HomeMy WebLinkAboutContract 45350 P
VEHICLE WEIGHT ENFORCEMENT w
EQUIPMENT LEASE
(GENERAL ELECTRODYNAMICS CORPORATION)
This Vehicle Weight Enforcement Equipment Lease "Lease"'' is entered into be
effective as of the first day of October, 2013 the"Effective Date"'), by and between General
Electrodynamics Corporation, a l"exas corporation "Lessor"), and City of Fort Worth, Police
Fiscal & Equipment Management, ("Lessee"").
1. Lease and License. , certain portable weighing equipment for use in Lessee"s
business the "Equipment") upon the terns and conditions set forth. in this Lease. The Equipment
leased hereunder is more particularly described on Exhibit "A"" attached hereto an d made a dart
hereof: The Equipment shall be used by Lessee at its lace of business located i.n Fort Worth
Texas_ the "Licensed Location"), or at such other er loca.tion as shall he approved in writing by
Lessor. In connection with and as part of this Lease, for the Terra of the Lease,,ase, Lesser grants to
Lessee a non-exclusive, non transferable license for the use of the vehicle weighing software
program and other intellectual property of'Lessor that is contained within the Equipment
(collectively, the "Intellectual Pr p�e ty""). This license shall ter minate automatically whenever
the Lease ten- inates or expires for any reason.
". Lease Term.rm. T e "Commencement Date" shall be the date -that the Equipment is
first delivered to the Licensed Location. The "Tenn" of this Lease shall be sixty months
s
commencing on the Commencement Tate and expiring sixty 60 mo nths after such date, unless,
this Tease is sooner terminate or extended, as hereinafter provided. At anytime during the Lease
agreement, the City of Fort Worth may elect to purc)ase said equipment.
'. Rent,. In consideration of the leasing of the Equipment and li.censing of the
Intellectual Property, Lessee agrees to pay to Lessor as rent the, sues set forth below:
(a) Monthly payments of$638.00 due and payable no later than the l 01h day of each
month commencing the first month after the Coniniencement Tate, or 5 annual payments of
7and continuing to be due and payable no later than the l Ot' day of each month,.
thereafter flu-ougl out the Tern of this Lease.
(b) All payments shall. be made payable to the order of General Electrodyna nics
Corporation, and mailed or delivered to 8000 Calender Road, Arlington, Tarrant County,
Texas 76001, or to such ether address as Lessor notifies Lessee in writing,.
OFFICIAL RECORD
rFF I C I RD
4 CITY SECRIETA
RECEIVED FEB 0 7 2014 iS WOR"e t
FBO EQUIPMENT LEAS
(c) In the event any Rent is not received within thirty(30) days, after its, due date
for any reason whatsoever, then in addition to the past due amount, Lessee shall pay Lessor
interest on the Rent then due at the Maximum Rate (but in no event to exceed one percent (I%)
per month), such interest to accrue continuously on any unpaid balance due to Lessor by Lessee
during the period commencing with, the Rent Due date and terniinating with the date on which
Lessee makes a full, payment of all amounts owing to Lessor at the tirne of said payment.
Interest payment shall be,treated as additional Rent, and shal be payable immediately on
demand. Notwithstanding anything contained in this Section in this Lease to the contrary,
Lease as interest shall e
no sum received by Lessor under this ' cas ver''exceed the Maximum Rate, and
Lessor shall, immediately refund or credit Lessee any amount received under this Lease in excess
of the Maximum Rate. For purposes, of this Lease, the ten-n "Maxim-urn Rate," shall mean the
greatest of the rates, of interest from time to time permitted under applicable federal and state
law.
(d) In the event no funds or insuMcient funds, are appropriated by Lessee in any
fiscal period for any payrnents due hereunder, Lessee will notify Lessor of such occurrence and
this Lease shall ten-ninate on the last day of the fiscal, period for which appropriations, we
received without penalty or expense to the Lessee of any,kind whatsoever., except as to the
portions of the payments herein agreed upon for which funds have been appropriated.
4. Training and.5up-per t. Within t ten days of the Commencenaent Date, Lessor shall
prov'de, at no additional charge, initial weight and balance training and, certi,fication to one or
more agents of Lessee designated to be the operators of the Equipment. Thereafter, for a,
reasonable fee at Lessor's then current rates, upon request, Lessor will train and certify
additional agents of Lessee to be operators of the Equipment.
5. ed L*m1t Warrcinr
I y an Conditions. Lessor warrants to Lessee that:
(a) Warranties: Lessor warrants to Lessee that:
(1) the Equipment will perform in substantial accordance with the
specit 4 ications, and descilptions, contained in the documentation or literature provided by Lessor
to Lessee relating to the Equipment;
('2) the accuracy of the Equipment will meet Federal Standards;
(3) the Equipi-nent, .under non-nal, use, will be free from, del,,'ects in
materials and workmanship-,
(b) War-rarit "ouidit:ions: This warranty shall not apply if
(1) the Equipment is not used in accordance with Lessor's insti-Lictions11,'-
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(2) the Equipment (or the Intellectual Property) has,been modified or
altered 'without the prior written consent of Lessor; or
(3) any improper act or omission of Lessee causes the malfunction of the
Equipment.
(c) Warrant yRemedies: Lessor's obligations for a breach of the warranties in the
Agreenwrit is limited too,, at Lessor's sole discretion, making corrections or replacing the non-
performing item, or if the corrections or a replacement cannot be made after reasonable effort,
permitting Lessee as its sole remedy,to terminate this Lease and all Licenses granted hereunder.
Such correction, replacement or termination shall be Licensee's sole remedy for breach of this
warranty. The l,iability of Lessor to Lessee with respect to the Equipment shall in no event
exceed the aiiipunt actually received by Lessor from Lessee with respect to each item of
Equipment to which any such relates.
6. Lessee'S Representalions aivid Warranties. None.
7. Use. Lessee shall use the 'Equipnient in a careful and proper manner and shall
comply with and conform. to all national, state, municipal and other laws, ordinances, and
regulations in anywise relating to the possession,, use or rnaintenance of the Equipment. If at any
time during the to of the Lease, Lessor supplies Lessee with labels, platles, or other markings,
stating that the Equipment is awned by Lessor; Lessee 1shall affix and kee p the saline upon a
prominent place on the Equipment. Lessee agrees that it shall not permit the name of any person
0
interpreted as a claim of ownership or security interest.
8. Lessor P Lessor shall during business hours, and only twenty-fo-L,11-
(24) hours written noti.ce to Lessee, have the right to enter into and upon the premises where the
Equipment may be located for the purpose of inspecting the same or observing its use; provide,
p I
however, Lessor may not thereby interfere with Lessee's business operations. Lessee shall give
Lessor immediate notice of any attaclunent or the judicial process affecting any part of the
Equipment and shall, whenever requested by Lessor, advise Lessor of the exact location of the
Equipment.
9. Alterations. Without the prior written consent of Lessor which consent may not
be unreasonably withheld, Lessee shall not make any alterations, additions or improvements to
the Equipment. Any permitted alterations, additions or improvements may, at Lessee's option,
be removed by Lessee upon the expiration or earlier termination of this Lease if and only if such
removal may be accomplished without rnateiial damage to the Equipment or otherwise reducing
its value below that which it would have been in the event no such alterations, additions or
improvements had been made.
Page 3 of 9
10. Repairs. Lessee, at its own cost and expense, shall keep the Equipment in good
repair, condition and working order and shall furnish any and all parts, mechanisms and devices
required to keep the Equipment in good workIng order.
11. Insurance. "Flie City is a self-funded entity and is not required to procure
commercial insurance under this lease.
1,2. Loss or Danwge. In the event of loss of or damage to Equipment, Lessee, at
Lessee's option shall:
(a) Repair the Equipment to good working order, or
(b) Replace the Equ,ipment with like property in good repair, which property
shall then become subject to this Lease,.
13. Stirrender. on -the expiration or earlier termination of this Lease!, Lessee shall
return the Equipment to Lessor in good repair, condition and working order, ordinary wear and
tear resulting from proper use thereof alone expected, by delivering the Equipment at Lessee's
cost and expense to such place witl1in the continental United States as Lessor shall specify.
