HomeMy WebLinkAboutWILLIAMS SCOTSMAN, INC. - 1999-06-21Council/Agency Meeting Held: ; -Al- 22
Deferred/Continued to:
t6Aimroved _13 ConditionallyApRroved ❑ Denied
City Clerk's Signature
Council Meeting Date: 6/21/99 1 Department ID Number: CS 99-024
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City Administrator
PREPARED BY: RON HAGAN, Director, Community Services L:.;r_;.��
�A. v
SUBJECT: APPROVE THE GENERAL TERMS AND CONDITIONS ANfl T&[
PARTY WAIVER OF AGREEMENT WITH WILLIAMS SCO.SMA
INC. FOR TRAILER RENTAL
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachments)
!F-
Statement of Issue: The city wants to rent two trailers for Community Services Department
purposes but to do so, the City Council needs to approve the general terms and conditions of
the rental agreement that provides for third person indemnification.
Funding Source: Not Applicable. Rental fee is budgeted separately and previously
approved.
Recommended Action: Approve the general terms and conditions of the rental agreement
with Williams Scotsman, Inc. including approval of the indemnity provisions for two trailers to
be used by the Community Services Department on an interim basis.
Alternative Action(s): All trailer rental companies have a third party indemnification clause
as part of their rental agreement because they cannot be responsible for trailers after they are
removed from their premises. If this clause is not approved, the city will not be able to utilize
these rental office trailers for the Junior Lifeguard Program and Beach Maintenance
Operations.
Analysis: The city needs to rent two trailers. One is for summer use only as an office for the
Junior Lifeguard Program. Participation has grown to 1,000 junior guards, and the interim
facility has insufficient room to accommodate office facilities. The second trailer will be used
for a period of eighteen months by the Beach Maintenance staff at the interim Beach
Maintenance Yard (former CalTrans site) on Beach Boulevard. This is the only office facility
that will be utilized for storage, garage, vehicle maintenance, parking meter maintenance and
workrooms for other beach maintenance related functions.
WAIVER.DOC
t�� 10
0611119911:05 AM
*QUEST FOR COUNCIL ACAN
MEETING DATE: 6/21199 DEPARTMENT ID NUMBER: CS 99-024
Rental companies normally have a third party indemnification clause included in their
agreements because once they rent a piece of equipment or trailer they do not know how it is
being used and cannot be responsible for its use. City staff inspects the trailers before their
installation, and the Building Department issues set-up permits. The city will then continually
maintain the trailers to insure they are in a safe, workable condition. For these reasons it is
felt that the city will not be exposing itself to any additional risk by signing the rental
agreement containing the third party indemnification clause. The final lease will be less than
$20,000 and will be signed by the Community Services Director. This agreement is only
being presented to City Council for approval of the indemnity clause. Based on the above,
staff recommends approval of the rental agreement terms and conditions as presented for
office trailers for the Junior Lifeguard Program and Beach Maintenance Operation.
Environmental Status: Not applicable
Attachment(s)•
RCA Author:
WAIVER.DOC -2- 06111/99 11:06 AM
VAY. -21' 99 ("T 1 08: 40 01S/SC0,•TSM:AN-LA
Sea', by: 'NM&/SCOTSMAN-CONTRACT*
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410 933 5986;
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051210 9:d5AV;lgJEp&_#971;?age 9/4
TT•1.11MS SCf} S. NINC.,
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CONDTTIti?NS;31491
CITY OF Hlh'TJNfT0N iRT ACtl
1.1mg Lcesc. T.1us Agreemen'. is a true least
and not a sale. Lcsacu %hall not acquire
ownership interest in the Equipmcni. The
Equipment shall remain the sole personal
property of Lessor.
3. jZe�v�y�peeenrancrr. Upon delivery,
Lessee agrees to impact and accept the
Equipment. The. Equipment is deemed fina4y
accepted or the time of delivery unless Lessee
notifies Lessor of a defecVdetlelency In
writing wirh;n 48 hours after delivery.
