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HomeMy WebLinkAbout024680 RES - 12/11/2001 A RESOLUTION AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE TWO ONE-YEAR RENEWABLE LEASE CONTRACTS, SUBJECT TO THE NON-APPROPRIATION OF FUNDS CLAUSE IN EACH CON- TRACT, FOR THE LEASE OF MODULAR BUILDINGS FROM G.E. CAPITAL MODULAR SPACE FOR USE AT THE CORPUS CHRISTI MARINA AS MARINA OFFICE SPACE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager, or designee, is authorized to execute two one- year renewable lease contracts, subject to the non-appropriation of funds clause in each contract, for the lease of modular buildings from General Electric Capital Modular Space for use at the Corpus Christi Marina as marina office space. A copy of each contract is attached as Exhibit "A" and Exhibit "B," respectively. INTROD\cr-[) AND PA!)Q'D by the City Council of the City of Corpus Christi, Texas, on the ,"\rtlay of ~ C 0VY'JncD , 2001. ATTEST: CITY OF CORPUS CHRISTI ?<~---~~ ~~' Samuel L. Neal, Jr., Mayor APPROVED AS TO LEGAL FORM on the /3 cJhday of ~, 2001. JAMES R. BRAY JR., CITY ATTORN H \l.EG.()IR\dizabcth\ELIZABET\EHre_,OI IOO\FHrcslll wpd r-" f' 80 ',' -- .." ) ,I I.. .1 ... The above resolution was passed by the following vote: lh Corpus Christi~s 1 \ i1~ay of, \) J. Ul\1 hzt2-; 2001. Samuel L. Neal, Jr. Brent Chesney Javier D. Colmenero Henry Garrett Bill Kelly Rex A. Kinnison John Longoria Jesse Noyola Mark Scott H\I.FG.J)IR\clizahclh\ELIZAI3ET\EHre,OI.IO(l\l::Ilreslll wpd T 7 / r.,;) I.: C 8' 0 'J /... .( (J - GE Capital Modular Space modspace.com LEASE AGREEMENT NO., 939818 ACCOUNT NO., 676403 RETURN EQUIPMENT TO GECMS: CORPUS CHRISTI 6161 AYERS CORPUS CHRISTI TX 78415-5905 Telephone: 361-852-7586 1-800-523-7918 Fax: 361-857-0730 GE CAPITAL MODULAR SPACE, a division of Transport International Pool, Jnc.. a Pennsylvania corporation ("GECMS") hereby leases the equipment specified below (the "Equipment") to: CITY OF CORPUS CHRISTI P.O. BOX 9277 CORPUS CHRISTI TX 78469-9277 Customer Contact: Telephone, Fax: P.O.#, The Equipment will be located at (subject to Section 4 on attached page), Peter M. Davidson 361-882-7333 361-882-4778 T-Head T-Head Marina Corpus Christi TX 78408 Customer hereby leases Equipment from GECMS for a minimum period of R months (the "Minimum Lease Periodll) from the start of the lease term in accordance with the terms and conditions of this lease Agreement including the terms and conditions set forth on the attached page (this "Lease"). Rental month is defined as a thirty-day period. Customer agrees to pay GECMS without demand and in advance the monthly rental and other charges on the due dates set forth in this Lease. The anticipated delivery date for the Equipment, subject to Section 3(c) on the attached page, will be on or about the 2nd dav of Julv. 2001, Customer hereby accepts the Damage Waiver subject to Section 10 on the attached page. f fr- Initial Unit Class ___~idt!1__~_I]..9~h Serial No. 082314 SNGL 14 14' 60' 1266366 --------------------------~- .- ----- __ __ ___m__ ~g!'~_~~I'i \~~k)y _q~LI_'L______ !~s~!anc_~~~_lue~ __~!)i3 00 ,_jl~4_'_9~_ $17._135__i3Z....9fj.!5. ONE TIME CHARGES ------------- RETURN DEliVERY -------------------- BUILDING RETURN' ----------- OISMANTlING --------- ---------~-- UNBLOCK' ------- ..JlEMOVE ANCHORSfTlE/OOWNS'____ .-_lDly: 24 at $22,501 .. .._ ,______ '.' Billed at T ermination Total $295,00 MONTHLY CHARGES -----------._- UNIT -------- InsurancelWaiy~r__C.I~?~g~~___ _ _____________ Damage Waiver ~_. ____________u___ ___(!Jnits: _1."t $105 = $105.jlerdayL___ ___ _____ ---------------- _J.5~3QO Total ----$3i-5"0-- $574,50 ,$.325~ $540,00 $1.160,00 DAILY: WEEKLY: $1785 $124.96 No agent, employee or representative of GECMS has any authority to make any representation or warranty concerning the Equipment that is not specifically included in this Lease. Unless specifically identified in this Lease, this Lease supersedes all prior negotiations, proposals and documents. This Lease will not be subject to any additional provision that may be contained in the Customer's purchase order, although Customer's purchase order number may be used by the parties as a convenient reference for invoicing purposes. The attached page (Form No,US062998A) contains Terms and Conditions that form an integral part of this Lease. Those terms and conditions include but are not limited to disclaimers of warranties of merchantability and fitness and limitations on damages. The only other documents that form a part of this lease are: NONE. I EXHIBIT "A" Approved as to form: ..... R, Bray Jr ~~ --..---_. "....,--~-_._- - GE Capital Modular Space modspace.com LEASE AGREEMENT NO., 939818 676403 ACCOUNT NO" RETURN EQUIPMENT TO GECMS: CORPUS CHRISTI 6161 AYERS CORPUS CHRISTI TX 78415-5905 Telephone: 361-852-7586 1-800-523-7918 Fax: 361-857-0730 thorized agents, with the intent to be legally bound, thi dayof<-' \C~ 0 .2oaL Name BRIAN DEVANEY Accepted and Del. By: Date: Freight Vendor Remarks: Received and Accepted By: Name: Date: (please print) Approved as to form: James . Bray Jr City rney By: T 1 - GE Capital Modular Space modspace.com INSPECTION DELIVERY BRANCH: 622 CORPUS CHRISTI 6161 AYERS CORPUS CHRISTI, TX 78415-5905 Telephone: 361-852-7586 Fax: 361-857-0730 CITY OF CORPUS CHRISTI T-Head Marina Corpus Christi TX 78408 Customer Contact: Telephone: Fax: Customer #: Lease P ,0. #: Peter M. Davidson 361-882-7333 361-882-4778 676403 T-Head Unit: 082314 Lease No: 939818 Inspection Id: 000005 Serial No: 1266366 Overall Unit Size 14' O. x 64' O. Inspection Date: Date Printed: 07/03/2001 10/1 112001 EXTERIOR INTERIOR Left Side Rear Floor <;~.!!!~ Left Side _.!!.-e~ u I'.---::..-_o.=t _____--.Bi"htSi~ Front Right Side Front u 1--==1 COMMENTS Unit is being taken over by Landry's Seafood - overall condition is good. Inspected By: BRIAN DEVANEY Signature: Accepted and Del. By: Freight Vendor Remarks: Received anp' Anc~e}'ted By!, Name: nb\mq-t t'\ . (please print) Page: y . . GE Capita/Modular Space modspace.com TERMS AND CONDITIONS OF LEASE AGREEMENT Form: US062998A I. Lease This transaction is an operating lease and not a sale. Customer does not ncquire through this Lease or hy payment of rental under this Lease any right. title or interest in or to the Equipment. except the right to possess and use the Equipment so long as Customer is not in default under this Lease. 2. Rental and Other Payments (a) The start of the lease term is the date on which GECMS substantially completes its scope of work tor installation, unless otherwise agreed to among the parties. Monthly rental will accrue through and including the month in which the later of the Return Date or End of the Term occurs. The "Return Date" is the date on which the Equipment is returned to GECMS in accordance with the terms of this Lease. The "End of the Term" is the date on which the term of this Lease is to expire, either originally, under a renewal term or under montiHo-month renewals as contemplated by this Lease. Rental and such other charges will be prorated on a daily basis where necessary. Unless otherwise specified in this Lease, charges for delivery and installation, initial month's rent and any applicable initial charges for the Optional Insurance Program and Damage Waiver will be due and payable at the start of the lease term, and charges for teardown and return will be due and payable at the earlier of the Return Date or the End of Tenn. After payment of the initial month's rent, each month's rent thereafter is due and payable without demand and in advance (i) at the end of eeleh thirty (30) day period fol]owing the commencement of the lease term, if a rental month is defined on the first page of this Lease as a thirty-day period or (ii) on the tirst of each month immediately following the month in which this lease commences, if a rental month is detined on the tirst page of this Lease as a calendar month. All other sums payable by Customer under this Lease are due and payable when invoiced. Unless agreed otherwise. all paymems made under this Lease will be made by Customer's check drawn on its regular bank checking account or such other form of payment as is acceptable to GECMS. All payments by Customer wi]1 be made without setofl or deduction of any kind. (b) Customer will pay GECMS for any and all sales and use taxes, other direct taxes and registration fees imposed by any city, county, state, or federal government or other taxing authorities and related directly or indirectly to the Equipment or its use, excluding federal or state taxes relating to income (all of the foregoing that Customer is to pay, "Taxes"). Taxes may be allocated by GECMS on either an individual or prorated basis for any item of Equipment based on purchase price, value, possession, use, location. rentals. delivery or operation of sueh