HomeMy WebLinkAboutIII (C) Approval and Authorization for Mayor and City Clerk to Execute the Lease Agreement with Diamond Engineered Space, Inc. for 60'x48' Modular Unit as modified by City Attorney AGENDA 4-6-93
Item III C
"CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMbIISSIONER
Ocoee S.SCOTT VANDERGRIFT
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° �" ,'�° CITY OF OCOEE RUS�JOHNNSSON
w ik 4 150 N.LAKESHORE DRIVE PAUL W.FOSTER
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OCOEE,FLORIDA 34761 VERN COMBS
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(407)656-2322 SAM WOODSON
r� AfGO00 QTY MANAGER
ELLIS SHAPIRO
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MEMORANDUM
TO: The Honorable Mayor and Board of City Commissioners
FROM: Montye Beamer, Director of Administrative Services92")2r----4
DATE : March 31, 1993
SUBJECT: LEASE FOR 60' X 48' MODULAR UNIT
At the March 16, 1993 , Commission meeting, the Commission approved
various aspects of the temporary relocation of the City Hall
functions . In order to have the 60' x 48' modular unit on site in
June the lease must be negotiated in April . The costs have not
changed from those previously shown; the only requirement is
signature on the lease .
The City Attorney has reviewed and offered the necessary changes .
The company has indicated its willingness to accept modifications .
Action Requested
The Mayor and Board of City Commissioners approve the lease as
modified by the City Attorney and authorize the Mayor and City
Clerk to execute.
MEB: f dg
MEB. 1/3
Es
FOLEY & LARDNER
III NORTH ORANGE AVENUE, SUITE 1800
ORLANDO, FLORIDA 32801
TELEPHONE 14071 423-7656
FACSIMILE 14071 648-1743
TAMPA, FLORIDA MAILING ADDRESS: MILWAUKEE, WISCONSIN
JACKSONVILLE, FLORIDA POST OFFICE BOX 2193 MADISON, WISCONSIN
TALLAHASSEE, FLORIDA WASHINGTON, D.C.
WEST PALM BEACH. FLORIDA ORLANDO. FL. 32802-2193 ANNAPOLIS, MARYLAND
CHICAGO, ILLINOIS
MEMORANDUM
TO: Ms. Montye Beamer, Admin. Services Director
FROM: Paul E. Rosenthal, Esq. , City Attorney
DATE: April 1, 1993
RE: Lease Agreement with Diamond Engineered Space, Inc.
Pursuant to your request I have reviewed the referenced Lease
Agreement. Attached hereto is a proposed Addendum to clarify
certain matters set forth in the proposed Lease. The reasons for
the Addendum are as follows:
(1) The legal authority of the City to enter into
indemnification agreements is limited by Florida law.
(2) The Lease provides that it automatically renews for a 9
month period unless the City gives written notice of
cancellation at least thirty (30) days before the
expiration of the initial term. This has been revised to
provide that the Lease continues on a month-to-month
basis unless such notice is given. Please note that a
portion of Paragraph 2 of the Lease has also been
stricken in this regards.
(3) Paragraph 21, Return of Property, appears to conflict
with the provisions and understanding that the Lessor
will remove the leased property. This has been
clarified.
(4) The City of Ocoee is exempt from State sales tax.
Please note I have also indicated "n/a" on various blanks on Page
1 of the Lease, have stricken a portion of Paragraph 2 as indicated
above, have made reference to the attachment of the Addenda and
have clarified that the City of Ocoee is a municipal corporation.
Additionally, your attention is directed to the following
comments:
(1) Under the provisions of Paragraph 26 of the Lease, the
Lease is construed under the laws of the State of Ohio.
We are not licensed to practice law in the State of Ohio
and cannot advise the City regarding how various
provisions of the Lease may be interpreted and construed
under Ohio law. We have reviewed the Lease based upon
general contract principles and any applicable provisions
of Florida law which may impose limitations upon the
authority of the City.
