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CM-12-06-111ROUND ROCK, TEXAS PURPOSE PASSION PROSPERITY. Item Caption: DA -I2 --&IA" a RECEIVED JUN 202012 City Manager Approval Form Consider executing the July 4, 2012 Trailer Lease Agreement with Sysco Food Services of Austin, L. P. Approval Date: June 22, 2012 Department Name: Parks and Recreation Department Project Manager: Randy Gordon, Parks Manager Assigned Attorney: E. E. (Ric) Bowden Item Summary: The City is sponsoring the July 4th Fireworks Celebration at Old Settlers Park at Palm Valley on Wednesday, July 4, 2012. As part of the celebration, Sysco Central Texas shall provide a refrigerated trailer for watermelons for the event. The agreement is for delivering and picking up the trailer and for managing fuel during the time that it is in the park. No. of Originals Submitted: 1 Project Name: July 4, 2012 Refrigerated Trailer with Watermelons Cost: No charge for use of trailer Source of Funds: Select Source Fund Source of Funds (if applicable): Select Source Fund Account Number: Finance Director Approval: Cheryl Delaney Date: 6/20/12 Department Director Approval: Date: 6- Zo-o. **Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. ** CIP n Budget N/A OK Ell n N/A OK Purchasing N/A OK Accounting 1111 N/A OK ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL REV. 6/20/11 Approvals PRESIDENT/EXECUTIVE V.P.: V. P. OPERATIONS: Good things come from °. V. P. SALES: TRAILER LEASE AGREEMENT This Agreement made this j L day of TU Yt ' - , 20! `'by and between Sysco Central Texas ("Lessor") and £ t y 04 face iwd , ("Lessee"). _Emergency Company Function Grand Opening _Festival _Other Date to Deliver:1►-ie5 auk/ 3ZQIZ,I'ime to Deliver: / ! `049 w� Date to Pickup: T1u. T1 (. Z.QeZ,Time to Pickup: A M Total Days of Lease: '2 DA S Truck Delivery Address: 3300 PAL -wt oLV V / goupice&a-41 Sysco M.A. or Acct Exec. requesting loan: M.A. contact #: Sysco DSM or Program Manager: Name of Account: Account #: Address: Phone #: Emergency Phone #: Credit Terms: If a Special Event, ESTIMATED SALES: Truck to be delivered: Loaded 3A© (AMtik 1IV `IInloaded Any special loading instructions: Returns will be allowed. Approval Signature required by Sysco VP FROZEN: Yes No DRY: Yes No COOLER: ✓ Yes No At no time will product be shipped or returned without the customers signature noting and acknowledging product received or returned. Sysco M.A.: I understand that I am responsible and accountable for our returns being inventoried prior to pick-up request being done. Signature: Date: Condition of any product returned subject to inspection upon return to warehouse before any credit will be issued: Product condition upon return: Warehouse Receiver: Date: In consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, that parties hereto agree as follows: OK -1L —Nat —111 1. Lease. Lessor leases to Lessee and Lessee hires from Lessor the trailer(s) identified on Exhibit A attached hereto for a term as indicated on Exhibit A and for the location indicated on Exhibit A (individually or collectively, the "Trailer"). 2. Rental. As rent for the Trailer, Lessee shall pay to Lessor the amount set forth on Exhibit A. Whenever required, Lessee also shall pay to Lessor any sales, use, or similar tax, which at any time during the term of this Lease may be imposed on the letting herein provided. Lessee shall pay rental fees within 30 days of receipt of an invoice from Lessor. 3. Delivery and Location. Lessor shall deliver the Trailer to the location specified on Exhibit A or to such other locations reasonably specified by Lessee in any manner as Lessor, in its sole discretion, may elect, and Lessee shall be solely responsible for and shall indemnify and hold Lessor harmless from any liability or expense including reasonable attorneys' fees, arising out of damage to any person or property due to the location of the Trailer. 4. Trailer Use A. Trained to Use. Lessee warrants that it and its agents have been trained in the operation of the Trailer's refrigeration system, if so equipped. Lessee shall ensure that its duly authorized agent or representative is present at the time of the delivery of the Trailer. Upon delivery of the Trailer by Lessor, Lessee shall be deemed to have accepted the Trailer unless Lessee through its authorized agent or representative rightly rejects the Trailer at the time of delivery as being defective, unsafe or inconsistent with specifications agreed upon between Lessor and Lessee. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND CONCERNING THE TRAILER, INCLUDING NO IMPLIED WARRANTY OF MERCHANTABILITY AND NO IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE. B. Impermissible Uses. Lessee shall operate the Trailer in compliance with all federal, state and local laws and in a reasonable and safe manner. Lessee shall not use or permit the Trailer to be used for any illegal purpose or for the transportation or storage of any material deemed extra hazardous by reason of being (i) explosive, (ii) inflammable or (iii) hazardous waste or a hazardous substance or some other regulated category of waste as defined by application law, ordinance, rule or regulation. Lessee shall indemnify and hold Lessor harmless from and against all damages and expenses, including reasonable attorney's fees, sustained by Lessor as a result of any such impermissible use. C. Damage to Goods; Title. Lessor shall not be responsible for loss or damage to any goods or other property in the Trailer at the time of delivery or placed or carried in the Trailer after delivery to Lessee, arising from any cause whatsoever. Lessee acknowledges that title to any product located in the Trailer shall transfer to Lessee upon delivery of the Trailer to Lessee. Lessor may, in its sole discretion and without any obligation to do so, accept the return of "saleable" product. Lessor shall not be responsible for any product nonconformity as to quantity, quality or price, unless noted on the original delivery receipt at the time delivery of the Trailer to Lessee. 5. Maintenance. A. Repairs. Lessee shall bear all expenses of maintaining the leased Trailer in good operating condition and shall be responsible for the cost of repairs and replacement of the Trailer's parts or equipment, including, but not limited to, ramps, bulkheads, wheels, tires, doors, 2 flooring, interior and exterior panels, and refrigeration unit, if damaged in any respect during the term of this Lease. Lessee is expressly forbidden to repair or attempt to repair the Trailer without the Lessor's prior consent. In the event the Trailer requires any repairs or replacement, Lessee shall give immediate notice to Lessor which shall have the option, but not the obligation, to perform the repairs or replacement itself, the cost of which Lessee immediately shall reimburse Lessor, or to require Lessee to cause any repairs to be made as Lessor otherwise shall direct. B. Refueling. Lessee is responsible for the purchase and filling of fuel after depletion of the fuel tank's supplied contents. Lessor shall not give Lessee any credit for unused fuel. C. Training/Maintenance. Lessee acknowledges that it has been trained in the operation of the Trailer's refrigeration system (if so equipped). Lessee's maintenance obligations will include monitoring the fuel gauge 2-3 times daily, maintaining recommended fuel levels, maintaining the refrigeration unit, lubricant levels, tire inflation levels, brakes and lighting. D. Permits. Lessee shall be responsible, at its sole cost and expense, for maintaining during the term of this Agreement, all permits, registrations or licenses ("the Permits") which are required by the state, district, municipality or agency where the Trailer is located, used and/or operated by Lessee. 6. Indemnification. Lessee hereby agrees to indemnify, defend and hold Lessor, its subsidiaries, affiliates, divisions and/or agents, servants, employees, officers, directors, and assigns (and any third party to whom any of the foregoing may owe a similar obligation pursuant to contract, lease agreement or operation of law), hereinafter collectively referred to as "Indemnitee", harmless from any suits, claims, losses, damages or expenses, including reasonable attorneys' fees and expenses, which any Indemnitee may suffer, sustain or incur as a result of or in connection with the operation, use, maintenance or possession by Lessee of the Trailer. 7. Release. In consideration for the use of the Trailer by Lessee, Lessee does hereby release, discharge and acquit Lessor from any and all claims, actions, causes of action, demands, liabilities, damages, costs and expenses whatsoever which Lessee now has or may hereafter have on account of Lessee's operation, possession, maintenance and/or use of the Trailer. 8. Holding Over. Any holding over by the Lessee at the expiration of the term of the lease hereof shall, in the absence of any agreement to the contrary, create a tenancy from day-to-day, with rent payable on a pro -rated basis at 5:00 EST each day at the principal address of Lessor, and all other terms and conditions hereof shall remain in effect. 