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HomeMy WebLinkAboutC & S Car Company Hyundai Mazda Subaru-9/12/2011 (2)AUTOMOBILE LEASE AGREEMENT This Agreement is made and entered into this ) id day of September, 2011, by and between C & S Car Company Hyundai Mazda Subaru, with its principal place of business at 812 Washington Street, Waterloo, Iowa (the Lessor) and the City of Waterloo, Iowa, a municipal corporation duly organized under the laws of the State of Iowa, (the Lessee), whose address for purposes of this Lease Agreement is 715 Mulberry Street, Waterloo, Iowa, 50703. RECITALS WHEREAS, C & S Car Company Hyundai Mazda Subaru is in the business of selling motor vehicles; and WHEREAS, C & S Car Company Hyundai Mazda Subaru is desirous of leasing to the City's Police Department, a white 2011 Hyundai Santa Fe GLS; VIN 5XYZGDAB9BG083385 and WHEREAS, City is in need of a van for the purposes of its Life Skills Program. NOW, THEREFORE, in consideration of the mutual covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: TERMS 1. LEASE. The Lessor leases to the Lessee the motor vehicle described above from September 12th, 2011, to March 12th, 2012, unless the Lessor shall extend this Lease Agreement. 2. VEHICLE USE. (a) The Lessee shall not use or permit any leased vehicle to be used for any illegal purpose or for the transportation of any material deemed extra hazardous by reason of being explosive or flammable. The Lessee shall reimburse the Lessor for all damages sustained by the Lessor as a result of such use. The Lessee shall also reimburse the Lessor for any vehicle confiscated by any governmental agency, or other expense incurred as a result thereof, whenever such confiscation or expense is caused by the illegal use of such vehicle by the Lessee. (b) Without the permission of the Lessor, the Lessee shall not leave the State of Iowa with the leased vehicle. (c) The Lessee shall not overload the leased vehicle beyond its specified carrying capacity nor operate the vehicle on flat or insufficiently inflated tires. -1- (d) The Lessor shall not be responsible for loss or damage to any goods or other property placed or carried in any leased vehicle arising from any cause whatsoever. (e) The Lessee shall not accrue more than 4,000 miles on the vehicle in any six (6) month period. 3. OPERATION. (a) The leased vehicle shall be operated by a safe, competent, and duly licensed driver selected, employed, and under the supervision of, and paid by the Lessee. Upon the Lessor's complaint specifying any reckless, careless, or abusive handling of any vehicle by a driver, the Lessee shall investigate the complaint, and if warranted, remove the driver and replace him or her with a competent substitute. (b) The Lessee and its drivers shall be solely responsible for individual fines and penalties for parking or traffic violations. If the Lessor is required to pay any fine or summons, it may bill the Lessee for them. 4. MAINTENANCE OF THE VEHICLE. The Lessee will bear all expense of maintaining the leased vehicle in good and operating condition. If the necessary repairs exceed the amount of $100.00 in any one given month, the Lessee will first consult the Lessor whose written instructions with regard to repair will be followed. 5. LIABILITY. The Lessee shall be liable for all damages caused by collision, upset, or overturn of the leased vehicle and all damaged caused by each instance of a hazard covered under standard comprehensive fire and theft coverage. 6. INSURANCE. (a) The Lessee, at its own expense shall insure the leased vehicle against all loss and carry liability insurance in limits of not Tess that $1,000,000 for any one person injured or killed, not less than $1,000,000 for more than one person in any one accident and not less than $100,000 for damage to property of others in any one accident. (b) The Lessee shall comply with all the terms and conditions of the insurance policies covering the leased vehicle and give the Lessor and the appropriate insurance carrier, within 24 hours of any accident involving a leased vehicle, a written report of such accident. The Lessee shall cooperate with the insurance carrier and the Lessor in the prosecution and defense of any and all claims arising out of the use of the leased vehicle. (c) The parties agree that the comprehensive coverage of the policy as to collision and other damages may be provided by the Lessee through its own self- insured program. -2- 7. THE LESSEE'S DUTIES. At its own expense, the Lessee shall: (a) Notify the Lessor immediately as to any damage caused to the leased vehicle; (b) Periodically wash the leased vehicle, and keep it clean, both inside and out; (c) Supply the necessary gasoline, oil, with Hyundai oil filter and lubricants for its operation; (d) Check the leased vehicle for antifreeze and oil and add, if necessary; the Lessee will be solely responsible for damages caused by lack of oil, lubricants, or antifreeze; (e) Check the tires of the vehicle for proper inflation; the Lessee will be solely responsible for tire damage due to improper inflation; (f) Carry sufficient Workers' Compensation or other work-related injury/disability insurance coverage for the Lessee's drivers and other employees operating the leased vehicle. 8. LICENSE AND REGISTRATION. The leased vehicle shall bear a license plate, and title to it shall be registered in the name of the Lessor. All expenses incurred in licensing and registering the leased vehicle shall be borne by the Lessee. Lessor shall license the vehicle in its name, and Lessee shall furnish a copy of the title, lease agreement, application for registration, and state plates to the Iowa Department of Transportation. 9. OWNERSHIP. This is a lease contract only and the Lessee acquires no ownership, title, property rights, or interest in or to the leased vehicle, except that which is consistent with the provisions of this Lease Agreement. 