Equipment. Taxes may include an allocation on a statewide basis of locally imposed taxes. Customer's obligations under this Subsection will survive the termination of this Lease. (c) For Customer's convenience, GECMS intends to issue invoices for amounts due under this Lease. ]1' Customer fails to pay any amount due within twenty (20) days of the due date. GECMS may impose a charge on such amount at one and one.halfpercem (]-1/2%) pemonth or the highest rate permitted by law, whichever is lower, from the due date until payment in full is received by GECMS. (d) When the Lease term exceeds eleven (II) months, the rental charge may, at GECMS's option. be adjusted upward, based upon the Consllmer Price Index, All Urban Consumers. U.S. City Average, All Items("CPI") (United States Bureau of Labor Statistics or slIch other index as may succeed the CPI), as follows: For each change of one percent (I %) in the CPI from the CPI as available immediately prior to the start date of this Lease, the rental rate will be adjusted by a factor of one percent (I %). Any adjustments wil] take effect at six (6) months following [he start date of this Lease and will be further adjusted each six (6) months thereafter. The adjustmentwil] be based on the most recent CPJ indices available prior to the invoice in which an adjustment is made. J. Deliverv and Installation (a) Customer will provide free and clear access for delivery of the Equipment by standard mobile transport vehicles. Customer will be solely responsible, at its cost, for preparation of the site on which the Equipment is to be used (th.: "Site"), including any required structural or grade alterations and identification of utility lines. Customer will provide firm and level ground on no more than a six-inch (6") slope from one end to the other for safe and unobstructed installation tor the Equipment. Site selection is the sole responsibility of Customer. (;ECl\lS ASSUMES NO LIABILITY NOR OFFERS ANY WARRANTY FOR THE FITNESS OR ADEQUACY OF. OR THE UTILITIES A V AILABLE AT THE SITE. (b) Customer will have sole responsibility, at Customer's cost. to obtain any and all licenses. titles. building and olher permits and any other approvals and certificates as may be required by law or otherwise tor the installation and placement of the Equipment and Customer's ]awful operation, possession or occupancy of the Equipment. Customer agrees that all certificates of title or registration applicable fo the Equipment will retlect GECMS's ownership of the Equipment. (c) GECMS's delivery of the Equipment is subject to delays in manufacturing, modification, delivery or installation due to fire, flood, windstorm, riot, civil disobedience. strike or other labor actions, acts of God, or any circumstances beyond GECMS's control (including but not limited to breaches by GECMS's sub.contractors or manutacturers) which delay the manufacture or modification of products or the making of deliveries in the norma! course of business. (d) The prices for delivery, instal]ation, teardown. return delivery and other "one-time" charges. the due dates of such charges and the start date of this Lease assllme accuracy of the information given to GECMS with respect to Site conditions and locations and arc subject to adjustment to the extent that the timing of or physical nature of access to the Site is or becomes limited, the Site does not have adequate load bearing or topographic qualities or is otherwise not properly prepared. utilities are not correctly located. provision of utilities is not timely or applicable licenses or permit5 are nm provided in a timely manner or Customer otherwise delays completion of GECMS's scope of work. (e) GECMS may suspend work at the Site ifGEUvlS deems the Site to be ullsafe. 4. Maintenance or Equipment (a) Customer will not move or in any way modit).' the Equipment \vithout written consent of GFCI\.1S. Notwithstanding GECMS's consent to Customer's modific:1tioll of the Equipment. Customer is liable for thc cost of the removal of such modification or n:storatioli or the Equipment upon the termination of this Lease lor the moditied Equipment. GECMS Illay rlace its name on the Equipment. and Customer will assure (hat such name i~ not removed or concealed in whole or in part. (b) Customer, at Customer's sole cost, will keep the Equipment at all times until the Return Date in good repair and operating condition. subject to ordinary wear and tear, and free of any and all liens and encumbrances. GECMS will have the right to inspect the Equipment from time to time until the Return Date and if GECMS believes the Equipment to be misused. abused or neglected. GECMS may summarily remove and repossess the Equipment at Customer's cost. (c) Customer will pertorm. execute and comply with all Laws which in any way afTect the use, operation, maintenance, or storage of the Equipment. "Laws" means all laws, rules, regulations or orders of any governmental agency or instrumentality of the United States, Canada, any state, province. municipality or other local government and all orders. writs and decrees of any court, tribunal or administrative agency r in any case which now exist or hereatter arise (including but not limited to laws governing Hazardous Substances and other environmental risks and the Americans with Disabilities Act). Customer will not make or permit any unlawful use or handling of the Equipment. (d) HAZARDOUS SUBSTANCES. (i) "Hazardous Substances" means hazardous, toxic, radioactive or bio-hazardous substances or petroleum products. (ii) Customer will not use or store Hazardous Substances in the Equipment except such substances and in such quantities as would be normal in the operation of a commercial oftice. Customer will not locate the Equipment at a remediation or nuclear site or use the Equipment for medica] laboratory testing. (iii) Ordinary wear and tear does not include contamination by Hazardous Substances. If any returned Equipment is lound to have been contaminated by Hazardous Substances during Customer's possession, GECMS may charge Customer for the clean up or may require Customer to purchase the Equipment at the then current market price charged for an uncontaminated unit. (e) Customer agrees that the Equipment leased hereunder will not be occupied by any person other than CuslOmer or ils agents, employees or invitees. The Equipment will not be used tor residential or dormitory purposes. 5. NO WARRANTY FOR MERCHANTABILITY OR FITNESS THERE ARE NO WAnRANTIES. EXPRESS OR IMPLIED. AND ALL WARRANTIES OF ANY KIND. INCLUDING ANY EXPRESS OR IMPLIED W ARRANTV OF MERCHANTABILITY OR FITNESS FUn PURPOSE. ARE IIEREBY EXCLUDED BOTH AS TO THE EQUIPMENT AND AS TO ANY INSTALLATION. MAINTENANCE OR REPAIR wonK PERFonMED BY GEC'IIS ON THE EQUIPMENT. 6. Limitation of Damages Customer does hereby expressly waive any and all claims and demands tOr loss of profits or other alleged consequentiaL incidental or punitive damages arising out of or in connection with this Lease. GECMS is not liable lor any loss or damage to any property stored. located or transported in, upon, under or around any Equipment and Customer does hereby waive any and all claims and demands tor any such loss or damage ... , . GE Capita/Modular Space modspace.com Form: US062998A TERMS AND CONDITIONS OF LEASE AGREEMENT 7. End of Lease (a) Unless specified otherwise. Customer must give GECMS sixty (60) days' prior written notice of the date on which the Equipment is to be returned. (b) If Customer, without any further written agreement, continues to possess or occupy the Equipment atter the expiration of the initial and any renewal term of Lease. with or without consent of GECMS, Customer will then be deemed to have renewed this Lease on a month-ta-month basis subject to such rate as GECMS declares to be in efTect (and in the absence of such declaration at the last monthly rate applicable to the Equipment), and GECMS may terminate such month-ta-month extensions at any lime. (c) If, at any time after the initial or any renewal term (or at GECMS's request at any time this Lease is on a month-to-month basis), GECMS requests the return of the Equipment. Customer will return the Equipment to GECMS. within live (5) days, at GECMS's designated address, at Customer's sole cost. Missing accessories. attachments or other items, repairs of any kind and restoration to original specitications whether due to Customer alterations or otherwise will remain the sole responsibility of Customer. normal wear and tear excepted. (d) Customer may terminate this Lease prior to the expiration of the Minimulll Lease Period, subject to all terms and conditions of this Lease. and the Customer will pay (in addition to tear-down and return charges) the fol]owing termination charges: i) If Customer is the tlrst user of the Equipment: the remaining unpaid rental charges for the Minimum Lease Period; ii) If Customer is 110t the tirst user: (A) if the Minimum Lease Period ("MLP") is less than three (3) rental months. four (4) times the Adjusted Weekly Lease Charge ("AWLC"); (B) if the MLP is between three (3) rental months and six (6) rental months, inclusive, eight (8) times the AWLC; if the MLP is more than six (6) rental months but one (I) year or less, twelve (12) times the AWLC; if the MLP exceeds one (I) year. fourteen (14) times the AWLC for each year, or portion thereof, of the portion of the MLP cancelled. iii) The "Adjusted Weekly Lease Charge" or "A WLC" means the Weekly Lease Charge less that portion representing amortization orany delivery, set-up, teardown. return or similar one-time charges and customer-requested modifications not provided as a separate charge under the terms of this Lease (the "Amortized One-Time Costs") In addition. Customer will pay in full the unpaid Amortized One-Time Costs. In no case will the termination charges be in excess of the rental charge forthe remainder ofMLP. 8. Indemnification - Customer hereby specifically indemnities, agrees to defend and holds harmless GECMSjts employees and agents from any and all loss, claims, liabilities, damages, tines, forfeitures. seizures, penalties and expenses (including attorneys' fees and investigative costs) (collectively "Losses") that may arise from or in connection with: (a) The loss of or damage to the Equipment prior to the Return Date because of collision, tire, lightning or theft, flood, windstorm or explosion, civil disturbance or riot or any other peril or casualty; (b) The death of or injury to, including but not limited to, damage to the property of any person (other than the Equipment) as a result of in whole or in part, the use or condition prior to the Return Date oftheEquipment (c) Any act or omission of Customer in violation of this Lease; (d) The actual or alleged storage, maintenance. use, handling, repair, or operation of the Equipment, prior to the Return Date. including but not limited to any failure to use anchor straps, any work done on. or any materials supplied to or in connection with the operation, maintenance, possession or storage of the Equipment and any loss or damage to anything stored in any of the Equipment: and (e) Any damage to Customer's property or the property of any third parties incurred during or in connection with the fulfillment of Customer's obligations by or on behalfofGECMS or the repossession or return of Equipment by GECMS in accordance with the terms of this Lease, The obligations contained in this Section 8 will survive expiration or termination of the tenn of this Lease and the Return Date. The indemnitications contained in this Section 8 will apply to any Losseswl1ether they are asserted before or after the Return Date. 9. Insurance (a) Customer. at Customer's sole cost, \vill procure and keep in full force and effect, from the initial delivery date until the return of all Equipment the following policies of insurance satisfactory to GECMS as to the insurer and as to the torm and amount of coverage, with premiums prepaid: i) Commercial General Liability Insurance with a minimum combined single limit of $1.000.000 per occurrence. written on an occurrence fonn, induding coverage tor premises, operations. contractual liability, broad form propt:rty damage, independent contractors and personal injury liability, naming GECMS as an additional insured. ii) Commercial Property Insurance protecting against all loss and damages. at full replacement cost, sustained or suffered due to the loss of or damage to the Equipment as a result of collision, tire, lightning, theft, flood, windstorm.explosion or any other casualty, naming GECMS as a loss payee. (b) Customer will deliver certificates evidencing all sllch insurance to GECMS within fourteen (14) days atter delivery of the Equipment to Customer's site, time being of the essence; except that. if Customer ekcts to enroll in the Optional Insurance Program or the Damage Waiver Option. Customer will not have to deliver certiticates of insurance to GECMS for the type of risks covered by the Optional Insurance Program or Damage Waiver Option a~ elected by Customer. Each certificate wil] state that such insurance will not tenninate or be materially changed without thirty (30) days' prior written notice to GECMS. (c) If Customer fails to deliver the insurance certificate as required by paragraph (b) on the date required, Customer will be in ddault under this Lease. In addition to all the other remedies for default under this Lease. GECMS may (i) impose upon Customer a one-time fee for insurance processing of One Hundrt:d Dollars ($100) and (ii) assess as additional rt:nl :lll uninsured lessee Ice ot" ten percent (10%) of the monthly rental from the start of th~ lease term until the required insurance certiticate is delivered to GECMS. (d) Obtaining insurance as described above, including the Optional Insurance Program, will not atfect Customer's obligations and indemniiies under this Lease, and the loss, damage to. or destruction of any of the Equipment will neither terminate this Lease nor. except to the extent that GECMS is actually compensated by insurance paid for by Customer. relieve Customer of any of Customer's liability under this Lcasc_ 10. Optional Insul'"allce and Damage Waive.. (a) In certain circumstances, Customer may choose (i) to enroll in an Optional Insurance Program to cover general liability risks (the "Optional Insurance Program") or (ii) to accept a Damage Waiver Option to cover damage to the Equipment (the "Damage Waiver Option") or (iii) to elect both options, If the Optional Insurance Program or the Damage Waiver Option is available and Customer, in writing prior to delivery of the Equipment to the site, elects to enroll in the Optional Insurance Program or accept the Damage Waiver Option, then. Section 10(b) will apply if Customer elects to enroll in the Optional Insurance Program and, Section 10(c) will apply if Customer accepts the Damage Waiver Option. (b) The Optionallnsur:lllce Program is fully described in an Outline of Coverage ("the "Outline of Coverage") which Customer has received and reviewed prior to any election to enroll in the Optional Insuranct: Program. All questions regarding the Optional Insurance Program will be answered by the qualified li~ens~d insurance agent identified in the Outline of Coverage. If Customer properly elects to enroll ill the Optional Insurance Program, so long as such coverage IS stili in full force and effect. Customer will not be required, under this Lease, to carry additional commercial liability insurance as required by Section 9(a)(i), (c) If the Damage Waiver Option is properly elected and so long as Customer timely pays the additional fee specified for such Damage Waiver Option, Customer will not be required. under the terms of this Lease, to carry any additional commercial property insurance as required by Section 9(a)(ii) and Customer will not be liable to GECMS in excess of $500 per unit of Equipment for loss or damage specified in Section 8(41), except Customer will not be relieved of liability if Customer violates any other provision of this Lease, THE DAI\'IAGE WAIVER IS NOT INSURANCE COVERAGE. (d) Customer's coverage under the Optional Insurance Program or acceptance of the Damage Waiver Option may be cancelled by either party and rates for coverage under the Optional Insurance Program or fees for the Damage Waiver Option may be changed upon thirty (30) days' prior written notice. If the Optional Insurance Program or Damage Waiver Option is, lor any reason, cancelled. Customer will provide to GECMS evidence of policies of insurance as set forth in Sections 9(a)(i) or 9(a)(ii), as appropriate. within ten (10) days prior to the etTective date of such cancellation. (e) The coverage provided under the Optional Insurance Program and the limitation of liability LInder the Damage Waiver Option does not extend to the transportation of Equipment or its contents and, only extends to Equipment installed on ground level. (f) The Damage Waiver Option \vill not be binding upon GECMS unless an}' loss. damage. injury or claim is reported to GECMS in writing within seventy-two (72) hours of the occurrence orany such event. Customer will also provide any intormation in regard to such event that GECMS reasonably requests. . GE Capita/Modular Space mods pace. com Form: US062998A TERMS AND CONDITIONS OF LEASE AGREEMENT I 1. Default The occurrence afone or more orlhe following in clauses (a) - (e) helaw will constitute an Event of Default under this Lease: (a) Customer fails to pay when due any rental paymelH or any otherpaymem due under this Lease or fails (0 perform its obligations under Section 9 orlhis Lease; (b) Customer fails to perform or observe