3. SiteSuitabiliry. Inspection. Lessee shall
chuosc a flrri level site acces►ib(e by truck to
locate the Equipment. If i,mee fails to
provide such a site, then Lessee shall pay for
any resulting additional delivt:ry and return
charges. Lessee shall not alter the manner of
tnstaliation or location of the Equipment
without wri Ten consent of Lessor. Lessor
shall have the right to inspect the Equipment
durinf; the tam. of this Aarrtment.
Y. ?12. jn7enar r�, Cond,�tinn. Lessee has
the right to peaceably and quietly hold, use
And ertoy the Equipment subject to the terms
and conditions of this Agroenwiv. Ltsiee
ogress not to remove existing nameplates or
decals affixed to the EgWptmnt, l.csste shall
use the Equipmentscleiy in tha conduct of its
Dusinesa and in A careful and 'awful manner.
Lcssce shall pay any and all fees, charges and
,xpenses and comply with all laws related to
he use, possession, and operation of tlc
:quipnlent while it is in Lessoe'i possession.,
nOuding obtainin; all approvals end parmiu
elated to the use and/or possession of the
I
quipment, Lussce shall keep the Equipment
n goad repair ant: operating condition during
he term of thia Agreement in accordance
vith the William Scotsmen Service Guide.
lessee shall got, without Lessor's prior
bitten consent, make any changes,
Iterations or improvements in or to the
.quipment or remove Oily parts, accessonrs
r aruchments ttom it. Lessor mAke6 i�'
;presentations as io the Equipment'
omptiance with Federal, state or loca
wilding codes, zoning ordinances, or other
?per of regulations or use codes.
f arm+ nF I.s;'ase, mend. irate term of this
greetnent begins on the dose of delivery of
,e EclLuprrtent, and ends on The la[er of the
$t gay of the Minimum Lcast `term
Term") or the Extension Period (is herein
�r'tned). At the tnd of the 'I'ert7t, this
ereernem k extendad nn a mantis•:)-mnrah
MAY-21-1993 09:42
basis until thr Equ;pmcn[ is returned to
Lessor (thu "lrxtensoon Period"). During the
F•xremion Period, Lessor has the right in, on
30 days notice, increase ti•,e Rate per Month
by the percentage increase in the Consumer
Price index (CPI) And to increase any other
fat or charge previously quoted in the
Agreement. After :he end of the Term, either
party can [errrunare this Agreement on 30
days written notice to the other party.
6. Rcnti Fees; TO e-S._Litift Chati es, teeth
blagins to accruta on the Delivery Dole. Lessee
shall pay LUSUr nwnthly rent for the
Equipment an the slue date set the Rate Pcr
Month stated in his Agreement during the
Term, and at the Rate Per Month established
by Lessor during tl•& Extension Period. lfany
payment ;s not paid on the due date, Lessee
agrees to pay LeNsur a charge of 1 'f,% per
month of the amount in arrears for the period
such amount remains unpaid. lessee shall
pay or, if requested by Lessor, reimburse
Lessor for any and all sales, us:, personal
property taxes, or other taxes, fees or
assessment's levied against or unposed upon
the Equipment, its valet, use nr Operation.
Payments sktull be effective upon receipt,
Lessor ray apply any payment from Lessee
against tiny obligation due and owing by
Lessee under this Agreement, regardless of
any ss atemenr appearing or or referred to in
any retrutiance from Lessee or any prior
applit ation of paytntn:.. etc receipt by Lessor
of a partial payment of any amount dut to
Lessor endorsed as payment i-i full will be
deemed to be a pan payment only, and any
endorsements or statements on ilia check or
any leas: Accompanying Cu check shall not
be deemed an accord aiuVor satisfactlon,
Lcsscc's obligation (without prior notice or
ticrrtandr) to pay rent turd all outer amounts
die hereunder shall be &bsolute and
unconditional, seed nor subject to any
abatement, get oil, dafense, recottpment, or
reduction.
7. So L i s. Locste, agass to keep the
Equipment free ania clear of any and ail
clai 7s, lierui, cncumbranees or aaacltrntrits.
d. ' a ni . To the extent not arising as a
esu,t of Lessor's negligence or defects in the
Ec'upmcnt and, further, io rho extent allowed
by the laws of the State of California, lessee
agrees In indemnify, defend and keep
harmless Lcssor, its agents and employccn,
from and against any and all loiscs, clai:rs,
attorneys' fees and expenses related to; (a)
the death of, laj'ury to, or damage m the
Properly of, ally person or parry retired to or
arising out of the use. possession or condition
nF fh„ Fn,iinmrnr• .n,i 1t1� ++.,. r'•:r.•-- ••�
710 903 9210
Lessee to maintain the Equipment as apreed
in hareln,
9. L.naS: DaTnntee. Lenses aystkrnes the risk of
All loss and damage to the Equipment from AN
cwscs, Upon the occurmnets of i —. tuns'. ion,
o'' the Equipment, to such an extent as in
rr,.ke the repair thertof unaconur7ical tin
Lessor's opinion), titan Lessor shalt declare
the equipment a Total Loss.:n the ever; of a
Tots' -oss, Lessee shall pay Lessor, on .hc
next dete for the payment of ter;, tltc rcnt
then duo plus tht Value of the Equiprrwnt as
set forth herein, plus all applicable sales tr,x
(;he "Total Loss Amount"). Upon receipt of
the 'Total Loss Amoun[, the Lessee's lease
obligation will terms -rate and Lessor will
trans,er title of the Equipment to Lessee. In
the event of fuss or damage to the Equ:prnertt
which does not constitute a Total Lnss,
Lrasee at its sole cost and expense, shall pay
for the repair of such damage as directed by
Lessor to the condition rcgt,ired by this
A greemext.
10. Insuranc . Lessea's responsibility fcr the
Equipment begins irrm)ediaisly upon del;very
and Lessee shall obtain and keep in force
during the entire Lease Term liability and
property iniumnca as fal:ows: (A) Ge er
Liabilily ranee: A policy of combined
oodily injury And property- damage insurance
insuring Lessee and Lessor against any
stability arising out of the use, rnairtenanco,
or possession of the Equipmaw. Such
insurance slta.) be in an amount roc less than
$500,000 per occursencc. (3) Pra r
;yagonca; A policy of tns3rancc covering
loss or damage to the Equipmem, io art
amount equal to 100% of the Value of the
EquipmeM, providing protection again: all
perils included within the classific-40on and
special extended perils (-'all risk";usurarce).
(C) Gtry t. (1) Tf t insurance for the
L•quipment snail be issued by insurrnce
companies sntisfaciary to Lessor. Within 10
bays after the delivery of the 113 uipment,
Lessee shall provide Lessor with CeKificatts
of Insurance showing That the required
coverages ara in effect and naming f,esso:- as
Additional Insured and Loss Payee, The
CarliftcAtes of Insurance rr]uit provide Lessor
with 30 days prior wriuec, rtolice of any
cancellation. Any proceeds of such owarance
3ha11 be paid to Lessor and shod be applies} to
rite rep;acemdnt of tint Equipment or payment
ura11 obligatior:3 due tuner this Agrormcr.t,
or the op:ior, of Lessor. Lessee shall comply
with all requirements of the insurance
underwriters or at+y gavartunerttAl autharity.
1 Page '. of 3
CLAUSE IN QUESTIM
1. -21s� aa,F�09:41 1'4�;s1sCO"5;:�5-La
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(Z) Lrs6er Shalt pay a fee of %2.75 tr
S1,00HO of Equipmern Value each month
that Lciscc fags to timely provide the
required Certificate of In%urdmu for property
coverage. Lessee shall pay a fee of twenty-
fxe cents (S.25) par unit per day that Lessee
Ails to sanely provide the required Cenifcate
of Insurance for liability covetagc. Poyment
of such fees shall not provide Lessee with ary
insurance coventge, nor excs,sc Lessee from
performing its abligadow under Scc;iunst 8 &
9.
11. Lnrurarscc, Waiver. (A) Ir Lessee has
accepted the "Liabiliy Waiver" and pays the
required additional fors, then Lessce shall not
be obligated to obtain the liability coverage
described in Section 10(A) and Los=r agrees
to release Lesson from its ob',igtttion to
indemnify, defctrd and hold Lessor ts4t:rlc%5
against liabiliries that would be covered by
insurance up to the aunt of U00,000 per
occ%=e=c. Ltmta Shull remain obligated
sgaimi liabilities in axecas of S500.000 per
occurrence. (13) If Lmume has accepted the
"Physi:al Damage Waiver" and pays the
required additional fees, then Lessce-shall not
be obligated to obtain the property insurance
described in Section 10(8) and 1,essnr ages
to relieve Lessee of its liability for ;ass or
damage to the Equipment for amounts in
excess o: S1.000 per unit per occurrence.
This waiver does not apply to collision
lasrage, (C)The waivers contained hereunder
Tay be canceled by eiihm party upon 10 days
)rior *titian notice. if eAer of both waivers
ve canceled, Lessee shall provide to Lessor
I policy or policies of insurance as required
n Section ;0, togathtr with the required
;art kates of Inswanco prior to cancnilation.
D) insurance Waivers are not effective until
:quested by Lessee and paid for. Insurance
Waivers are automatically extinguished or
;rmittated on the date that rant: or any other
harses due to be paid by Lessee become late
rid unpaid, as defined by Section 6 of this
,greesnent, (E) Tht waivers set roah hert;in
hall not be 'binding upon Lessor ua:ess the
sss, damage, injury or claim is ►sported to
essor, in writing, within 72 hours of its
ecurrence. Lessee shall also provide to
essor all Worrnarion pertaining to such
Bent and Lessee shall cooperate fully with
assor in regard thereto. N-achin t contained
•r 'n thr-11 c9mitimigCoAtrhct f
'Sualice o _ 'sr - cct tcc rMrn
ibiliry In thirdaarties_
1, e a g: RCInedir . (A) Luisce sho11 he
tented to be in default hcrcundcr upon the
rcurrence of any of the following events
r•\.i ell of Tlr ra i+te"1• i`11 �rr�-�e l�,.l1 rw:� en
r'qV-21-'_9913 09:43
make any payment due hcrcundcr within 10
days after its due date; (2) l.,cssce shot; fail to
perform or observe any other re. m't, covenant.
or condltlor, of this Agraetnent; or [3) lxssrt:
shall have defaulted under any other
agreement with Lessor. (9) upon eta
recurrence of an Event of Default, -essor
may declare this Agreement to be in Dcsault.
and iberealer may exercise any one or mnrc
of the following remedies; (1) Declare rh:s
rent for the Torte and a'I other unpaid rent,
rccs, texts and charges tuider this Agreement
immediately duc and payable; (2) Repossess,
retake andlot retain any or all of thu
Equipment free of all rights and claims of
Lessce without notice, legal process, or
judicial intervention, and widiour releasing
Le9Sec of any tcrrn>, covenant or condition
provided harem; (3) Sell or o$rerwlst: dispose
of any or all of the Equipmenr in a
commercially rcaianable manner and apply
the net proceeds- of xuch dispasition. after
deducting all costs, to the obligations of
Lessce, with Lessee it maining :iable for any
dcticiency. (4) Cancel this Agreement; and/or
(S) Exercise any other right ar remedy
evai'.able to Lessor at law or In equity.
Lcssur's waiver of any Event of Default sha 11
not corustihatc is waiver of ttny other Event of
Default or a waiver or any rerun or co didan
of this Agreement. No right or remedy
referred to herein is intar,ded ra he exclusives,
And each may be exercised concurrently or
separately and from tirtee to time. In the event
Lessor shall repasscris or retake the
Equipment, and there shall be in or attached
to such Equipment any property awned by, or
in the custody or control of Lasser, then
Lessor is hereby authorized to take
possession. of Bach property for a period of 10
days. Thweaftrr, any such property will be
derrned sbttndoncd, and Lessor shall have the
right to dispose of it. (c) 'I'o ncc extenr
pernutted by applicable low, Lessee and
I assor hereby waive any and all rignti to
recover any special, incidanral or
consequential damages. La_sncc_anLLmsor
jyaive all right to Zial by iury
ej- cou.nierclaim and sui any kia
�t.sinafrorn or rclating to this Agreemerif.
