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HomeMy WebLinkAbout1994 02 07 - Equipment Lease AgreementEQUIPMENT LEASE AGREEMENT THIS AGREEMENT made as of this 7th day of FEBRUARY 19 94 between BOWER AMMONIA & CHEMICAL, Div. of Tanner InduGtrieg, Inc. ("Lessor") and CITY OF SEBASTIAN ("Lessee"). The equipment and accessories (the "Equipment") leased pursuant to the Agreement are the following: ONE 1,000 WATER GALLON STORAGE TANK FOR ANHYDROUS AMMONIA The term of this lease, unless sooner terminated as provided below, shall be for a period of 11 months commencing on FF.BRA gy _ 1994 . Thereafter, this lease shall continue from year to year unless terminated by either party on 30 days prior written notice. Except as set forth below, rent for the Equipment shall be $ 500.00 per year payable UPON RECEIPT OF INVOICE . (5 year lease) The Equipment will be installed at Lessee's premises at WATER TREATMENT PLANT, SEBASTIAN, FL. Lessee owns/leases those premises. The Equipment will only be used to store Lessor's ANHYDROUS AMMONIA unless Lessor first con- sents in writing to the contrary. Lessor will arrange to have the Equipment shipped to Lessee with transportation charges from location of manufacture or storage to Lessee's plant prepaid by Lessee. Lessee will be responsible for the installation of the Equipment, including the installation of appropriate foundations, fences and other site preparations, and Lessee will maintain all installation materials in good condition. Lessee will install, maintain and use the Equipment in compliance with all applicable laws and regulations, including those governing the discharge of materials into the environment. Lessee is responsible for controlling external corrosion and the general maintenance of the Equipment covered by this Agree- ment which includes repainting of the Equipment where appropriate. Lessor will replace gauges, valves, fittings and vaporizers and heaters, if any, supplied with the Equip- ment only if the need for replacement is due to normal wear and tear, and not as a result of Lessee's negligence or failure to properly maintain the Equipment in which case replacement shall be Lessee's responsibility. Lessee will be responsible for any license and/or inspection fees or taxes arising out of its possession or use of the Equipment; and for all risk of loss to the Equipment during the period of Lessee's possession of the equipment, including the period of installation, removal, and transportation back to Lessor's terminal/warehouse facilities following removal. It is the responsibility of Lessee to comply with all relevant reporting obligations under the Emergency Planning and Community Right -to -Know Act of 1986, 42 U.S.C. 11001 -11049 (EPCRA, also commonly known as Title III of the Superfund Amendments and Reauthorization Act of 1986 (SARA Title III)) and State counter- parts resulting from the presence of the chemicals supplied in connection with this Agreement. Further, it is a responsibility of Lessee to warn and protect its employees and others exposed to the hazards posed by Lessee's storage and use of those chemicals. Lessor reserves the right to have the Equipment removed at any time after Lessee has breached this Agreement or the Agreement is otherwise terminated. If the Equipment is removed for any reason, Lessee will bear the reasonable cost of removal and transportation to Lessor's nearest terminal/warehouse facility (or to such other facility as is designated by Lessor), and of any necessary repairs. Title to the Equipment shall at all times remain in Lessor and the Equipment shall remain personal property irrespective of the manner of installation and if the Equipment is installed on leased premises Lessee agrees to obtain at Lessor's request a "Landlord's Waiver" with respect to the Equipment in form satisfactory to Lessor. Lessee will not create, or permit the creation or perfection of any charge, lien or encumbrance on the Equipment. Lessor shall have access at all times to the Equipment for the purpose of inspecting and maintaining it. Lessee agrees (a) to make neither permanent additions nor alterations to Equipment without Lessor's written consent; (b) not to deliver possession of the Equipment or any part thereof to any party other than Lessor; (c) to keep legible and visible all trademarks, marks of ownership, and warnings on the Equipment; (d) not to assign this Agreement or any interest therein or right thereunder without Lessor's prior written consent; (e) to execute such security instruments as Lessor may reasonably require including, but not limited to, proper financing statements; and (f) to reimburse Lessor for the full replacement cost of the Equipment in the event of its loss or loss of its manufacturer's data plate, said replacement cost to be that in effect at the time Lessor is notified of such loss, or in the absence of notification, at the time of termination of this lease. Lessee shall use