any olher term or condition under this Lease and such failure remains unremedied for more than ten (10) days after such failure to perfonn or observe; (c) Customer or any person or entity which col1trols more than fifty percent (50%) of Customer's equity (a "Control Person") or any guarantor of any of Customer's obligations hereunder (a "Guarantor") (i) becomes insolvent, (ii) becomes subject to any voluntary or involuntary bankruptcy or reorganization proceedings, (iii) commits an act of bankruptcy. (iv) makes an assignment for the beneHt of creditors. (v) appoints or submits to the appointment of a receiver for all or any of its assets. (vi) admits in writing its inability to pay its debts as they become due or (vii) enters into any type of voluntary or involuntary liquidation or dissolution; (d) Customer. any Control Pl:rson or all~ Guarantor defaults under any other agrl:ement with GECMS or any aniliate of GECMS; and (e) Any letter of credit guaramy or other security given to secure the perlormance of Customer's obligations under this Lease expires, terminates or in the reasonable opinion ofGECMS becomes worthless. Upon the occurrence of an Event of Default, GECMS will have the option to declare the entire balance of rent for the remainder of the stated lease term immediately due and payable and to accelerate and make immediately due and payable any other amounts owing under this Lease. GECMS will also have the option to retake and retain any or all of the Equipment free of all rights of Customer without any further liability or obligation to redeliver any of the Equipment to Customer, and Customer hereby grants GECMS the right to enter upon any premises where all or any of the Equipment is located in order to take possession of and remove such Equipment. (Notwithstanding the foregoing, if an Event of Default occurs under clause (c) above. such accelerations will occur automatically without the need for declaration.) Customer will pay to GECMS on demand all fees, costs and expenses incurred by GECMS in enforcing its rights under this Lease. including without limitation reasonable attorneys' fees. The remedies provided in favor ofGECMS will be cumulative and in addition to all other remedies provided in this Lease or existing at law or in equity. No action taken by GECMS pursuant to this Section liar Section 13 will release Customer from Customer's covenants. obligations and indemnities provided under this Lease, including but not limited to Customer's obligation for the payment of rentals provided in this Lease. If GECMS retakes possession of the Equipment or any part of the Equipment and there is at the time of such retaking. in, upon or attached to such repossessed Equipment. any other property. goods or things of value owned by Customer or in the custody or control of Customer, GECMS is authorized to take possession of such other property_ goods or things and hold the same for Customer, at Customer's sole cost. either in GECMS's possession or in public storage. at GECMS's sole discretion. 12. GECMS' Right To Cure If Customer defaults in any of its obligations under this Lease. whether or not an Event of Default then exists, GECMS may pay all amounts or perform or cause to be performed all obligations required to he paid or performed by Customer under this Lease and recover from Customer as additional rent all amounts so paid or the reasonable value of all services so performed. 13.Set-Off Without limiting any other provision of this Lease. upon the occurrence of an Event of Default GECMS will have the immediate right. without notice, demand or other action, to set-off against Customer any amounts GECMS may hold as prepayments or deposits for GECMS liabilities to Customer whether or not then due to Customer. Unless otherwise prohibited by law. GECMS will be deemed to have exercised such right to set-off and to have made a charge against any such sums immediately upon the occurrence of any EventofDefault by Customer. 14.Assignment. Amendment. J\.loditication. Miscellaneous (a) Customer will not have the right to assign this Lease or to sublet, rent or otherwise hire out or transter possession of any of the Equipment to any person or entity other than GECMS. without the prior written consent of GECMS. GECMS may assign this Lease and the rentals reserved under this Lease. If GECMS makes such an assignment, the assignee will acquire all rights and remedies possessed by or available to GECMS under this Lease. (b) This Lease contains the entire agreement between the parties pertaining to the subject matter of this Lease. No agreements. representation or understandings not specifically contained in this Lease will be binding upon any of the parties hereto unless reduced to writing and signed by the parties to be bound thereby. Any amendment, modification or addendum to this Lease will not be binding on GECMS unless signed by an authorized ofticer of GECMS. This Lease will be governed as to its construction. imerpretation and ctl'ect by the laws of the Commonwealth of Pennsylvania without regard to principles of choice of laws. , 1 Addendum to Lease A2reement Nos. 939818 and 939821 This addendum is hereby included and made part of Lease Agreement Nos,939818 and 939821 (Agreement), dated J'J~ Z'!# 7rwc , executed by and between "GE Capital Modular Space. a division of Transport International Poo ,'Inc." (GECMS) and "City of Corpus Christi" (Customer), In the event of conflict, the terms and conditions herein shall supersede those contained in the aforementioned Agreements. o Cover page, paragraph above signature lines: delete the word "None" and insert "Any documents pertaining to Customer's acceptance of tile Optional Insurance and/or Damage Waiver, as specified within Section I 0 herein." o Section 2(b): insert the following at the end of the last sentence. "solely for amounts owed during the period ofCustomer's occupancy of the Equipment." o Section 2( d): delete in its entirety. o Section 5, line 3: after the word "purpose", insert" other than that as represented by Customer" o Section 7(c): delete the first sentence and insert" Ifat any time after the initial or any renewal term GECMS requests the return of the Equipment. GECMS must give Customer sixty (60) days written notice to vacate and schedule and cause the return of the equipment to GECMS's designated address at the expiration ofthattime.. Customer shall be charged dismantling and return fees. o Section 7(d)(i): delete o Add Section 7(d)(iv): This Agreement is subject to the annual budget/appropriation process of Customer. If revenue funds are not appropriated for the upcoming tiscal year, Customer may terminate the Agreement, without termination penalty as described in (ii) and (iii) herein above. only at the end of the current tiscal year." o Section 8, line 1: delete" Customer hereby..... .agents from" and insert "Except to the extent of the negligence ofGECMS and to the extent not prohibited by the statutes of the State of Texas and the Texas Constitution, Customer will be responsible for" o Section 8(e), line 3: insert "To the extent not prohibited by the statutes of the State of Texas and the Texas Constitution." before the the words "The obligations". In addition. delete "indemnifications" and insert "Customer responsibilities and obligations" o Add Section 11(f) : GECMS shall not enact a lien on any City property as a result of default and/or enforcement of this Agreement." o Section 14: delete" Commonwealth of Pennsylvania" and insert "State of Texas" - - Approved: City of Corpus Christi Name and Title: Date: -I ?--ilv I ~ ..RI GE Capital Modular Space, a division of Transport International Pool, Inc. A""o'""';~"o'fVr:~ ' Name and Title:;; .fJ, t/~ Date: 10/&/ An<.sT: ARMANDO C}l'PA aT\" :"):(.HETAAY ~ Approved as to form: Jame . Bray Jr Ci 'A e ~ ~i:=:' J 1/1) (J d' r:i \ l(-'bC r1-':.L.l.:m.:.......... AU I NUI\l," \ \ \'L \ '-'I iY COUNCIL ...._.,...._ J..Lp. Ct -....-----~i:.r;;i:.TAP;;\~ '-t\ 2 - - GE Capital Brian Devaney Sales Representative General Electric Capital Corporation GE Capital Modular Space 6161 Ayers St Corpus Christi TX, 78415 PH,361-852.7586 FX,361-857-0730 HTTP://WWW.MODSI.ACE.COM 10/11/01 David R, Garcia C/O Marco A. Cisneros City of Corpus Christi PO Box 9277 Corpus Christi, TX 78469 RE: Unit #'s 082314 & 082315 Mr. Garcia, As discussed in my meetings with Peter Davidson at T-Head Marina, GE Capital will be billing you the Damage Waiver for the two office trailers located at the Lawrence Street T -Head Marina. This letter serves as a confirmation of that conversation, Because you have elected to take our waiver only GE Capital or one of our approved sub- contractors will be allowed to dismantle and move the trailers In the event of a storm/hurricane GECMS will not guarantee that we will be able to get the units moved. The property damage waiver carries a $500.00 per unit per incident deductible. Should time allow us to remove the units all costs incurred will be passed on to the City of Corpus Christi. Please acknowledge recipet of letter by signing below Sincerely. Brian Devanr/ x Da id R, Garcia, City Manager or his Designee " GtDt1~ K, Noe) ~(-tL, u.