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HomeMy WebLinkAboutContract 43214 (2)\ //cry Irmo Ar E 1 -•� 7flLPL1si E NE �_ Ars VICES OCITRI t1*iLJ] [i*ETC( ItEJ!JVI 13 A n_ -11 CITY SECRETARY t c CONTRAC1 ego. �3?l �..... 71 i-3) Epvi LI)] 4.1\\A [[1.*\711 LN RERAFT ELNGJ[NIr,S, 1'/ISDU lC,E y AND COMPONENTS • 1 I4j re- -4 Page 1 of 11 KTS Rental Agreement City of Ft Worth 5-8-12.doc OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX J 05-11-12 PO4:50 IN CONTINUING RENTAL LEASE AGREEMENT PREPARED AND DATED THIS DAY May 8, 2012 BY AND BETWEEN: KFYSTONE TURBINE SERVICES (the "Lessor") 885 Fox Chase, Suite 111 Coatesville, PA 19320 AND City of Fort Worth Aviation (the "Lessee") 1400 Nixon Street Ft Worth, TX 76102 Page 2of11 KTS Rental Agreement City of Ft Worth 5-8-12.doc WHEREAS, the Lessor is engaged in the business of overhauling and/or repairing gas turbine engines, modules and accessories for the Lessee (each of such units of the Lessee being hereinafter referred to as "Lessee's Unit"); and WHEREAS, the Lessor has agreed to supply a lease aircraft engine, module and/or accessory(s) to the Lessee in return for the Lessee to provide their removed unit to Lessor for overhaul and/or repair upon the terms and conditions herein contained. NOW, THEREFORE, WITNLSSETH THAT in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: A. RENTAL The Lessor hereby agrees to rent to the Lessee and the Lessee agrees to rent from the Lessor, subject to availability, such of the aircraft engines, modules, and/or accessories referred to in Attachment "A' heteto (hereinafter the "Rental Unit"). The Rental Unit(s) will be more particularly described in the Lessor's Rental Worlc Order to be issued at the time of such rental. The Rental Work Order shall be deemed a part of this Agreement and subject to all of the terms and provisions of this Agreement. If a conflict exists between the terms of this Agreement and the Lessor's Rental Work Order, the tertrns of this Agreement control. B. CONDITIONS OF RENTAL DELIVERY (1) Upon receipt of the Lessee's unit for repair/overhaul or upon request by Lessor, the Lessor will deliver a Rental Unit F O.B. (or unless previously agreed to) to the delivery point described in the Lessor's Rental Work Order issued with regard to each such Rental Unit RENTAL (2) Lessee agrees to pay rent for each Rental Unit at the agreed -upon rental rate contained in the Rental Work Order issued with respect to each such Rental Unit. The rental rate is $125 per hour. The rent shall accrue from accumulated hours or cycle used, whichever is greater, without abatement or set-off. The rent shall be payable to Lessor on a monthly basis. Lessor shall invoice Lessee for rent and other charges for the Rental Unit on a monthly basis and at termination of the rental term. Any rental or other amount payable by Lessee under this Agreement and remaining unpaid more than thirty (30) days after the invoice date shall bear interest at the rate of one and one-half percent (1-1/2 %) per month from the invoice date until paid in full It is understood and agreed between the parties that such rent shall be absolutely net to the Lessor. Page 3of11 KTS Rental Agreement City of Ft Worth 5-8-12.doc TERM (3) Each Rental Unit shall be rented for a term not to exceed sixty (60) days unless extended by mutual agreement. RETURN OF RENTAL UNIT (4) Lessee will return the Rental Unit by an anging delivery to a common carrier for shipment to the Lessoi F.O.B., Coatesville, PA, with adequate insurance, or such point of delivery as Lessor may reasonably request. The cost of rental return will be paid by the Lessor Lessee shall return the Rental Unit not later than five (5) days after notification by Lessor of the completion and/oi delivery of Lessee's Unit or the end of the rental term, whichever occurs first Lessee agrees to pay per day plus hourly fee the sum of One Hundred Dollars ($100) for each day over five (5) days in which the Rental Unit is not returned. Prior to shipment, Lessee will submit its shipping plans to Lessoi for approval by contacting the Lessor's salesperson handling the transaction or in such other manner as Lessor shall instruct. If Lessee fails to return the Rental Unit in accordance with this paragraph, or fails to take dehvery of and pay for Lessee's Unit promptly after Lessor's notification, Lessor may, without further notice or liability, remove and recover the Rental Unit from Lessee's premises or aircraft at Lessee's expense. INSURANCE (5) Lessee will provide and maintain in full force and effect at all times during the term of this Agreement, public liability insurance in an amount not less than Ten Million Dollars ($10,000,000) per occurrence Lessee will also provide all risk insurance on the Rental Unit for its actual cash value, aircraft ground coverage flight risk and fire insurance with extended coverage on terms and conditions satisfactory to the Lessor. Actual cash value is defined as replacement cost less depreciation All such insurance required hereunder shall name Lessor, its directors officers, agents, employees and assigns as additional insureds. On or before delivery of the Rental Unit to Lessor, and annually prior to each policy's expiration date, if any, Lessee will provide Lessor with certificates of primary insurance satisfactory to Lessor evidencing the coverage set forth hereunder. Such certificate shall require the insurance carrier to give Lessor thirty (30) days written notice before any cancellation non -renewal or material change of covetage shall become effective. PROPER USE (6) Lessee agrees to use and operate the Rental Unit only in accordance with the procedures and recommendations in the applicable manufacturer -approved maintenance manuals and procedures. No repairs, other than regular maintenance under paragraph 7, are permitted on the Rental Unit unless approved in writing by Lessor at its sole discretion Lessor will supply replacement parts free of charge for approved repairs. All unauthorized repairs will Page 4of11 KTS Rental Agreement City of Ft Worth 5-8-12.doc be at Lessee's expense and risk Lessor may examine the Rental Unit for damage or abnormal wear before or after the Rental Unit's return to Lessor. If the Rental Unit is in the possession of the Lessee, Lessee shall permit such examination on the Lessee's premises during regular business hours, or at such other time and place as the parties agree. If such examination reveals damage or abnormal wear due to improper maintenance, use, or operation, Lessor may repair or overhaul the Rental Unit and Lessee will pay Lessor for the work required to restore the Rental Unit to a satisfactory condition, as determined by Lessor, at Lessor's then current prices for labor and parts. MAINTENANCE AND RECORDS (7) Lessee, at Lessee's expense, is responsible for: (a) carrying out all regularly scheduled maintenance and required checks on the Rental Unit in accordance with the applicable manufacturer's maintenance manual (b) maintaining 1 ecords of engine maintenance and performance data, and (c) providing to Lessor a monthly report of operating hours and other information reasonably required by Lessor. Such monthly report shall be submitted to Lessor within five (5) days of the end of each calendar month. An engine installed performance check as outlined in the applicable maintenance manual must be completed upon initial installation of the Rental Unit and again before removal of the Rental Unit from an aircraft. Upon removal of the Rental Unit from an aircraft, visual inspection must be made and performance figures and Rental Unit condition entered into the engine logbook, of copies of relevant installed performance sheets attached to the logbook, and signed off by a licensed mechanic. Total hours and cycles used during the term of rental must also be entered into the logbook upon remol al of the Rental Unit. For other than minor routine maintenance and in accordance with paragraph 6, Lessee will request the repairs and Lessor will decide the course of action regarding major maintenance or repairs. FAILURE TO COMPLY WITH THESE PROCEDURES MAY RESULT IN ADDITIONAL CHARGES. IN ADDITION TO OTHER CHARGES, LESSEE SHALL BE SOLELY RESPONSIBLE FOR ANY UNAUTHORIZED MAJOR MAINTENANCE OR REPAIRS TO THE RENTAL UNIT DAMAGE TO RENTAL UNIT (8) Lessee shall be solely responsible for all loss of or damage to the Rental Unit, however caused, from delivery of the Rental Unit to Lessee, until the Rental Unit's return to Lessor (except for damage resulting from normal wear and tear of the Rental Unit) In the event of such loss or damage, Lessee will promptly return the Rental Unit, if possible, to Lessor in accordance with paragraph 4 and will reimburse Lessoi foi all costs of repair or replacement up to the full Rental Unit value as determined by Lessor in its sole discretion. DISCLAIMER (9) THE RENTAL UNIT IS PROVIDED FOR LESSEE'S OWN USE AND BENEFIT WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, OR OTHERWISE, INCLUDING WITHOUT LIMITATION Page 5of11 KTS Rental Agreement City of Ft Worth 5-8-12.doc THOSE RELATING TO ITS CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE TO THE EXTENT ALLOWED BY LAW, LESSEE HEREBY WAIVES ANY AND ALL WARRANTIES, GUARANTIES, LIABILITIES, RIGHTS AND REMEDIES LESSOR SHALL NOT BE LIABLE IN CONTRACT, TORT OR OTHERWISE FOR, AND LESSEE HEREBY WAIVES ANY CLAIM FOR, DAMAGES INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL OR INCIDENTAL DAMAGES, ARISING OUT OF THE USE OR OPERATION OF THE RENTAL UNIT. NOTWITHSTANDING THE ABOVE, LESSOR WARRANTS THAT ANY OVERHAUL OR REPAIR PERFORMED