the Equipment to store Lessor's product of the kind and quality described above and will not use the equipment for any other purpose without Lessor's written consent. Lessee may purchase the Equipment upon terms which are mutually agreeable to Lessor and Lessee. If Lessee shall fail to perform its obligations under this Agreement for 10 days subsequent to receipt of written notice of such failure, Lessor shall have the right to terminate the lease created herein and shall have the right, with or without notice or legal process, to enter Lessee's premises and remove the Equip- ment. Upon such failure by Lessee, Lessee shall pay Lessor all costs and expenses, including attorney's fees, in connection with such repossession and Lessee shall reimburse Lessor for any and all losses it shall incur as a result of Lessee's failure to perform its obligations hereunder. Lessor shall have no liability as a result of removal of the Equipment from the Premises and such removal shall not prejudice any other rights or remedies Lessor may have. Lessor shall have no obligation to restore the Premises to their former condition subsequent to removal. Lessee .agrees to hold harmless and indemnify Lessor, its agents and employees from any and all claims and demands, liabilities, losses, costs or expenses (including attorney's fees), whether for personal injuries (including death) or property damage (including damage to the Equipment), or both arising out of or in any way connected with the Equipment or the possession, erection, use, operation, maintenance, repair, loading, unloading, handling, removal or other disposition of any of the Equipment, or from any negligent act, omis- sion or failure of Lessee to comply with any of its convenants herein. Nothing herein however, shall be con- strued as applying to any loss or liability arising out of or resulting from the sole negligence of the Lessor. Lessee agrees to carry the following insurance coverage during the period of the lease; A. Statutory Workman's Compensation and Employers Liability Insurance with respect to the indemnification agreements contained in this contract with limits of not less than $500,000. for each accident. B. Comprehensive General Liability Insurance, including Bodily Injury and property Damage, with limits of liability of not less than $1,000,000. each occurrence. Such insurance shall include contractual liability insuring the indemnity agreements contained in this contract and name Lessor and its agents, officers and employees as Additional Insureds. Lessee further agrees to provide Lessor with insurance certificates evidencing such coverage from insurance company or companies authorized to do business in the state where Lessor has located the Equipment. Lessor will be given 30 days written notice of cancellation or reduction of any insurance coverage. Lessor is not the manufacturer of and does not guarantee the Equipment in any way. THERE IS NO WARRANTY THAT THE EQUIPMENT SUPPLIED HEREUNDER SHALL BE FIT FOR ANY PARTICULAR PURPOSE NOR IS THERE ANY WARRANTY OF MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED HEREIN. Lessee shall inspect the Equip- ment when received and failure to notify Lessor of Lessee's non-acceptance within 10 days after receipt shall constitute Lessee's acceptance of the Equipment as satisfactory. Lessor may notify Lessee in writing of any change in the monthly rental rate. If Lessee fails to notify Lessor of Lessee's objection to such new rental rate within 30 days after such notice of change, the new rate shall become effective 30 days after the date of Lessor's notification. Termination of this Agreement for any reason shall not relieve the parties of any obligation that may remain unfulfilled at the time of such termination. No waiver or delay in enforcing any of its rights hereunder by either party shall constitute a release of any of the obligations of the other party hereunder in respect of any other matter or action relating thereto. This Agreement comprises the entire agreement between Lessor and Lessee and no terms or condi- tions, other than those stated herein, and no agreement or understanding, oral or written, in any way pur- porting to modify these terms and conditions, shall be binding on either party unless hereafter made in writing and specifically stating that it is intended to modify these terms and conditions and signed by both parties. All proposals, negotiations, and representations, if any, made prior and with reference hereto are merged herein. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania. If any part of this Agreement is held invalid or unenforceable for any reason, such part shall be deemed waived and the balance of the Agreement shall continue in full force and effect. IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first written above: Lessor: Lessee: 2-ai BOWER AMMONIA & CHEM , Div. of Tanner Indus ies, Inc. CITY OF SEBASTIAN, FL FEBRUARY 7, 1994 DATE: