diagram shown below and explain in the space provided. (1) ___________________________________________________ (2) ___________________________________________________ (3) ___________________________________________________ (4) ___________________________________________________ (5) ___________________________________________________ (6) ___________________________________________________ (7) ___________________________________________________ (8) ___________________________________________________ Beginning hub odometer:Date Ending hub odometer:Date ACCEPTED BY: PRINT SIGNATURE DATE DocuSign Envelope ID: BA45F4DA-4319-499A-A3FC-FB45B2967039 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 2/27/2024 (480) 730-4920 (480) 730-4929 13056 15563 A 5,000,000 LGB0017822 1/1/2024 1/1/2025 100,000 5,000 5,000,000 5,000,000 5,000,000 L 5,000,000A LFB0020872 1/1/2024 1/1/2025 UM/UIM AZ 300,000 B CSWC02151001 1/1/2024 1/1/2025 1,000,000 1,000,000 1,000,000 RE: 2002 New Flyer D-40LF #5FYD2LV072U024426, 5FYD2LV022u024379, 5FYD2LV092U024380, 5FYD2LV062U024420. Value $95,000 each. Comp/coll ded $5,000. Shuttle Bus Leasing As Loss Payee 1863 Service Court Riverside, CA 92507 DRIVPRO-02 DSOTOMAYOR The Mahoney Group - Mesa 1835 South Extension Road Mesa, AZ 85210 RLI Insurance Company Clear Spring Property and Casualty Company X X X X X X X DocuSign Envelope ID: BA45F4DA-4319-499A-A3FC-FB45B2967039