13.Return of F9trinment. Termirtadon
Letae. At the end or the lease term, Lessee
shall rake the. Equipment available to Lessor,
wtrhout impedimcr:t, at the Delivery Address
of any other address to wNch Lessor has
previously provided wrirtcn approval of
rcloca;ion or@tc Egtuprr a. Any impedunettt
to pic'i-up of N: Equipment may result in
additional charges to Lciicc. Lesser will
pruvidc Lcuot with at least 14 days advance
notice of the return of the Equipment, [is the
31-2 903 9210
is necessary (and can be rffretcd by Lessor),
Lessee will be required to cooperate will:
Lessor and/or temporatlly relocate the
Equipment. and Lessee shvili reimburse
Lessor far tiny related cages and expCnSCS-
The Equipment stall be ' broorn clean" and :n
the $aerie condition as delivered to Lessee,
orcli•nery wear and tear exceptc:l. Termination
will becon:t: c;'fective only when the
Equipment has been returned ;a Lessor is
harcia provided and Lesser has paid Lessor
all utrprrid rental and athcr chartdcb applicable
to the Equipment. Lessee uipees that prior to
the return of the Equipment to Lessor or upon
notice of its[ rapossesi,ior� Leeiec sits!,
irnmediatt'y discortrtcet ail utilities, rtmovc
all of Laisec's panonal property, and vacate
the Equipment. Lessee hereby conivnts to
entry by Lessor or iu agents upon the
premises where the F.gaipment may lie
.ocated for rerurn or repossession of the
2quipment. Lessor shall not be liable for
keeping or storing any personal property of
lessee left in or on Ihe Equipment. such
property wil, be doomed ebanclonad by
Lessee. Any accessories and additions to the
returned Equipment sitatl be deemed to be
pan of the Equipment and the property or
Lessor. lessee shall re',mb,arse Lessor for arty
and all costs itrcw"d related to the return of
the Equipment and In repaltrng, cleaning o:
otherwise restoring the Equipment tc its
condition when delivered, ordinary wear and
test tsxcepta'd. Laser shad inticrr+mify, defend
and hold Ussor harmilo68 rrurn any and all
claims arising from any resters or repossession
orthe Equipment.
14.; ire cd Vkst�ranty. Fur at lung Its Lessice
timely maker[ all payments dun hereunder,
Lasser warramm *hrougnow the team of this
Agreement that it will repair sirscrrral or
mechanica; defects in the Equipment
(excluding HVAC filters, fuses an: light
buibs). Lessor shall have no bubilisy for the
repair of any defect or condition resulting
fruit. Lessee's rclucatiur of the Equipment,
utilitiat, confection, alteration of the
Equipment use of the Equiprnent for a
purpose for whlco it was not icuended.
vandalism, rruau;a of the ]:yuipmcnt or ;or
excessive wear artcl tear. The repair of the
Equipment by Leboar, due to a defect or
condition resulting from:snyofthe preeedutg
causes shall result in additional chargee to
Lessee, Lesstt shO h:Ive nc liability
whatsoever for any cons ecuential, incidental
or punitive damages, costs or exp.nses.
Psge 7 af
P. 03
-�1' 99;FRU 08,41 W!S/SCOTSKAN-LA
Sent by: 'AM81SC0'S1JAR-00NTAA^T0
OFC.