~{VltA.~er , 1 - GE Capital Modular Space modspace.com LEASE AGREEMENT NO.: 939821 ACCOUNT NO,: 676403 RETURN EQUIPMENT TO GECMS: CORPUS CHRISTI 6161 AYERS CORPUS CHRISTI TX 78415-5905 Telephone: 361-852-7586 1-800-523-7918 Fax: 361-857-0730 GE CAPITAL MODULAR SPACE, a division of Transport International Pool, Inc" a Pennsylvania corporation ("GECMS") hereby leases the equipment specified below (the "Equipment'l) to: CITY OF CORPUS CHRISTI PO. BOX 9277 CORPUS CHRISTI TX 78469-9277 Customer Contact: Telephone: Fax: P,O.#: The Equipmen\ will be located at (subject to Section 4 on attached page): Peter M. Davidson 361-882-7333 361-883-4778 T-Head T-Head Marina Corpus Christi TX 78408 Customer hereby leases Equipment from GECMS for a minimum period of 11- months (the "Minimum Lease Period") from the start of the lease term in accordance with the terms and conditions of this Lease Agreement including thp. terms and conditions set forth on the attached page (this "Lease"), Rental month is defined as a thirty-day period. Customer agrees to pay GECMS without demand and in advance the monthly rental and other charges on the due dates set forth in this Lease. The anticipated delivery date for the Equipment, subject to Section 3(c) on the attached page, will be on or about the 2nd dav of Julv. 2001, Customer hereby accepts the Damage Waiver subject to Section lOon the attached page. ~ Ok-, Initial -------- --Unit Class --- ---- --- 082315 SNGL14 ___________ ______m Width ,~"-'l9th 14' 60' Serial No. ------------- -- 1266367 -- ----M-onthly- YY~ekIY___n~-nP_an_y - '----$543. 00_nH2.!..~~ ttZ:85 Insurance Value ,____________n j37,98l, ONE TIME CHARGES --------- ------ RETURN DELIVERY _______~_~____ n_____ BUILDING RETURN' ---- -----~,.--------_.----- ----------- -----..-- DI~I;1i\NTlINI3._____ d ,_ _..____ UNBLOCK' '--REMOVE ANCHORSfmiooWNS' -- n',::Jfu-L24 at $2Z-5ilj .---.---:::::::__== '.' Billed at Termination Total $295, 00 _ J3~. 00 $54000 $1.160,00 MONTHLY CHARGES ---------- UNIT ___ __n _n______________________n___ _ Insurance/Waiv~~f_b~!.~~________________ Damage Waiver __ __ .__________. (Units 1 at $1.05= $,1 Q5..perd.eyl.__. ___J5~3cOO_ Total . ._$31~_ $574,50 DAILY: WEEKLY: $17,85 $124,96 No agent, employee or representative of GECMS has any authority to make any representation or warranty concerning the Equipment that is not specifically included in this Lease. Unless specifically identified in this Lease, this Lease supersedes all prior negotiations, proposals and documentS. This Lease will not be subject to any additional provision that may be contained in the Customer's purchase order, although Customer's purchase order number may be used by the parties as a convenient reference for invoicing purposes. The attached page (Form No.US062998A) contains Terms and Conditions that form an integral part of this Lease. Those terms and conditions include but are not limited to disclaimers of warranties of merchantability and fitness and limitations on damages. The only other documents that form a part of this lease are: NONE. liB" By: I1J. I ir;/~ EXHIBIT J T 1"'-' e GE Capital Modular Space modspace.com LEASE AGREEMENT NO., 939821 ACCOUNT NO., 676403 RETURN EQUIPMENT TO GECMS: CORPUS CHRISTI 6161 AYERS CORPUS CHRISTI TX 7841 5-5905 Telephone, 361-852-7586 1-800-523-7918 Fax: 361-857-0730 (Continued) No agent, employee or representative of GECMS has any authority to make any representation or warranty concerning the Equipment that is not specifically included in this Lease. Unless specifically identified in this Lease, this Lease supersedes all prior negotiations, proposals and documents. This Lease will not be subject to any additional provision that may be contained in the Customer's purchase order, although Customer's purchase order number may be used by the parties as a convenient reference for invoicing purposes. The attached page (Form No.US062998A) contains Terms and Conditions that form an integral part of this Lease. Those terms and conditions include but are not limited to disclaimers of warranties of merchantability and fitness and limitations on damages. The only other documents that form a part of this lease are: NONE. uthorized agents, with the intent to be legally bound. this..7!!.,d .2llC> I . Name BRIAN DEVANEY Name (please print) Accepted and Del. By: -..__._~ FreIQhtVendOr---"---~---- Dale' Remarks: Received and Accepted By: Name: Date: (please print) Approved as to form: Jame . Bray Jr City ney < , - GE Capital Modular Space modspace.com INSPECTION DELIVERY BRANCH: 622 CORPUS CHRISTI 6161 AYERS CORPUS CHRISTI. TX 78415-5905 Telephone: 361-852-7586 Fax: 361-857-0730 CITY OF CORPUS CHRISTI T-Head Marina Corpus Christi TX 78408 Customer Contact: Telephone: Fax: Customer #: Lease P,O. #: Peter M. Davidson 361-<182-7333 361-<183-4778 676403 T-Head Unit: 082315 Lease No: 939821 Inspection Id: 000005 Serial No: 1266367 Overall Unit Size 14' O. x 64' O. Inspection Date: Date Printed: 07/03/2001 10/11/2001 EXTERIOR INTERIOR Left Sl~__~_ J!~~r_. F1P2!...- Ceiling left Side -------------- Rear u .---=-. --' Right Sid~__ Front Right Side _______---1 -.front u F==='~ COMMENTS Unit being taken over on site by Landry's seafood. Overall condition is very good. Inspected By: BRIANJ)EVANEY Signature: Accepted and Del. By: Freight Vendor Remarks: Received and A pt Name: (please print) Page: .. , . GE Capita/Modular Space mods pace. com Form: US062998A TERMS AND CONDITIONS OF LEASE AGREEMENT 1. Lease This transaction is an operating lease and not a sale. Customer does not acquire through this Lease or by payment of rental under this Lease any right. title or interest in or to the Equipment. except the right to possess and use the Equipment so long as Customer is not in default under this Lease. 2. Rental and Other Pavments (a) The start of the lease term is the date on which GECMS substantially completes its scope of work for installation, unless otherwise agreed to among the parties. Monthly rental will accrue through and including the month in which the later of the Return Date or End of the Term occurs. The "Return Date" is the date on which the Equipment is returned to GECMS in accordance with the terms of this Lease. The "End of the Term" is the date on which the term of this Lease is to expire, either originally. under a renewal term or under month-to-month renewals as contemplated by this Lease. Rental and such other charges will be prorated on a daily basis where necessary Unless otherwise specified in this Lease. charges tor delivery and installation, initial month's rent and any applicable initial charges for the Optional lnsurance Program and Damage Waiver will be due and payable at the Slan of the lease term. and charges for teardown and return will be due and payable at the earlier of the Return Date or the End of Term. After payment of the initial month's rent, each month's rent thereafter is due and payable without demand and in advance (I) at the end of each thiny (30) day period following the commencement of the lease term, if a rental month is defined on the first page of this Lease as a thirty-day period or Oi) on the first of each month immediately following the month in which this lease commences. if a rental month is defined on the tirst page of this Lease as a calendar month. All other sums payable by Customer under this Lease are due and payable when invoiced. Unless agreed otherwise. ail payments made under this Lease will be made by Customer's check drawn on its regular bank checking account or such other form of payment as is acceptable to GECMS. All payments by Customer will be made without setoff or deduction of any kind. (b) Customer will pay GECMS for any and all sales and use taxes, other direct taxes and registration fees imposed by any city. county. state. or federal government or other taxing authorities and related directly or indirectly to the Equipment or its use. excluding federal or state taxes relating to income (all of the foregoing that Customer is to pay, "Taxes"). Taxes may be allocated by GECMS on either an individual or prorated basis for any item of Equipment based on purchase price, value, possession, use, location. rentals. delivery or operation of such Equipment. Taxes may include an allocation on a statewide basis of locally imposed taxes. Customer's obligations under this Subsection will survive the termination of this Lease. (c) For Customer's convenience, GECMS intends to issue invoices for amounts due under this Lease. If Customer