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HomeMy WebLinkAboutExhibitMOTORCYCLE LEASE AGREEMENT This Motorcycle Lease Agreement (the "Lease" or "Agreement") is entered into this day of ,2010 (the "Effective Date') by and between Peterson's Harley-Davidson of Miami, L.L.C. ("Dealer" or "Lessor"), a Florida corporation, located at and the City of Miami (the "Lessee" or "City"), a municipal Corporation of the State of Florida, whose address is 444 S.W. 2nd Ave, Miami, Florida 33131 for the lease of new current model production year, certified traffic law enforcement motorcycles for use by the City's authorized employees in the performance of police -related or law-enforcement duties, all as more specifically set forth herein. RECITALS: A. The City needs to lease twenty-five (25) new current model production year, certified traffic law enforcement motorcycles (hereinafter referred to as "the Motorcycles"), with the option to add additional units as necessary under the same prices, terms and conditions set forth in this Agreement, to be utilized by the City of Miami Police Department. B. The City has issued an Invitation for Bids No. 150157 ("IFB") for the leasing of the Motorcycles and Lessor's Bid ("Bid"), in response thereto, has been selected as the lowest responsive bidder to the City. The IFB and the Bid are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference incorporated into and made part of this Agreement. C. The Commission of the City of Miami, by Resolution No. , adopted on 2010, authorized the City Manager to execute this Lease. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Lessor and the City agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Lease. 2. TERM AND OPTION TO EXTEND: The initial teen of this Lease shall be twenty-four (24) months, commencing on the date of delivery of the Motorcycles, as set forth in Section 3. The City shall have the option to extend the initial term for a period of two -years (24 months) under the same tenns and conditions set forth herein, subject to availability and appropriation of funds, by written notice given by the City Manager or his/her designee at least one hundred twenty (120) calendar days prior to the expiration of the initial teen. Additionally, the City Manager or his/her designee, may extend this Lease for up to one hundred twenty (120) calendar days beyond the expiration of the Term if needed, in its sole discretion, while a new contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City Manager or his/her designee shall notify the Lessor, in writing, or its intent to extend the Lease at the same price, terms and conditions for a specific number of days. Additional extensions beyond the first one hundred twenty (120) day extension period may occur, if mutually agreed to by the City and the Lessor. At the end of each year during the Tenn, the Lessor will replace the Motorcycles with the newest models available. 3. SPECIFICATIONS AND DELIVERY: Not later than 120 days after the Effective Date, Lessor agrees to deliver to the City twenty-five (25) Motorcycles wluch meet the specifications set forth in Attachment "A", which by this reference is incorporated into and made part of this Agreement. The City has the right to increase the number of Motorcycles to be leased 2 under this Lease under the same prices, terms, and conditions stipulated in the Bid, by giving written notice thereof, signed by the City Manager or his/her 'designee. In such event, Lessor shall have a period not to exceed ninety (90) days from the City's request in which to deliver the additional Motorcycles. 4. LEASE PAYMENTS: A. Lessee shall make monthly lease payments to Lessor in the amount of Four Hundred Seventy -Five Dollars and no cents ($475) for each Motorcycle; but not to exceed total sum paid annually does not exceed One Hundred Thirty -Six Thousand Eight Hundred Dollars and no cents ($136,800). B. Lessee agrees to make monthly payments within thirty (30) days after receipt of Lessor's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. Initial payment will be made by the City after the Motorcycles have been received, inspected, and found to comply with award specifications, free of damage or defect, and properly invoiced. However, initial payment and all other subsequent monthly payments thereafter, if not made within the time stipulated herein, will be subject to the provisions of Florida Statute 218.74 and other applicable law. No advanced payments of any kind will be made by the City, 5. MISCELLANEOUS FEES: Lessee agrees to pay for all official fees in connection with the certificate of title, registration and license fees and any applicable taxes, for each of the leased Motorcycles. Lessor hereby waives all charges with respect to freight and dealer prep of the motorcycles. 6. MAINTENANCE, WARRANTY AND REPAIRS: Lessor shall provide, and hereby reaffirms, all warranties, maintenance and repair services described in the Solicitation Documents 3 at no cost to the Lessee. The Lessor agrees to allow Lessee to perform all service and non -warranty repairs at the Lessee's maintenance facility utilizing City personnel; Lessee's use or repair of the Motorcycle must not invalidate any warranty. The Lessee reserves the right to require Lessor to provide maintenance for the Motorcycles at the rates set forth in the Bid and subject to City Commission approval. Lessee reserves the right to return the Motorcycle to any Peterson's Harley-Davidson dealer for warranty repairs. The Lessor shall be responsible for the pickup and delivery of all Motorcycles requiring repair, maintenance or warranty work. Motorcycles shall be transported using a trailer, flatbed or other vehicle designed specifically to transport motorcycles. The Lessor shall pick up Motorcycles requiring repair, maintenance or warranty work within twenty-four (24) hours of notification and agrees to deliver them to the City within twenty-four (24) hours after completion of said repairs. 7. BUYBACK OPTION: Lessor agrees to allow Lessee to purchase any or all Motorcycles at the end of the initial (first 24 month of lease) or extended term (second 24 month of lease), if the option is renewed by the City, whichever is in the best interest of the City, for Ten Thousand Dollars and no cents ($10,000) per Motorcycle, at the sole discretion of Lessee, subject to City Commission approval, if required. S. OWNERSHIP OF DOCUMENTS: Lessor understands and agrees that any inforination, document, report of any other material whatsoever which is given by the City to Lessor or which is otherwise obtained or prepared by Lessor pursuant to or under the terns of this Agreement is and shall at all times remain the property of the City. Lessor agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. 9 AUDIT AND INSPECTION RIGHTS: EI A. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Lessor under this Agreement, audit, or cause to be audited, those books and records of Lessor which are related to Lessor's performance under this Agreement. Lessor agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. B. The City may, at reasonable times during the term hereof, inspect Lessor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the services required to be provided by Lessor under this Agreement confonn to the teens hereof, if applicable. Lessor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-101 of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. 10. AWARD OF AGREEMENT: Lessor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in comlection with, the award of this Agreement. 11. PUBLIC RECORDS: Lessor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law, Lessor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 5 12. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Lessor understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Lessor agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time: 13. E�TDEAIINIFICATIONS: Lessor shall indemnit7, defend and hold harmless the City and its officials, employees and agents (Collectively referred to as "Indemnitees") and each of them from and ,against all loss, costs, penalties, fines, damages, claims, expenses (including attorneys fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or 1 oss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole in part, by any act, omission, default or negligence (whether active or passive) of Lessor or its employees, agents or subcontractors (collectively referred to as "Lessor"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the failure of the Lessor to comply with any of the paragraphs herein or the failure of the Lessor to conform to statutes, ordinances, or other regulations or requirements `of any govermnental authority, federal, state or local, in connection with the ,performance of `this Agreement. Lessor expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Lessor, or any of its subcontractors, as provided above, for which the Lessor's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. C, The City agrees to indemnify and hold Lessor harmless from the losses, liability, damages, injuries, claims, demands and expenses, including attorney's fees, arising out of the use of the Motorcycles while in the care, custody or control of the City, provided that the said losses, liability, damages, injuries, claims, demands and expenses are not the result of actions or omissions on the part of the Lessor. Lessee's indemnification hereunder is subject to the limitations in §768.28, Florida Statutes. Lessee does not waive its right to sovereign immunity under §768.28 of the Florida Statutes. 14. DEFAULT: If Lessor fails to comply with any term or condition of this Lease, or fails to perform any of its obligations hereunder, then Lessor shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by, law, may immediately, upon written notice to Lessor, terminate this Lease whereupon all payments, advances, or other compensation paid by the City to Lessor while Lessor' was in default shall be immediately returned to the City. Lessor understands and agrees that termination of this Lease under this section shall not release Lessor from any obligation accruing prior to the effective date of termination. Should Lessor be unable or unwilling to commence to perform its obligations hereunder within the time provided or contemplated herein, then, in addition to the foregoing, Lessor shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Lease, as well as all costs and expenses incurred by the City in the re - procurement of this Lease, including consequential and incidental damages. 15. CITY'S TER31INATION RIGHTS: The City reserves the right to terminate this Lease by written notice to the Lessor, effective the date specified in the notice, upon the occurrence of any of the following: A. The Lessor is determined by the City to be in beach of any of the terms and 7 conditions of the Lease. B. The City has determined that such termination is in the best interest of the City. C. Funds are not available to cover the cost of the goods, services, or equipment. The City's obligation hereunder is contingent upon the availability of appropriate funds. 16. INSURANCE: Lessor shall, at all, times during the teem hereof, maintain such insurance coverage as maybe required by the City and as described in Section 2.37 of the IFB asset forth in, Attachment `B". All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be finished to the City on Certificates of Insurance indicating such insurance to be in force and effect. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, however, that Lessor shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Lessor of additional liability insurance coverage or coverage which is `different in kind, the City reserves the right to require the provision by Lessor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Lessor' fail or. refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. 17. SOLICITATION DOCUMENTS: Except as otherwise specifically provided herein, Lessor shall comply with all the provision of the Solicitation Documents that are intended by their terms to apply to the contractual relationship hereby created. All such provisions shall apply to N. this Lease as if restated herein. 18. NONDISCRIMINATION: Lessor represents and warrants to the City that Lessor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Lessor's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Lessor further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 19. ASSIGNMENT: This Agreement shall not be assigned by Lessor, in whole or in part, without the prior written consent of the City's, which may be withheld or conditioned, in the City's sole discretion. 20. NOTICES: All notices or other cominunications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO LESSOR: PETERSON'S HARLEY DAVIDSON OF MIAMI, L.L.C. 0 TO THE CITY: CARLOS A. MIGOYA, CITY MANAGER CITY OF MIAMI 444 S.W. 2ND Avenue, 10t" floor MIAMI, FLORIDA 33130 21. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. E. This Agreement constitutes the sole and entire agreement between, the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 22. SUCCESORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 23. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and the Agreement is subject to amendment or tennination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 10 24. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 25. USE AND SUBLEASING: Lessee agrees that the Motorcycles (a) will be operated only by authorized licensed drivers employed by, Lessee as law-enforcement officer; (b) will be kept free of all fines, liens and encumbrances; (c) will not be used illegally, improperly, for hire, or contrary to the manufacturer's recommendations. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: "City" CITY OF MIAMI, a municipal corporation By: PRISCILLA A. THOMPSON CARLOS A. MIGOYA City Clerk City Manager "Lessor" ATTEST: Peterson's Harley-Davidson of Miami, L.L.C., a Florida corporation Print Name: Title: Corporate Secretary By: Print Name: Title: 11 APPROVED AS TO FORM AND CORRECTNESS: APPROVED AS TO INSURANCE REQUIREMENTS: JULIE O.BRU, City Attorney Division of Risk Management 12