BY LESSOR SHALL BE PERFORMED IN A WORKMANLIKE MANNER AND SHALL BE WARRANTED TO BE FREE OF DEFECTS IN ACCORDANCE WITH LESSOR'S THEN EXISTING WRITTEN WARRANTY FOR SUCH WORK. TITLE AND SECURITY (10) Title to the Rental Unit shall remain with the Lessor at all times. The Lessee agrees not to lend, sell, assign, or mortgage the Rental Unit or permit it to become subject to any legal process or to assign this Lease or sublet the Rental Unit without Lessor's prior written consent Lessee hereby grants to Lessor a lien and security interest in any such aircraft which holds the Rental Unit and in any of Lessee's units in the possession of Lessor, for all such obligations and liabilities arising under this Agreement. DEFAULT (11) Events of Default: The Lessee shall be in default hereunder if the Lessee: (a) defaults in the payment of rent and in accordance with the terms of this Lease, or (b) defaults in the performance of any of Lessee's other obligations and fails to remedy the default within ten (10) days after notification by Lessor, or (c) becomes bankrupt or insolvent or enters into any arrangement with creditors or is otherwise unable to pay debts, and/or (d) if any execution or attachment is levied on the Rental Unit In the event of any default, there shall be deemed to be a breach of this Agreement, and thereupon Lessor in addition to all other rights and remedies available to it by law or equity or by any other provisions hereof, may at any time thereafter exercise any or all of the following remedies: a) Terminate this Agreement. b) Repossess the Rental Unit The parties understand and agree that the Rental Unit may be contained within aircraft or on premises owned by Lessee or a third party, and in consideration for entering into this Lease, Lessee agrees to permit Lessor to access the premises or any aircraft or other equipment whether owned by Lessee or otherwise, to recover the Rental Unit and will cooperate in all respects to ensure the prompt return of the Rental Unit to Lessor. The actual costs of Lessor's retrieval shall be borne by Lessee including, but not limited to, Lessor's actual attorneys' fees, court costs, transportation and other costs. Lessor, having retaken possession of the Rental Unit, may retain the Rental Unit and all prior payments of rent made hereunder Lessee hereby expressly waives all further right to possession Page 6of11 KTS Rental Agreement City of Ft Worth 5-8-12.doc of the Rental Unit and all claims for injuries suffered through or loss caused by such repossession. c) Accelerate the whole or any part of the rent or other charges for the balance of the rental tern, and declare the same to be immediately due and payable. Lessee shall remain liable to Lessor for the unpaid total rent for the balance of the term of this Lease, together with any and all expenses including Lessor's actual attorney's fees for retaking. d) Confess Judgment. The authority to confess judgment either for possession of the Rental Unit or for any money due hereunder shall not be exhausted by one exercise, but judgments may be confessed from time to time as often as may be necessary. i. For Possession. FOR THE PURPOSES OF ENABLING LESSOR TO OBTAIN POSSESSION OF THE RENTAL UNIT, LESSEE HEREBY AUTHORIZES THE CLERK, PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT IN REPLEVIN OR FOR WRIT OF POSSESSION AGAINST LESSEE IN FAVOR OF LESSOR OR IF ASSIGNED IN ANY ACTION OF REPLEVIN OR FOR WRIT OF POSSESSION, FOR WHICH THIS LEASE AGREEMENT OR VERIFIED COPY SHALL BE SUFFICIENT WARRANT. ii. For Money. UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT LESSEE HEREBY AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD OF THE STATE OF TEXAS TO APPEAR FOR LESSEE AND FOR ANYONE CLAIMING BY, THROUGH OR UNDER LESSEE AND TO CONFESS JUDGMENT AGAINST ALL SUCH PARTIES, AND IN FAVOR OF LESSOR, FOR THE AMOUNT CLAIMED TO BE DUE HEREUNDER PLUS REASONABLE ATTORNEYS' FEES AND COSTS, FOR WHICH THIS LEASE OR A TRUE AND CORRECT COPY HEREOF SHALL BE GOOD AND SUFFICIENT WARRANT. AFTER THE ENTRY OF ANY SUCH JUDGMENT A WRIT OF EXECUTION MAY BE ISSUED THEREON WITHOUT FURTHER NOTICE TO LESSEE AND WITHOUT A HEARING. e) Nothing herein contained shall prohibit Lessor from pursuing any other remedy available to Lessor at law or in equity. INDEMNITY (12) To the extent allowed by law, the Lessee agrees to defend, indemnify and hold harmless the Lessor, its directors, officers, agents, employees and assigns from and against all claims, losses and expenses whatsoever relating to or arising as a result of or in connection with the Lessee's use, operation or possession of the Rental Unit and of any aircraft in which the Rental Unit is incorporated, including but not limited to judgments, settlement amounts, costs and counsel fees incurred by the Lessor as a consequence