T
14. Taxles app 1`1(ees., Lessee will pay all license fees, asses sments, use, property, or
other similar taxes or changes (the"Tax" or Taxes), now or in the future imposed on the
Equipment but reason of Lessee's leasing, renting, possession, or use of the Equipment, whether
such charges which arise as a result of Lessee's actions, excepting federal, state or local
government taxes., or payments in lieu of such taxes, imposed on, or measured by income of the
Lessor. If any Tax is, by law, to be assessed or billed to Lessor in conn.ections with the levy,
assessment, billing, or payment of such Tax, and is authorized by Lessor to act on Lessor's
behalf in such respects; Lessee will cause all billings of such Taxes to Lessor to be made to
Lessor in care of Lessee and will, from tine to time,, upon reasonable request by Lessor, submit
wiitten evidence of the payment of all faxes. Licensee shall pay all license fees. However,
Licensee is a govenim.ent entity under the laws of the State of Texas, and shall not be subject to
the payment of any taxes under this Lease.
15. Optional Paj)ineras by Lessor. Should Lessee fail to make any payment or
otherwise fail to fulfill any of its obligations 'under this Lease, then Lessor will have the right but
not the obligation, without notice to or demand on Lessee, and without releasing, Lessee fron-1
any obfigation under this Lease, to make or do the same, and to play, purchase, contest, or
compromise any encumbrance, charge or lien that in the judgment of Lessor appears to affect the
Equipment, and in exercising any such rights, incur any liability and expend whatever amounts
in its discretion it may deem necessary thereof All expenses so incurred by Lessor will be due
and payable by Lessee upon demand and will bear interest, at [lie rate of ten percent (10%) per
year thereafter'until plaid.
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16. Liabifi4l and lndeivni�y. Lessee shall be liable for an y and all loss or damage to
the Equipment to the extent such as loss or damage is caused by the negligence or intentional
misconduct of Lessee, its employee's officers,, di.rectors or agents. Lessor agrees to defend,
settle, or pay, it its own cost and expense, any claim or action against the Lessee for the
infringement of any patent, copyrloy it, trade secret or similar property right arising from Lessee's
use of the Intellectual Property in accordance with this Lease. Lessor shall have the sole right to
conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle con-ipromise any such claim, but Lessee shall be allowed to participate
with Lessor in doing so. Lessee agrees to, give Lessor timely written notice of any such claim or
action, with copies of all papers Lessee may receive relating thereto. If the Intellectual. Property
or any part thereof is held to, infringe and the use thereof is enjoined or restrained or, if as a result
of a settlement or compromise, such use is materially adversely restricted, Lessor shall, at its
own expense and as Lessee's sole remedy, either,
(a) Procure for Lessee the right to continue to -use the Intellectual Property;
(b) Modify the Intellectual Property to make it non-infringing, provided that
such modification does, no materially adversely affect Lessee's authofized use of'the Intellectual
Property;
(c) Replace the Intellectual Property with equally suitable, compatible, and
functionally equivalent non-infringing Intellectual Property at no, additional charge to Lessee;
(d) If none of the foregoing alternatives is reasonably available to Lesser,
terminate this Lease and refund to Lessee the payments actually made to Lessor under this lease.
17. Dlqfiault. If Lessee, with regard to the Equipment,, fails, to pay any rent or
other amount herein provided within ten (10) days after the same is due and payable; or if Lessee
ceases, all or substantially all of Lessee's business operations or those business operations of
Lessee in which the Equipment is beingused; or if Lessee with regard to the Equipment, fails to
observe., keep or perform any other provisions of this Lease required to be observed, kept or
perform-ed, by Lessee, or breaches any representation or provision contained be rein and if Lessee
fails to remedy, cure or remove such failure in paynient or such other failure or breach in
observing, keeping orperfon-ring the provisions oft his Lease within ten (10) days of'recd pt of
written notice thereof from Lessor, Lessor shall have the right to exercise any one or more of the
following remedies:
(a) To eat per:
(1) Declare, immediately due and playable, the entire amount of rent
remaining unpaid for the remainder ofthe tenii. of this Lease, less the fair market value of the
leasehold, estate, discounted to present value at the of ten percent (I 0%)l per annum, or
Page 5 of 9
(2) Sue for all rents and other payments, the accrued or thereafter
accruing, with respect to the Equipment.
(b) To to possession of any or all items of Equipment, without further
demand or notice, wherever same may be located, without any court order or other process of
law. Lessee herby waives any and all damages occasioned by such taking of possession unless
caused by Lessor's gross negligence or will full misconduct. Any said taking of possession shall
not constitute a termination of this Lease as to any or all items of Equipment unless Lessor
expressly so notifies Lessee in writing.
(c) To terminate this Lease as to any or all items, of Equipment.
(d) To pursue any other remedy at law or in equity.
(e) Notwithstanding any repossession, Lessee shall remain liable for the ffill,
perfori-ranee of all obligations oil, the part of Lessee to be performed -under this Lease.
(f) All such, remedies are cun-iulativ,e(except that the remedies in (a) I and 2,
above are alternative), and may be exercised concurrently or separately.,
(g), Lessor shall have no duty or obligation to mitigate any damages resultulg
from any default by Lessee.
18. Bankrup y. Neither this Lease nor any interest herein is assignable or
transferable by operation of law. If Lessee files, for bankruptcy under that Bankruptcy Act, as
amended, or if such an action is commenced against Lessee and is not dismissed within sixty
(60) clays, after the commencement thereof, or if Lessee is ad judged insolvent, or if Lessee makes
and assipin-ient for the benefit of creditors or is a writ of attachment or execution is levied on any
item or items, of the Equipment and is not released or satisfied within thirty (30�) day's thereafter,
to take possession or control of any item or items of the Eclulpi-nent, Lessor shall have and may
exercise any one or of the remedies set forth in paragraph 16 hereof, and this Lease shale, at the
option of Lessor, after providing written notice to Lessee in-ir ediately terminate,and shale not be
treated as an asset of Lessee after the exercise of said option.
19. Cotieuri-ent Reniedies. With the exception of the alternative remedies in
paragraph 16 (a) 1. and 2, no right or remedy herein conferred upon is reservea to Lessor is
exclusive of any other right or remedy herein or by law or equity provided or permitted; but each
such night or remedy shall be cumulative of every other right or remedy given hereunder or now
concurrently therewith or Boni time to time.
20. ion to exercise any right, power, or reniedy
,feet of Jfa,*vet-- No delay or on-iiss*
accruing under the Lease shall impair any such right, power or remedy, nor shall it be construed
to be a waiver of such breach or default or an acquiescence therein, or of or in any similar breach
or default thereafter occurring-, nor shall any waiver of any single breach or default be deemed a
Page 6 of 91
waiver of any breach or default. Any waiver, perri-ift, consent, or approval of any kind of
character of any breach or default under this Lease, or any waiver of any provision or condition
of this Lease, must be in writing, signed by Lessor, and will effective only to the extent in such
'j-,
writi ng sp,eci Tically set forth. Except as expressly set forth herein, all remedies, under this Lease
or by law or otherwise, afforded shall, be curnulative and not alternative.
21. Attorney's Fees. Each party shall be liable for its own attorney's fees.
22. Assignment ol"Sublease. Without the prior written consent of Lessor which
consent shall not be unreasonably withheld, Lessee shall not (a) assign, transfer, pledge or
hypothecate this Lease, the Equipment or any part thereof or any interest therein; (b) sublet or
lend the Equipment or any part thereof, or(c) permit the Equipment or any part thereof to be
used by any other than the Lessee and Lessee's employees. Lessor may assign part or all of its
ri h oti ce t o Lessee.title and interest in an to this Lease, wit or without n
9,,ht�
23. Location ol"'Equipnieni. Lessee will not, without prior wiitt(-,,,n consent of Lessor,
which consent may net be unreasonably withheld, permit the Equipment to be moved from the
Licensed Location identified in paragraph I above.
24. Title an,d Propiletat-
.1,,,1 rights, qtbrination. Title and full ownership ti ts in the
Equipment and the Intellectual Property is and will at all times, remain with Lessor,, and Lessee
shall have not right, title or interest therein except as expressly set forth in this Lease. Lessee
acknowledges that it has been advised by Lessor that the Intellectual Property has been
developed by Lessor as valuable trade secrets and constitutes confidential, and proprietary
information. Lessee agrees, that the execution of this Lease establishes a confidential relationship
between the parties, and Lessee agrees to preset-ve the confidential and proprietary nature of the
Intellectual Property, and agrees to not disassemble reverse compile, or reverse engineer the
Intellectual Property, nor permit the use of the Intel lectual Property or disclosure of information
relating to the Intellectual Property to unauthorized person. Notwithstanding the forgoing,
Lessee is a, government entity under the laws, of the state of Texas, and all information
maintained by Lessee is subject to disclosure under the Texas Public Information Act. Lessee
shall not be held liable for any info rmation that is disclosed in accordance with applicable law,
rule, regulation or court order.
25. Personal Prol-3erly. The Equipment leased, and the Intellectual Property licensed
is,, and shall at all times rernam, personal property, notwithstanding that it or any part, of it may
now be, or may in the future become, in any manner attached to, or embedded in, or pernianently
resting on, real property or any building on such real property, or attached in any manner to what
is peen anent by means of nails, bolts or screws.
26. Applicable Law. 1"his Lease shall be governed by and construed under the lays of
the State of Texas.
Page 7 of 9
27. Notices. Any communications between Lessor and Lessee, payments and notices
p lde I liven or may be given or made by mailing thein certified mail,
rov d herein to be g* made,
return receipt requested, or by hand deliver, to Lessor at General Electrodynamics Corporation,
P.O. Box 1.X0089, Arlington, Texas, 7'6015, and to Lessee at 1000 Throckmoi-ton Street, Fort
1
Worth, Texas 76102, with copy to the City Attorney at the same address.
28. Rtic ordinq. Lessee shall, at own expense and responsibility, cause this Lease
to be k t, filed and recorded with Lessee's official custodian of Records, City Secretary, to
perfect and preserve Lessor's rights hereunder and shall, upon request by Lessor provide
evidence of such filing and recording. Lessee authorizes Lessor to file notice UDC filing in
o�ffices as Lessor deerns, necessary or appropriate to put the public on notice of Lessor's interest
in the Equipn-ient.
29. Gender, Numbei% Whenever the contents of this Lease require, the masculine,
feminine and neuter genders include each of the other genders, and the singular and plural
numbers include the other. Whenever the word"Lessor" i.s,-used herein, it shall include all
assignees of Lessor. Whenever the word "Lessee" is used herein, it shall include all permitted
assignees of Lessee. If there is more than one Lessee named in this Lease, the liability of each,
shall be joint and several.
30. Titles. The titles of the paragraphs of this Lease are solely for the convenience of
the parties and are not an aid in the interpretation of the instrument.
31. Time. Time is of the essence if this Lease and each and all of its provisions.
312. Emit-e A,greement. This instrument constitutes the entire agreement between
Lessor and Lessee, and it shall not be amended, altered or changed except by written agreement
signed by both parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Lease to be effective as of the
Effective Date.
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LESSOR.
GENERAL EL C A RwO IAMICS COPORA i N,
A TEXAS CORPORATION
(Zt 7//
NAME,-, CRESPIN BER AFL
TITLE, CUSTOMER SERVICE MANAGER
DATE.* 06ZJANZ2014
LESSEE:
CITY OF FORT WORTH
P,OILICE FISCAL&EQUIPMENT MANAGEMENT
er 0
BY: je
T-L A I" E .. e
DATE " � po/4.
ACCEPTED AND AGREED. APPROVED AS TO FORM
AND LEGALITY6,
APPROVAL RECOMMENDED*,
.es is Fan-er
*-JI- a-2 v
wo
By*- 7777"1 Sr. Assistant City Attorney
J �-W�-�i �� ..I......I..................I..
effre ad
Chief of Police Contract Authorization:
ate. It M&C-0
Date Approved
M
ATTEST.
M , . Kays
:W
FmCORD ��� IQ
oFfICIIAL City Secretary
C SF
.CpWrAlty