(2) The provisions of Paragraph 8 require that property
insurance be maintained on the equipment. Additionally,
various provisions relating to City of Ocoee insurance
policies are set forth in Paragraph 8. If any of these
are objectionable, they should be stricken.
(3) The City is required to maintain the equipment in good
working order, all at the City's expense. In the event
any maintenance is required, the Lessor must be given the
first option to maintain and repair the equipment. See
Paragraph 14 of the Lease.
(4) Billing under the Lease is every four (4) weeks. See
Paragraph 18 of the Lease.
(5) Please note that the Comprehensive Waiver for Physical
Damage must be initialed.
enclosure
-2-
LESSOR-BRANCH
POIDIAMOND
. LEASE TO BEGIN ON
:21
`ENGINEERED SPACE
AND COMPLETED ON
Branch # 16 COMPREHENSIVE WAIVER FOR PHYSICAL DAMAGE
Customer# Lessee or its agent accepts the coverage provided in
Credit Approval Section"9"by initialling the acceptance line below and
Lease No. agrees to pay an additional fee of$ per day:
Renewal Lease# Accept Decline
Fed Tax Exempt: Yes No XX PLS INITIAL
LEASE AGREEMENT
This agreement is hereby entered into by and between DIAMOND ENGINEERED SPACE,INC.,an Ohio Corporation having its principal
place of business at 4663 Van Epps Rd.,Cleveland,OH 44131 (hereinafter referred to as"Lessor")and CTTY nF OCnEF.
150 N. LAKESHORE DRIVE OCOEE, FL 34761 with a telephone number of( 407 ) 656-2322 •
(hereinafter referred to as"Lessee").
1.Agreement to Lease.Lessor hereby leases to Lessee,and Lessee hereby agrees to Lease from Lessor,the following described property:
Unit No: Serial No: LAI Description:
7857A—D KO-1986 KINGS 48X60 MODULAR OFFICE
DIAMOND ENGINEERED SPACE, INC. IS TO BE NAMED AS LOSS PAYEE AND ADDITIONAL INSURED ON
CERTIFICATE OF INSURANCE. REPLACEMENT VALUE OF UNIT IS $16,5001100
Plus all accessories and attachments now thereon or hereafter attached thereto.
2.Term.The initial term of this Lease shall be for n/a days, 9 months, n/a years,for a minimum
period of NINE MONTHS .This agreement shall become effective when it is executed by Lessor at its home office.
The term of this Lease as to each item of equipment shall commence on the date equipment is installed and/or delivered,and accepted by the Lessee
and shall continue in force with respect to each item of equipment for the initial term specified in the schedule.Equipment returned prior to term
specified herein,Lessee shall immediately pay Lessor for remaining rental stream.AfIrot its 6tiGal te,,,,,dd�L�a�e�I,all is a„t a,,,aG�ally,cua.vc,l
di.tcnn,pcv.ific,l above.Upon the terms and conditions hereof.Lessee shall give Lessor written notice of cancellation at least days before
the expiration of the then current term.Any notice of termination given to Lessor may not be withdrawn without the written consent of Lessor.
3.Recurring Charges.Each month,for the term specified above,Lessee shall pay Diamond Engineered Space,Inc.in advance the following charges:
Rental Charges$ n/a per day,$ n/a per week,$ 900.00 per BILLABLE MONTH,plus applicable sales,use
permitted,titling or other taxes or governmental charges,$ n/a Comp.Waiver for Physical Damage per month.If unit is returned during
the month,said charges will be calculated based upon weekly/daily rate specified above.Said charges shall be due Net 10 days from date of invoice.
All charges shall be remitted to Lessor at 4663 Van Epps Road,Cleveland,Ohio 44131, unless otherwise indicated on Lessee's invoice.
4.Other Charges.The following shall constitute additional charges: $ 400.00 Delivery;$ 3625.00 Blocking; $ Modifications;
$ 1375.00 Unblocking;$ 400.00 Return;$ Deposit;$ *1404.00 Other.Said charges shall be due Net 10 days •
from date of invoice and payable to address specified above. *SKIRTING
5.Location.The leased property while in the possession of the Lessee shall be located only BLUEFORD RD.