410 933 5986;
TEL�310 903 9210
P. 004
06)21is 9:47AM;Jfij&ii87t;Page 414
F.ir<M!.&.50WfIE vide dirt '_c5sAr
sc : dli Z11 Wfirrafilieg, exprwedar
Win: lie. I-iflated to the L-quiRp crf anj ogy
frairuecance or rEaaic work Dcrforawd by
jjAsor illcludijilt a t — -
MCM17101111bibilily. Witu flits. Or fittiesA fnr a
rt:cul r c.
13. Assl tent. Ussed stiall not assigj ..
AgMM.w Or iuSjct the BQ11inmenLw' art
c n c t .eMThis
Agreemenr shall he binding uoon any
permirrad assignee or succeiaur of Laxsce.
lessor rmy assign any of its rights hereunder
Hiftut oortee to Lessee.
16. (a) Time is of the essence
with respect to NS Agreement. (h) This
A8rcern0t, when signed by buth parries,
constitutes the Milt agrcentcret between the
parties, auperscding and replacing all prtipr
documents end representations, with respect
to the subject marter hereof. It ntay only be
amended by a document signed by both
parties. (c) If any provision of this Agtcemartr
Is deemed unenforceable for any reason, then
such provision shall be deemed stricken and
shall not affect the enforceahility of any of its
other provisions. (e) The obligations of
Lessee raider Sections & 7, 8 and 9, which
accrue during the tarm of this Agreement.
Shall 6urvive file terrninol,on of this
gTeement. (e) If LrsLec fails m perform any
)f its obligaxotts hereunder, Lessor shall have
.he right m of?ect such ptrfornunca, the
rmaurit of any out-of-pocket and other
easunable expanses of Lessor incurred in
:onnecdon with ouch perronrixice shall be
sayable by Lessca upon dernand, (0 Lessee:
rrcvneahly appoints Lessor or its t<gents or
ssigns as Lessee's attontey-intact to execute
ny UCC flnancing starernews, documents,
nil checks and draPs rclated in ire payment
fany foss, damage or defense under policies
f insurance required by this ASreemerit. (g)
'his 6rraftmenlshall 'he og_verneta by rh2rh2
L-1 of ihl slam 91 Califorii4h The partias
zuby consents and submit to the,iurisdierion
F the courts of Orange County, CA. for
arposes orenforcement of this Agreemnt.
essee hereby waives any and all rights to or
airs urxovervi�m, immunity. (h) Lessee will
1y all costs and tmpcnikcs, istcaurliitg
a;nnable attarrtey's fees, incurred by Lesser
enforcing any rerm6, covoriants and
3cttvtities provided herein.
FORMS11-Mtcst Formlrariir Dots iO4m1999 Liner
lac Oripput LIWn'.10C (rev. 114,901
APPRO'.TD AS TO FORM:
GATL LTUTITOIT, City Attorney
B r:; Deputy City Attortzev
P o `ql
Ay�✓fl .t�l p� �hdGY✓rK-f Plvv;l;'^j
1 !
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Page 3 of3
2 03
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5�1a —
0- 0
RCA ROUTING SHEET
INITIATING DEPARTMENT:
Community Services
SUBJECT:
Approve Third Party Waiver for Trailer Rental
COUNCIL MEETING DATE:
June 21, 1999
RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Not Applicable
Resolution (wlexhibits & legislative draft if applicable)
Not Applicable
Tract Map, Location Map and/or other Exhibits
Not Applicable
Contract/Agreement (wlexhibits if applicable)
(Signed in full by the City Attomey)
Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attorney)
Not Applicable
Certificates of Insurance (Approved by the City Attomey)
Not Applicable
Financial Impact Statement (Unbudget, over $5,000)
Not Applicable
Bonds (If applicable)
Not Applicable
Staff Report (If applicable)
Not Applicable
Commission, Board or Committee Report (If applicable)
Not Applicable
Findings/Conditions for Approval and/or Denial
Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED
RE M NED
FOR RDED
Administrative Staff
( }
( )
Assistant City Administrator (Initial)
{ )
( )
City Administrator (Initial)
City Clerk
{ }
EXPLANATION FOR RETURN OF ITEM:
tl o F
r
r r rY► �- (7
RCA Author: