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HomeMy WebLinkAboutEquipment Lease/Saris Cycling Group/13,250EQUIPMENT LEASE This Equipment Lease (this "Lease") is made effective as of January 01, 2018, between Saris Cycling Group, Inc. (DBA Bike Fixation) (the "Lessor"), 2647 37th Ave S Unit #1, Minneapolis, Minnesota 55406, and City of Carmel, Indiana, by and through its Board of Public Works and Safety (the "Lessee"), One Civic Square, Carmel, Indiana 46032, and states the agreement of the parties as follows: EQUIPMENT SUBJECT TO LEASE. The Lessor shall lease the "Equipment" listed on the attached Exhibit "A". PAYMENT TERMS. The total lease payment, based on a total rate of $13,250.00 for 5 years, is due and payable in annual installments of 2,650.00. Lessee shall remit lease payment to Lessor within 35 days of receipt of invoice. LEASE TERM. This Lease shall begin on the above effective date and shall terminate on. December 31, 2023, unless otherwise terminated in a manner consistent with the terms of this Lease. USE AND OPERATION OF EQUIPMENT. Lessee shall use the Equipment in the manner for which it was designed and intended, in accordance with all applicable manufacturer manuals and instructions and in compliance with all applicable laws, regulations and orders. Lessee shall keep the Equipment free and clear from all liens, charges, encumbrances, legal process, and claims. Lessee shall not assign, sublet, hypothecate, sell, transfer or part with possession of the Equipment or any interest in this Agreement, and any attempt to do so shall be null and void. Lessee agrees not to waive its right to use and possess the Equipment in favor of any party other than Lessor and further agrees not to abandon the Equipment to any party other than Lessor. MAINTENANCE AND REPAIR. The Lessor shall maintain, at the Lessor's cost, the equipment in good repair and operating condition, allowing for reasonable wear and tear. Such costs shall include labor, material, parts, and similar items. Lessor shall be responsible for maintaining the saleable inventory. LESSOR'S RIGHT OF INSPECTION. The Lessor shall have the right to inspect the equipment during Lessee's normal business hours. RETURN OF EQUIPMENT. At the end of the Lease term, the Lessee shall be obligated to return the equipment to the Lessor at the Lessee's expense. OPTION TO RENEW. If the Lessee is not in default upon the expiration of this lease, the Lessee shall have the option to renew this Lease for a similar term on such terms as the parties may agree at the time of such renewal. OPTION TO PURCHASE. If the Lessee is not in default under this Lease, the Lessee shall have the option to purchase items of equipment at the end of the lease term for the price specified for such items of equipment in the attached Equipment Schedule. The Lessee shall exercise this option by providing written notice to the Lessor of such intent at least 60 days prior to the end of the lease term. ACCEPTANCE OF EQUIPMENT. The Lessee shall inspect each item of equipment delivered pursuant to this Lease. The Lessee shall immediately notify the Lessor of any discrepancies between such item of equipment and the description of the equipment in the Equipment Schedule. If the Lessee fails to provide such notice in writing within 14 day(s) after the delivery of the equipment, the Lessee will be conclusively presumed to have accepted the equipment as specified in the Equipment Schedule. OWNERSHIP AND STATUS OF EQUIPMENT. The equipment will be deemed to be personal property, regardless of the manner in which it may be attached to any other property. The Lessor shall be deemed to have retained title to the equipment at all times, unless the Lessor transfers the title by sale. The Lessee shall immediately advise the Lessor regarding any notice of any claim, levy, lien, or legal process issued against the equipment. WARRANTY. The Lessor warrants that the above property is in good working condition, but makes no further warranties, express or implied. RISK OF LOSS OR DAMAGE. Lessee hereby assumes and shall bear the risk of loss or destruction of or damage to the Equipment from any and every cause whatsoever, whether or not insured, until the Equipment is returned to Lessor, and shall fully reimburse Lessor for any such loss or damage. No such loss or damage shall impair any obligation of Lessee under this Rental Agreement, which shall continue in full force and effect. INDEMNITY OF LESSOR FOR LOSS OR DAMAGES. Unless otherwise provided in this Lease, if the equipment is damaged or lost, the Lessor shall