City OCOEE State FLORIDA ,County ORANGE .Lessee shall not remove
the Leased property from said location without the prior written consent of Lessor.
• SEE ADDENDA "A"*ATTACHED HERETO AND MADE A PART HEREOF. (and "B")
IN WITNESS WHEREOF, Lessor and Lessee have dated this Lease the day of , 19
•
LESSEE'S LEGAL NAME CITY OF OCOEE, a Florida municipal corporation
(Print or Type)
The execution hereof,the signer hereby certifies that he has read the entire Agreement consisting of two pages and that he is duly authorized corporate officer,partner or proprietor of the •
abase-named Lessee and is duly authorized to execute this Lease on behalf of Lessee.No agent or employee of the seller is authorized to bind the Lessor to this Lease to alter or waive
the term or condition hereof,or to add any provision hereto notwithstanding any compensation or benefit that may be given by Lessor to seller or any agent or employee of seller.
PLEASE READ (THE CORPORATION'S PRESIDENT, OR VICE-PRESIDENT SHOULD SIGN AND GIVE OFFICIAL TITLE. IF PROPRIETOR, OR
PARTNERSHIP-SIGNING INDIVIDUAL SHOULD STATE CAPACITY).
LESSOR: DIAMOND ENGINEERED SPACE,INC. LESSEE: CITY OF OCOEE
ACCEPTED ON: BY:
•• BY: TITLE:
S. Scott Vandergrift, Mayor
(Authorized Signature)
•
TITLE: SOUTHERN RF.GTONAT, VTCF. PRF.STr..NT ATTEST:
Jean Grafton, City Clerk
Terms and Conditions of Lease
G Agreement.Lessor named above by its acceptance at its home office,agrees to lease and rent the undersigned Lessee and Lessee hereby agrees to lease and rent from Lessor in accordance
with the terms and conditions hereinafter set forth,the equipment/personal property(hereinafter called"equipment")described in Paragraph 1 of this Lease or any scheduled property annexed
hereto and made a part hereof(hereinafter called"schedule").
7.Deposits/Rentals.(a)The security deposit and total rentals to be paid under this Agreement are the essence of this Lease and Lessor shall be entitled to look to the payment of the full amount
thereof in consideration of the leasing of the equipment,including payment of the rental for the unexpired balance of the term of this Lease(plus all other sums due under this Lease)in
the event of the happening of any default specified herein.No defect,loss or damage to any of the equipment and no unfitness or failure of the equipment to perform to Lessee's satisfaction,
shall effect the obligation of Lessee to pay rentals due hereunder or to perform any other obligation under this Agreement.If any installment of rental is not paid in full on the due date
thereof,the delinquent amount shall bear interest at the rate of 145%per month or highest lawful rate under the laws of the State of Ohio until paid.If Lessor is subject to any expense
by reason of non-compliance by Lessee with any provision of this Lease,the amount of such expense including but not limited to Lessor's reasonable anomey's fee and expenses shall be
added to the next or any subsequent installment of rental hereunder and shall be paid by Lessee.
(b)As security for the faithful performance by Lessee of the terms and conditions of this Lease,Lessee has deposited with Lessor the amount indicated above either as security deposit
and/or advance rental.Provided Lessee has at all times fully performed all the covenants and conditions agreed upon to be performed,Lessor will return to Lessee said security deposit at
the expiration of this Lease.The Lessor may,but shall not be required to apply such deposit or advance rental to discharge any overdue obligation of the Lessee,damages against equipment,
necessary cleaning,or loss rentals due to early cancellation.