9. Condition of Trailer. Lessee agrees to return the Trailer to Lessee in the same condition as delivered to Lessee. It will be presumed, unless indicated in writing to the contrary, that the Trailer is in good repair and operating condition at the time of delivery to Lessee. Lessee further agrees to cause the Trailer, at its sole cost and expense, to be repaired and returned to good operating condition and repair (or alternatively reimburse Lessor for the cost thereof) in the event of any damage to or breakdown of any Trailer during its use by Lessee. 3 10. Insurance. Lessee shall maintain such insurance in such amounts as described below as will protect Lessor and Lessee from any damages arising as a result of Lessee's use, operation, maintenance or possession of the Trailer. Lessee shall furnish a certificate acceptable to Lessor that Lessee has in effect workmen's compensation insurance coverage in the statutory amount, automobile liability insurance (any auto) in the amount of at least one million dollars ($1,000,000), premises liability and commercial general liability insurance coverage providing such coverage in a liability amount of at least one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000.00) in aggregate, excess liability or umbrella insurance in at least the amount of three million dollars ($3,000,000) and physical damage to tractor/trailer/ equipment in the amount of actual cash value with no deductible for collision and one thousand dollar deductible for other than collision. Such insurance shall include a waiver of subrogation and a requirement of thirty (30) days notice of cancellation, non -renewal or reduction of coverage or limits. The automobile, excess liability/umbrella, premises liability and commercial general liability coverages shall name Lessor as an additional insured on a Form CG20-26. 11. Notice. Any notice, request, demand or other communication, document or instrument which may be required or permitted to be furnished by one of the parties hereto to the other hereunder, shall be deemed sufficiently furnished or served if in writing and (i) delivered in person, or (ii) mailed (by first class mail, registered or certified and postage prepaid), or (iii) telexed or telefaxed, to the party entitled thereto, addressed as follows or such other address as the party entitled thereto may have prior thereto specified by notice given as contemplated in the paragraph 11: If to Lessee: Attn: Phone: Fax: If to Lessor: Sysco Central Texas Attn: Phone: Fax: 12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives, and assigns. Lessee may not assign, pledge, or otherwise encumber this lease or any interest therein or sublet the Trailer without Lessor's written consent, nor shall Lessee encumber or otherwise suffer any lien to be placed against the Trailer, or abandon or conceal the Trailer. 13. Entire Agreement. This Agreement represents the entire agreement between parties. This Agreement shall not be modified or amended except by an agreement in writing signed by the parties. 4 Signatures on following page IN WITNESS WHEREOF, the parties have caused these presents to be executed the day and year first above written. LESSOR: SYSCO CENTRAL TEXAS BY: TITLE: LESSEE: b'[kind k (Print Lessee's Name Here) dir BY: %—ar —- TITLE: S}t/ve t'J iWc cL1 5 TRAILER IDENTIFICATION: Model/Make: Identification No.: EXHIBIT A RENTAL AMOUNT: TERMS OF THE LEASE: From: -\ LESSEE LOCATION of TRAILER: To: -CJI CJS ( - 3300141 lfit Cie 61v9 ?g Oick�-�- [Street address] [City, state zip] RocvLo �� t #r £4 c' - CRITERIA (To be completed by requesting Sysco M.A. or Account Exec.) A. Truck or Trailer requested will need to run on diesel fuel. Trailer will be delivered to customer full of fuel, and trailer will be returned to Sysco full of fuel. During use of trailer customer will supply fuel for operation. If requested, Sysco will supply the name of an independent service company that can fuel and service the trailer while on loan. Customer is responsible for all fuel cost and service calls cost. If unit runs out of fuel, there will be a $250.00 service call charge to prime the fuel system; this will be billed to the customer. B. Customer acknowledges they must secure trailer while in their possession. C. There will be a minimum $75.00 delivery/$75.00 pick-up charge or a $1.50 per mile one-way charge, whichever is greater. D. Rental fee for Sysco owned trailer $50.00 per day, $150.00 per weekend (Fri. p.m. -Sun p.m.) or $350.00 per week (Mon. a.m.-Sun. p.m.) charge. In the event a Sysco owned trailer is not available, a third party lease company will be used with applicable fees. E. Equipment lease signed by owner or officer of company borrowing or renting truck or trailer.