have the option of requiring the Lessee to repair the equipment to a state of good working order, or replace the equipment with like equipment in good repair, which equipment shall become the property of the Lessor and subject to this Lease. LIABILITY AND INDEMNITY. Lessee assumes liability for and shall indemnify, save, hold harmless (and, if requested by Lessor, defend) Lessor from and against any and all claims, actions, suits or proceedings of any kind and nature whatsoever, including all damages, liabilities, penalties, costs, expenses and legal fees (hereinafter referred to as "Claims") based on, arising out of, connected with or resulting from this Agreement and Lessee's leasing of the . Equipment hereunder. CASUALTY INSURANCE. The Lessor shall be responsible to maintain casualty and comprehensive liability insurance on all Equipment with respect to the use and operation of the Equipment and loss of or damage to the Equipment and such insurance shall cover the Lessor as a named insured. DEFAULT. The occurrence of any of the following shall constitute a default under this Lease: A. The failure to make a required payment under this Lease when due. B. The violation of any other provision or requirement that is not corrected within 30 day(s) after written notice of the violation is given. C. The insolvency or bankruptcy of the Lessee. D. The subjection of any of Lessee's property to any levy, seizure, assignment, application or sale for or by any creditor or government agency. RIGHTS ON DEFAULT. In addition to any other rights afforded the Lessor by law, if the Lessee is in default under this Lease, without notice to or demand on the Lessee, the Lessor may take possession of the equipment as provided by law, deduct the reasonable costs of recovery (including attorney fees and legal costs), repair, and related costs, and hold the Lessee responsible for any deficiency. The rights and remedies of the Lessor provided by law and this Agreement shall be cumulative in nature. The Lessor shall be obligated to re -lease the equipment, or otherwise mitigate the damages from the default, only as required by law. If Lessor is in default under this Lease, Lessee shall be entitled to receive a pro -rated refund of all rents paid based on the length of term remaining on the Lease when the default occurred. NOTICE. All notices required or permitted under this Lease shall be deemed delivered when delivered in person or by mail, postage prepaid, addressed to the appropriate party at the address shown for that party at the beginning of this Lease. ASSIGNMENT. The Lessee shall not assign or sublet any interest in this Lease or the equipment or permit the equipment to be used by anyone other than the Lessee or Lessee's employees, without Lessor's prior written consent. ENTIRE AGREEMENT AND MODIFICATION. This Lease constitutes the entire agreement between the parties. No modification or amendment of this Lease shall be effective unless in writing and signed by both parties. This Lease replaces any and all prior agreements between the parties. GOVERNING LAW. This Lease shall be construed in accordance with the laws of the State of Indiana. SEVERABILITY. If any portion of this Lease shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. WAIVER. The failure of either party to enforce any provision of this Lease shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Lease. CERTIFICATION. Lessee certifies that the application, statements, trade references, and financial reports submitted to Lessor are true and correct and any material misrepresentation will constitute a default under this Lease. SIGNATORIES. This Lease shall be signed on behalf of Saris Cycling Group, Inc. (DBA Bike Fixation) by Andy Lambert, Manager, and on behalf of City of Carmel, Indiana by the Carmel Board of Public Works and Safety and shall be effective as of the date first above written. LESSOR: /7 By: Andy Lambert Global Sales N anager LESSEE: Approved and Adopted this day of , 20 CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety mm James Brainard, Presiding Officer rnaf.P- Lori S. Wat on, ember Date: ATTEST: Christine Pauley, Clerk- asurer��// Date: EXHIBIT A "Outsider 6" vending machine, manufactured by AMS Vendors (http://www.amsvendors.com/the-outsider/) Dimensions Width: 39 inches Height: 72 inches Depth: 35 inches To be manufactured per Bike Fixation's proprietary plan -o -gram for bicycle parts and accessories, snacks and beverages. Equipment Schedule Equipment Description: Bicycle Part and Accessory Vending Machine Lease End Purchase Price: $3,000.00