8.Insurance,Indemnity and Risk of Loss.Lessee shall at its expense procure and maintain in force at all times during any term of this lease and,in addition,while any equipment is in transit
to or from Lessee,insurance against loss,damage or destruction of the equipment,and against such other risks as Lessor may direct.Lessee will maintain property insurance of any amount
not less than the aggregate amount of total rental due hereunder for the initial term of the Lease or the Lessor's full Replacement Value of the equipment,whichever amount is greater,with
loss payable to Lessor or its assignees,and with such insurance companies as Lessor shall reasonably approve.Lessee shall purchase and maintain comprehensive general liability insurance
with a limit of$500,000 per person/$1,000,000 aggregate for death and bodily injury and$100,000.per occurrence for property damage liability.All policies shall name as insured,Lessor
and Lessee,as their interest may appear and shall provide that such policies shall not be amended without the consent of Lessor or its assignees.All renewal policies and endorsements,
or certificates thereof,shall be furnished to Lessor at least thirty(30)days prior to the expiration of the current policy.Each insurer shall agree,by endorsement upon the policy or policies
issued by it or by an independent instrument to furnish to Lessor or its assignees,thirty(301 days prior written notice of the effective date of any alteration or cancellation of such policy.
Lessee shall provide Lessor with certification of such insurance or copy of policy in evidence thereof prior to or concurrent with delivery of equipment leased.Lessee shall bear the entire
risk of loss,damage or destruction of the equipment from any cause whatsoever;and no loss,theft,damage or destruction of the equipment shall relieve Lessee of the obligation to pay
the rent or any other obligation under this Lease.Lessee shall immediately give notice to Lessor of any damage to any equipment constituting or which may constitute an event of loss.Lessee
shall indemnify and save Lessor and its assignees,if any,harmless from all claims,liability,injury,death,loss and/or damage of any kind(including reasonable attorneys'fees and court costs)
asserted by Lessee or others arising from or allegedly caused by the installation,presence,use,possession,selection,lease,renting,operation,control,maintenance,delivery and return
D
N" IAM O D
,:AA:I:ENGINEERED SPACE
ADDENDUM "A"
This addendum is to be incorporated into the lease agreement between DIAMOND
ENGINEERED SPACE, INC. (Lessor) and CITY OF OCOEE
(Lessee).
TO BE LOCATED ON BLUEFORD ROAD
27. Damage to units placed in areas subject to heavy fall-out or exposure to corrosive
chemicals, salt water/air, ashes or fumes from chemical plants, etc. is not considered normal
wear and tear and will be the financial responsibility of the Lessee.
CITY OF OCOEE
•
By:
DIAMOND ENGINEERED SPACE, INC. LESSEE
S . Scott Vandergrift, Mayor
Attest:
Jean Grafton, City Clerk
407/859-7924 • 800/228-5246 (Florida) • Fax: 407/851.5311
931 Taft Vineland Road • Orlando, FL 32824
LEASE NO.
ADDENDUM "B" TO LEASE AGREEMENT
BETWEEN DIAMOND ENGINEERED SPACE, INC. ("LESSOR")
AND THE CITY OF OCOEE (LESSEE
Lessor and Lessee hereby agree as follows:
A. Typewritten or handwritten provisions shall control all
printed provisions of this Lease in conflict with them.
B. Notwithstanding the provisions of Paragraph 26 of this
Lease or any other provision to the contrary contained in thi's
Lease, any and all references in this Lease to any indemnifications
given by Lessee shall be deemed to be limited to the extent
permitted by laws of the State of Florida.
C. The following sentence is hereby added at the end of
Paragraph 2 of this Lease:
"After its initial term, this Lease shall be
automatically renewed on a monthly basis upon the terms
and conditions hereof unless Lessee shall give Lessor at
least thirty (30) days written notice of cancellation in
advance of the cancellation date."
D. Lessee is a municipal corporation exempt from the payment
of State of Florida sales tax.
E. At the termination of this Lease, Lessor shall be
responsible for the removal of the leased property from the
location described in Paragraph 5.
LESSOR LESSEE
DIAMOND ENGINEERED CITY OF OCOEE
SPACE, INC.
By: By:
S. Scott Vandergrift, Mayor
Title: Southern Regional
Vice President
Executed on: Executed on:
ATTEST:
Jean Grafton, City Clerk
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING
APPROVED AS TO FORM AND LEGALITY HELD ON , 1993
this day of , 1993. UNDER AGENDA ITEM NO.
FOLEY & LARDNER
By:
City Attorney