10. RETURN. Upon the termination of this lease, the leased vehicle, at the expense of the Lessee shall be returned to the Lessor's place of business in good condition, reasonable wear and tear excepted. Lessee will be responsible for removal of any logos added to the vehicle. 11. INSPECTION. The Lessee shall permit the Lessor and/or its agents at all times to inspect and examine the leased vehicles and permit the Lessor at any time to replace any such vehicle with one of like make and body. 12. EXTENSION OF THE LEASE TERM. On March 12th, 2012, the Lessor may opt to extend the lease by an express written amendment to this Lease Agreement. If the Lessor does not exercise the option, the lease will terminate and the City shall return to the Lessor the vehicle excluding ordinary wear and tear for the -3- purpose which it is used. The Lessor agrees that the City may affix the SRO (School Resource Officer) logo by paint or otherwise and any other body and paint modifications approved by the Lessor at the time of the initiation of this lease agreement. 13. Without the prior permission of the Lessor, the Lessee shall not be permitted to assign or sublet the vehicle. 14. WAIVER. The failure of either party in any one or more instance to insist upon the performance of any of the terms, covenants, or conditions of this lease, or to exercise any right or privilege in this lease conferred, or the waiver of any breach of any of the terms, covenants, or conditions of this lease, shall not be construed as thereafter waiving any such terms, covenants, conditions, rights, or privileges, all of which shall continue and remain in full force and effect, as if no such forbearance or waiver had occurred. 15. INDEMNITY. The Lessor does not assume any liability for any acts or omissions of the Lessee or the Lessee's drivers, agents, or employees. The Lessee hereby releases the Lessor and agrees to indemnify the Lessor and hold it harmless from any and all claims against the Lessor of any kind or nature whatsoever, arising out of or resulting from the use and/or operation of the leased vehicle by the Lessee, including any expenses and attorney's fees which the Lessor may incur in defending any such claims, except such claims or portions thereof as are covered by applicable insurance as otherwise herein provided. 16. BINDING EFFECT. This lease shall be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives, and assigns. The Lessee may not assign, pledge, or otherwise encumber this lease or any interest therein or sublet the leased vehicle without the Lessor's written consent, nor shall the Lessee encumber or otherwise cause any lien to be placed against the leased vehicles, or abandon or conceal the leased vehicles. 17. ENTIRE AGREEMENT. This lease together with Schedule A represents the entire agreement between the parties. All prior negotiations have been merged into this lease and there are no understandings, representations, or agreements, oral or written, express or implied, other than those set forth herein. This lease shall not be modified or amended except by an agreement in writing signed by the parties. 18. NOTICES. All notices required to be given under the terms of this lease shall be in writing and shall be sent by United States registered mail or certified mail addressed to the party to be notified at its address as above stated. For the Lessee, Chief of Police or Captain Pillack, Waterloo Police Department, 715 Mulberry Street, Waterloo, Iowa, 50703, telephone number (319) 291-4339. For the Lessor, George Cooley or his designee, C & S Car Company Hyundai Mazda Subaru, 812 Washington Street, Waterloo, Iowa, 50702, telephone number (319) 291-7321. -4- 19. GOVERNING LAW. This lease shall in all respects be governed by and construed in accordance with the laws of the State of Iowa. 20. HEADINGS. Headings in this lease are for convenience only and shall not be used to interpret or construe its provisions. 21. COUNTERPARTS. This lease may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused these presents to be executed the day and year first written above. DATED this , City Clerk STATE OF IOWA ) ss: BLACK HAWK COUNTY ) day of September, 2011. CITY OF WATERLOO, IOWA The Lessee By: Ernest G. CIa , Mayor On this / day of September, 2011, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Ernest G. Clark and Suzy Schares, to me personally known, and who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Waterloo, Iowa; and that the seal affixed to the foregoing instrument is the corporate sale of the corporation, and that the instrument was signed and sealed on behalf of the corporation by authority of its City Council as contained in the Resolution adopted by the City C ncil, under Council Action No. u ?(.1 of the City Council on the day of September, 2011, and that Ernest G. Clark and Suzy Schares acknowledged the execution of the instrument to be their • untary -ct and dee • a • th voluntary act and deed of the corporation, by it volu arily exec ted. blic in and for t St : Iowa 5/4f- -5- STATE OF IOWA ) ss: BLACK HAWK COUNTY ) C & S CAR COMPANY HYUNDAI MAZDA UBARU or On this -Q day of September, 2011, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared and , to me personally known, and who, being by me duly sworn, did say that they are the C c e and , respectively, of said corporami executing the within and foregoing instrument, that (no seal has been procured by the said) (the seal affixed thereto is the seal of said) corporation; that said instrument was signed (and sealed) on behalf of said corporation by authority of its Board of Directors; and that the said and as such officers acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. Notary Public in and or the State of Iowa -6- SCHEDULE A 2011 Hyundai Santa Fe GLS, VIN # 5XYZGDAB9BG083385 -7-