fails to pay any amount due within twenty (20) days of the due date, GECMS may impose a charge on such amount at one and one-half percent (1~1/2%) pemonth or the highest rate permitted by law. whichever is lower. from the due date until payment in full is received by GECMS. (d) When the Lease term exceeds eleven (II) months, the rental charge may. at GECMS's option. be adjusted upward, based upon the Consumer Price Index, All Urban Consumers. U.S. City Average. All Items("CPI") (United States Bureau of Labor Statistics or such other index as may succeed the CPI), as follows: For each change of one percent (I %) in the CPI from the CPI as available immediately prior to the start date of this Lease, the rental rale will be adjusted by a factor of one percent (1%). Any adjustments will take effect at six (6) months following the start date of this Lease and will be further adjusted each six (6) months thereafter. The adjustment will be based On the most recent CPI indices available prior to the invoice in which an adjustment is made. 3. Deliverv and Installalion (a) Customer will provide free and clear access for delivery of the Equipment by standard mobile transport vehicles. Customer will be solely responsible, at its cost, for preparation of the site on which the Equipment is to be used (the "Site"), including any required structural or grade alterations and identification of utility lines. Customer will provide firm and level ground on no more than a six.inch (6") slope from one end to the other for safe and unobstructed installation for the Equipment. Site selection is the sole responsibility of Customer. GECl\'1S ASSUMES NO LIABILITY NOR OFFERS ANY WARRANTY FOR THE FITNESS OR ADEQUACY OF. OR THE UTILITIES A V AILABLE AT THE SITE. (b) Customer will have sole responsibility, at Customer's cost. to obtain any and all licenses. titles, building and other permits and any other approvals and cenificates as may be required by law or otherwise for the installation and placement of the Equipment and Customer's lawful operation, possession or occupancy of the Equipment. Customer agrees that all certificates of title or registration applicable to the Equipment will reflect GECMS's ownership of the Equipment. (c) GECMS's delivery of the Equipment is subject to delays in manufacturing, modification. delivery or installation dut: to tire, flood. windstorm, riot, civil disobedience, strike or other labor actions. acts of God. or any circumstances beyond GECMS's control (including but not limited to breaches by GECMS's sub-contractors or manufacturers) which delay the manufacture or modification of products or the making of deliveries in the normal course of business. (d) The prices for delivery, installation. teardown, return delivery and other "one-time" charges, the due dates of such charges and the start date of this Lease assume accuracy of the information given to GECMS with respect to Site conditions and locations and are subject to adjustment to the extent that the timing of or physical nature of access to the Site is or becomes limited, the Site does not have adequate load bearing or topographic qualities or is otherwise not properly prepared. utilities are not correctly located, provision of utilities is not timely or applicable licenses or permits are not provided in a timely manner or Customer otherwise delays completion of GECMS's scope nf work. (e) GECMS may suspend work at the Site ifGECt\.1S deems the Site to be unsafe. 4. Maintenance of Equipment (a) Customer will not move or in any way modify the Equipment without written consent of GECMS. Notwithstanding GECMS's consen~ to Customer's modification of the Equipment. Customer is liable tor the cost of the removal of such modification or restoration of the Equipment upon the termination of this Lease for the modified Equipment. GECMS may place its name on the Equipment. and Customer will assure that sllch name is not removed or concealed in whole or in part. (b) Customer, at Customer's sole cost, will keep the Equipment at all times until the Return Date in good repair and operating condition, subject to ordinary wear and tear. and free of any and all liens and encumbrances. GECMS will have the right to inspect the Equipment from time to time un:il the Return Date and if GECMS believes the Equipment to be misused, abused or neglected, GECMS may summarily remove and repossess the Equipment at Customer's cost. (c) Customer will perform, execute and comply with all Laws which in any way affect the use. operation, maintenance, or storage of the Equipment. "Laws" means all laws, rules, regulations or orders of any governmental agency or instrumentality of the United States, Canada. any state. province, municipality or other local government and all orders, writs and decrees of any coun, tribunal or administrative agency, in any case which now exist or hereafter arise (including but not limited to laws governing Hazardous Substances and other environmental risks and the Americans with Disabilities Act). Customer will not make or permit any unlawful use or handling of the Equipment. (d) HAZARDOUS SUBSTANCES. (i) "Hazardous Substances" means hazardous. toxic. radioactive or bio-hazardous substances or petroleum products. (ii) Customer will not use or store Hazardous Substances in the Equipment. except such substances and in such quantities as would be normal in the operation of a commercial otlice. Customer wiJI not locate the Equipment at a remediation or nuclear site or Lise the Equipment for medical laboratory testing. (iii) Ordinary wear and tear does not include contamination by Hazardous Substances. If any returned Equipment is tound to have been contaminated by Hazardous Substances during Customer's possession, GECMS may charge Customer for the clean up or may require Customer to purchase the Equipment at the then current market price charged for an uncontaminated unit. (e) Customer agrees that the Equipment leased hereunder will not be occupied by any person other than Customer or its agents, employees or invitees. The Equipment will not be used for residential or dormitory purposes. 5, NO WARRANTY FOR MERCHANTABILITY OR FITNESS THERE ARE NO WARRANTIES. EXPRESS OR IMPLIED. AND ALL WARRANTIES OF ANY KIND, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. ARE HEREBY EXCLUDED BOTH AS TO THE EQIJIPMENT AND AS TO ANY INST ALLA TION. MAINTENANCE OR REPAIR WORK PERFORMED BY GECMS ON THE EQlJIPMENT, 6. Limitation of Damages Customer does hereby expressly waive any and all claims and demands for loss of profits or other alleged consequential, incidental or punitive damages arising out of or in connection with this Lease. GECMS is not liable tor any loss or damage to any propeny stored, located or transported in. upon. under or around any Equipment and Customer does hereby waive any and all claims and demands tor any such loss or damage. - - . GE Capita/Modular Space modspace.com Form: US062998A TERMS ANO CONDITIONS OF LEASE AGREEMENT 7. End of Lease (a) Unless specified otherwise. Customer must give GECMS sixty (60) days' prior wriUen notice aftlle date on which the Equipment is to be returned. (b) If Customer. without any further written agreement continues to possess or occupy the Equipment after the expiration of the initial and any renewal term of Lease. with or without consent of GECMS, Customer will then be deemed to have renewed this Lease on a month-to~month basis subject to such rate as GEeMS declares to he in effect (and in the absence of such declaration at the last monthly rate applicable to the Equipment), and GECMS may tenninate such month-ta-month extensions at any time. (c) If. at any time after the initiai or any renewal term (or at GECMS's request at any time this Lease is on a month-to-month basis), GECMS requests the return of the Equipment, Customer will return the Equipment to GECMS, within tive (5) days, at UECMS's designated address, at Customer's sole cost. Missing accessories, attachments or other items, repairs of any kind and restoration to original specifications whether due to Customer alterations or otherwise will remain the sole responsibility of Customer, normal wear and tear excepted. (d) Customer may terminate this Lease prior to the expiration of the Minimum Lease Period, subject to all tenns and conditions of this Lease, and the Customer will pay (in addition to tear-down and return charges) the following tennination charges: i) If Customer is the tirst user of the Equipment: the remaining unpaid rental charges for the Minimum Lease Period; ii) If Customer is not the tirst user: (A) if the Minimum Lease Period ("MLP") is less than three (3) rental months, four (4) times the Adjusted Weekly Lease Charge ("AWLC"); (8) if the MLP is between three (3) rental months and six (6) rental months, inclusive, eight (8) times the AWLC; if the MLP is more than six (6) rental months but one (I) year or less, twelve (12) times the AWLC; if the MLP exceeds one (I) year, fourteen (14) times the A WLC for each year, or portion thereot~ of the portion of the MLP cancelled. iii) The "Adjusted Weekly Lease Charge" or "A WLC" means the Weekly Lease Charge less that portion representing amortization of any delivery, set-up, teardown, return or similar one-time charges and customer-requested moditications not provided as a separate charge under the terms of this Lease (the "Amortized One-Time Costs") In addition. Customer will pay in full the unpaid Amortized One-Time Costs. In no case will the termination charges be in excess of the rental charge forthe remainder ofMLP. 