of litigation, settlerr. @ herwise.. Page 7of11 OFFICIAL RECORD . CITY SECRTA►RY KTS Rental Agreement City of Ft Worth 5-8-12.doc Ft WORTH! ' �, � The Lessee agrees to indemnify and save harmless the Lesson of and from any damage to or loss of the Rental Unit howsoever occasioned. Notwithstanding the above, Lessee shall not be liable for damage or injury resulting directly fiom any act or omission of Lessor, including damage or injury resulting from a malfunction of any Rental Unit overhauled or repaired by Lessor in accordance with Lessor's then existing written Warranty for such work. NOTICES (13) Any notice, demand or communication required or permitted in this Agreement must be in writing and delivered personally, by reputable express carrier, by telecopy, facsimile transmission or electronic transmission. The notice must be addressed to the party at their address listed on the front cover of this Agreement or such address as otherwise designated. A notice delivered personally or by express carrier will be deemed given when it is delivered, and a notice sent by telecopy, facsimile or electronic transmission shall be deemed given upon machine confirmation of sending and acknowledgement of receipt. Any party may designate, by notice to all the others, substitute addresses for notice and thereafter all notices are to be directed to such substitute address. TAXES (14) Lessee will be responsible for all taxes, duties and other charges arising out of this Agreement or the use or possession of the Rental Unit, including without limitation thereof, any sales, use, excise, value added or other ad valorem tax, and will repay to Lessor on demand any such charges which may be levied against Lessor. ENTIRE AGREEMENT (15) This Agreement, any other current Agreement Lessor's Rental Work Order, and Lessor's invoices issued from time to time with respect to the Rental Units contain the entire agreement between Lessor and Lessee with regard to the Rental Unit and supersedes all previous agreements or understanding between the Lessee and Lessor whether oral or in writing. No amendment or variation of this Agreement will be binding unless in writing signed by duly authorized representatives of both Lessor and Lessee. In the event that Lessee issues a purchase order with respect to the Rental Unit which is in any way inconsistent with this Agreement or with Lessor's invoice, the terms and conditions of this Agreement and of Lessor's invoice shall govern. GOVERNING LAW (16) This Agreement shall be governed by and construed in accordance with the laws of the Texas, without regard to conflict of law principles. Page 8of11 KTS Rental Agreement City of Ft Worth 5-8-12.doe NAME Jeffrey Halstead, Chief of Police Date ' ` Lp (Signature) SEVERABILITY (18) If any provision of the Agreement is wholly or partially invalid, this Agreement shall be interpreted as if the invalid provision had not been a part hereof. WAIVER (20) Failure by Lessor to assert any of its rights, upon breach of this Agreement, shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment for services. RIGHT TO AUDIT (21) Lessee and Lessee's auditor shall have access to and the right to examine all necessary books, papers, documents, records and personnel related to this contract. "Necessary books, papers, documents, records and personnel" are those which pertain to this contract and are required to evaluate compliance with the terms of this Agreement. IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have executed this Agreement on the date and year first listed above. CITY OF FORT WORTH/LESSEE KEYSTONE TURBINE SERVICES/LESSOR (Signature)Q4/tv At 914 (Signature)&t-m'^ NAME r-31Dio►J e-r Criwerott. 1'ilerf-- Date Ora', ap/Ps...-A2 NAME Charles Daniels Assistant City Manager Date O5'fl/2. APPROVED AS TO FORM AND LEGALITY: Page 9of11 KTS Rental Agreement City of Ft Worth 5-8-12.doc (Signature)/.� l NAME Jessica S gsvang Assistant City Attorney Date ATTEST: Mary Kayse 1 City y Secretar Date SlierllL AUTHORITY: M&C: Contract Number: '-- \ > 2_L/ t F"X y f �j'� i c-v -,,.. 2 sr',i -ew' � p•Qop�O��'%4�a o klialbrAS 2 > �/ - srle OFFICIAL RECORD CITY SECRETARY ET. WORTH TX Page 10 of 11 KTS Rental Agreement City of Ft Worth 5-8-12.doc ATTACHMENT "A" CONTINUOUS RENTAL AGREEMENT The Lessee shall use and maintain the Rental Unit described below: 1. ALL ROLLS-ROYCE M250 SERIES ENGINES, MODULES, ACCESSORIES AND COMPONENTS. 2. ALL HONEYWELL M250 AND LTS-101 ACCESSORIES in accordance with the following instructions: Rolls-Royce Corporation Honeywell along with published manuals and recommendations, and shall neither perform nor permit repairs without Lessor's approval Lessee shall furnish all fuel, oil and other consumables at Lessee's expense Page 11 of 11 KTS Rental Agreement City of Ft Worth 5-8-12.doc