8. Indemnification Customer hereby specitically indemnifies, agrees to defend and holds harmless GECMS;ts employees and agents from any and all loss, claims. liabilities. damages, fines, forfeitures. seizures, penalties and expenses (including attorneys' fees and investigative costs) (collectively "Losses") that may arise from or in connection with: (a) The loss of or damage to the Equipment prior to the Return Date because of collision, fire. lightning or theft, flood, windstorm or explosion, civil disturbance or riot or any other peril or casualty; (b) The death of or injury to, including but not limited to, damage to the property of. any person (other than the Equipment) as a result ot: in whole or in part, the use or condition prior to the Return Date oftheEquipment; (c) Any act or omission of Customer in violation of this Lease; (d) The actual or alleged storage, maintenance. use. handling, repair, or operation of the Equipment, prior to the Return Date, including but not limited to any failure to use anchor straps, any work done on. or any materials supplied to or in connection with the operation, maintenance, possession or storage of the Equipment and any loss or damage to anything stored in any of the Equipment; and (e) Any damage to Customer's property or the property of any third parties incurred during or in connection with the fulfillment of Customer's obligations by or on behalf ofGECMS or the repossession or return of Equipment by GECMS in accordance with the terms of this Lease. The obligations contained in this Section 8 will survive expiration or termination of the tenn of this Lease and the Return Date. The indemnifications contained in this Section 8 will apply to any Losseswhether they are asserted before or after the Return Date. 9. Insurance (a) Customer, at Customer's sole cost, will procure and keep in full force and elfect. from the initial delivery date until the return of all Equipment the following policies of insurance satisfactory to GECMS as to the insurer and as to the form and amount of coverage, with premiums prepaid: i) Commercial General Liability Insurance with a minimum combined single limit of $1,000,000 per occurrence, written on an occurrence fonn, including coverage for premises, operations, contractual liability, broad form property damage, independent contractors and personal injury liability, naming GECMS as an additional insured. ii) Commercial Property Insurance protecting against all loss and damages, at full replacement cost, sustained or sutfered due to the loss of or damage to the Equipment as a result of collision. tire, lightning, theft, flood, windstorm.explosion or any other casualty, naming GECMS as a loss payee. (b) Customer wi]1 deliver certiticates evidencing all such insurance to GECMS within fourteen (14) days after delivery of the Equipment to Customer's site, time being of the essence; except that, if Customer eiects to enroll in the Optional Insurance Program or the Damage Waiver Option, Customer will not have to deliver certiticates of insurance to GECMS for the type of risks covered by the Optional Insurance Program or Damage Waiver Option as elecll'd by Customer. Each certificate will state that such insurance will not terminate or be materially changed without thirty (30) days' prior written notice to GECMS. (c) If Customer fails to deliver the insurance certificate as required by paragraph (b) on the date required, Customer will be in default under this Lease. In addition to al] the other remedies for default under this Lease. GECMS mny (i) imposc upon Customer a one-time fee for insurance processing of One Hundred Dollars ($ I 00) and (ii) assess as additional rent all uninsured lessee fee 01' ten percent (10%) of the monthly rental from the start of the lease term until the required insurance ceniticmc is delivered to GECMS. (d) Obtaining insurance as described above, including the Optional Insurance Program, will not atfect Customer's obligations and indemnities under this Lease, and the loss, damage to, or destruction of any of the EGuipment will neither tenninate this Lease nor, except to the extent that GECMS is actually compensated by insurance paid for by Customer. relieve Customer of allY of Customer's liability under this Lease 10. Optional Insurance and Damage Waiver (a) In certain circumstan.:es, Customer may choose (i) to enroll in an Optional Insurance Program to cover general liability risks (the "Optional Insurance Program") or (ii) to accept a Damage Waiver Option to cover damage to the Equipment (the "Damage Waiver Option") or (iii) to elect both options. If the Optional Insurance Program or the Damage Waiver Option is available and Customer, in writing prior to delivery of the Equipment to the site, elects to enroll in the Optional Insurance Program or accept the Damage Waiver Option. then. Section 10(b) will apply if Customer elects to enroll in the Optional Insurance Program and, Section 10(c) will apply if Customer accepts the Damage Waiver Option. (b) The Optional Insurance Program is fully described in an Outline of Coverage ("the "Outline of Coverage") which Customer has received and reviewed prior to any election to enroll in the Optional Insurance Program. All questions regarding the Optional Insurance Program will be answered by the qualified licensed insurance agent identified in the Outline of Coverage. If Customer properly elects to enroll in the Optional Insurance Program, so long as such coverage IS still in full force and effect, Customer will not be required, under this Lease, to carry additional commercial liability insurance as required by Section 9(a)(i). (c) If the Damage Waiver Option is properly elected and so long as Customer timely pays the additional fee specified for such Damage Waiver Option, Customer will not be required, under the tenns of this Lease, to carry any additional commercial property insurance as required by Section 9(a)(ii) and Customer will not be liable to GECMS in excess of $500 per unit of Equipment for loss or damage specified in Section 8(a), except Customer wil] not be relieved of liability if Customer violates any other provision of this Lease. THE DAMAGE WAIVER IS NOT INSURANCE COVERAGE. (d) Customer's coverage under the Optional Insurance p;ogram or acceptance of the Damage Waiver Option may be cancelled by either party and rates for coverage under the Optional Insurance Program or fees tor the Damage Waiver Option may be changed upon thirty (30) days' prior written notice. If the Optional Insurance Program or Damage Waiver Option IS. for any reason. cancelled, Customer will provide to GECMS evidence of policies of insurance as set forth in Sections 9(a)(i) or 9(a)(ii), as appropriate. within ten (10) days prior to the effective date of such cancellation. (e) The coverage provided under the Optional Insurance Program and the limitation of liability under the Damage Waiver Option does not extend to the transportation of Equipment or its contents and, only extends to Equipment installed on ground level. (f) The Damage Waiver Option will not he binding upon GECMS unless any loss, damage, injury or claim is reported to GECMS in writing within seventy-two (72) hours of the occurrence of any sllch event. Customer will also provide any information in regard to such event that GECMS reasonably requests. ... " . GE Capita/Modular Space mods pace. com Form; US062998A TERMS AND CONDITIONS OF LEASE AGREEMENT 1 I. Default The occurrence afone or more of the following in clauses (a) - (e) below will constitute an Event of Default under this Lease: (a) Customer fails to pay when due any rental payment or any other payment due under this Lease or fails to perform its obligations under Section 9 of this Lease; (b) Customer fails to perform or observe any other term or condition under this Lease and such failure remains unremedied for more than ten (10) days after such failure to perform or observe; (c) Customer or any person or entity which controls more than fifty percent (50%) of Customer's equity (a "Control Person") or any guarantor of any of Customer's obligations hereunder (a "Guarantor") (i) becomes insolvent Oi) becomes subject to any voluntary or involuntary bankruptcy or reorganization proceedings, (iii) commits an act of bankruptcy. (iv) makes an assignment for the bene tit of creditors. (v) appoints or submits to the appointment of a receiver for all or any of its assets. (vi) admits in writing its inability to pay its debts as they become due or (vii) enters Into any type of voluntary or involuntary liquidation or dissolution; (d) Customer, any Control Person or any Guarantor defaults under any other agreement with DECMS or any affiliate of DECMS; and (e) Any letter of credit guaranty or other security given to secure the pertormance of Customer's obligations under this Lease expires, terminates or in the reasonable opinion of DECMS becomes worthless. Upon the occurrence of an Event of Default, GECMS will have the option to declare the entire balance of rent for the remainder of the stated lease term immediately due and payable and to accelerate and make immediately due and payable any other amounts owing under this Lease. DECMS will also have the option to retake and retain any or all of the Equipment free of all rights of Customer without any further liability or obligation to redeliver any of the Equipment to Customer, and Customer hereby grants GECMS the right to enter upon any premises where all or any of the Equipment is located in order to take possession of and remove such Equipment (Notwithstanding the foregoing, if an Event of Default occurs under clause (c) above, such accelerations will occur automatically without the need for declaration.) Customer will pay to GECMS on demand all fees, costs and expenses incurred by GEeMS in enforcing its rights under this Lease, including without limitation reasonable attorneys' fees. The remedies provided in favor of GECMS will be cumulative and in addition to all other remedies provided in this Lease or existing at law or in equity. No action taken by GECMS pursuant to this Section II or Section 13 will release Customer from Customer's covenants. obligations and indemnities provided under this Lease, including but not limited to Customer's obligation for the payment of rentals provided in this Lease. If DECMS retakes possession of the Equipment or any part of the Equipment and there is at the time of such retaking, in, upon or attached to such repossessed Equipment, any other property, goods or things of value owned by Customer or in the custody or control of Customer, GECMS is authorized to take possession of such other property, goods or things and hold the same tor Customer. at Customer's sole cost. either in GECMS's possession or in public storage, at GECMS's sole discretion. 12. GECl\IS' Right To Cure If Customer defaults in any of its obligations under this Lease. whether or not an Event of Default then exists. GECMS may pay all amounts or perform or cause to be performed all obligations required to be paid or performed by Customer under this Lease and recover from Customer as additional rent all amounts so paid or the reasonable value of all services so performed. l3.Sef-Off Without limiting any other provision of this Lease. upon the occurrence of an Event of Defalllt, UECMS will have the immediate right, without notice. demand or other action, to set-off against Customer any amounts GECMS may hold as prepayments or deposits for GECMS liabilities to Customer whether or not then due to Customer. Unless otherwise prohibited by law, GEeMS will be deemed to have exercised such right to set-off and to have made a charge against any such sums immediately upon the occurrence of any Eventof Default by Customer. I4.Assignment, Amendment, Modification, Miscellaneous (a) Customer will not have the right to assign this Lease or to sublet, rent or otherwise hire Ollt or transfer possession of any of the Equipment to any person or entity other than GECMS. without the prior written consent of GECMS. GECMS may assign this Lease and the rentals reserved under this Lease. If GECMS makes such an assignment. the assignee will acquire all rights and remedies possessed by or available to DECMS under this Lease. (b) This Lease contains the entire agreement between the parties pertaining to the subject matter of this Lease. No agreements, representation or understandings not specifically contained in this Lease will be binding upon any of the parties hereto unless reduced to writing and signed by the parties to be bound thereby. Any amendment, moditication or addendum to this Lease will not be binding on GECMS unless signed by an authorized otlicer ofDECMS. This Lease will be governed as to its construction. interpretation and effect by the laws orthe Commonwealth of Pennsylvania without regard to principles of choice of laws. Addendum to Lease A2:reemcnt Nos. 939818 and 939821 This addendum is hereby included and made part of Lease Agreement Nos.939818 and 939821 (Agreement), dated ,JiJ~ Zr.!# 7nO( , executed by and between "GE Capital Modular Space, a division of Transport International Poo :Inc." (GECMS) and "City of Corpus Christi" (Customer). In the event of conflict, the terms and conditions herein shall supersede those contained in the aforementioned Agreements. o Cover page, paragraph above signature lines: dclete the word "None" and insert "Any documents pertaining to Customcr's acceptance of the Optional Insurance and/or Damage Waiver, as specified within Section 10 herein." o Section 2(b): insel1 the following at the end of the last sentence, "solely for amounts owed during the period of Customer's occupancy of the Equipment." o Section 2(d): delete in its entirety. o Section 5, line 3: aftcr the word "purpose", insert" other than that as represented by Customer" o Section 7(c): delete the first sentence and insert" Ifat any time after the initial or any renewal term GECMS requests the return orthe Equipment. GECMS must give Customer sixty (60) days written notice to vacale and schedule and t.:ause the return of the equipment to GECMS's designated address at the expiration of that time., Customer shall bc charged dismantling and return fees. o Section 7(d)(i): delete o Add Scction 7(d)(i\'): This Agreement is subject 10 the annual budget/appropriation process of Customer. Ifrcvcnue funds arc not appropriated for thc upcoming fiscal year, Customer may terminate the Agreement, withollllenninatiol1 penalty as described in (ii) and (iii) herein above, only at the cnd of the current fiscal year." o Scction 8, line 1: deletc " Customer hercby..... .agents from" and insert ""Except to the extent of the negligencc ofGECMS and 10 the extent not prohibited by the statutes of the State of Texas and the Texas Constitution. Customer will be responsible for" o Section 8(e), line 3: insel1 "To the extent not prohibited by the slatutes orthe StJte of Texas and the Texas Conslitution." before the the words "The obligations". In addition, delete "indemnifications" and insert "Customer responsibilities and obligations" o Add Section II (D : GECMS shall not enact a lien 011 any City property us a result of default and/or enforcement of this Agreement." o Section 14: delete" Commonwealth ofPcnnsy!vania" and insert "State of Tcxas" .. Approved: City of Corpus Christi ~ Authorized Signature: Name and Title: Date: GE Capitlll Modular Space, a division of Transport International Pool. luc. A"'.".. "'""'"':t:~F:;i , Name and Title:~ e /-, {/{'" ~es o?- J(C~O ~. . ..........\.~ull~ul'~t~ y COUNCIL .___.____~._._._ __ {Ie -.----sFriif:T;;;;7~ ._~ A,""""I..IU<'-"h.'II'1\ - 0lY SE01ETARY 2 , 1 Date: 1~/C9/ , ,):J roved as to form: . R. Bray Jr .;t rney r By: Eliza th R. Hundley Assi ant City Attomey fj GE Capital Brian Devaney Sales Representative General Electric CapItal Corooraf/:r. GE Capital Modular Space 6161 Ayers St. Corpus Christi TX, 78415 PH,361-852-7586 FX,361-857-D730 HlTP:IIWWW.MODSP....CE::JM 10/11/01 David R. Garcia C/O Marco A. Cisneros City of Corpus Christi PO Box 9277 Corpus Christi. TX 78469 RE: Unit #'s 082314 & 082315 Mr. Garcia. As discussed in my meetings with Peter Davidson at T-Head Marina, GE Ca:llal will be billing you the Damage Waiver for the two office trailers located at the Lawrence S:-:et T-Head Marina. This letter serves as a confirmation of that conversation. Because you have elected to take our waiver only GE Capital or one of our c.:oroved sub- contractors will be allowed to dismantle and move the trailers, In the event c' 3 storm/hurricane GECMS Will not guarantee that we will be able to get the units moved, The :,'Jperty damage waiver carries a $500.00 per unit per incident deductible, Should time allow _s to remove the units all costs incurred will be passed on to the City of Corpus Christi. Please acknowledge recipet of letter by signing below Sincerely. x Garcia, City Manager or his Designee ---,--'- . r---