HomeMy WebLinkAbout7/25/2007 - STAFF REPORTS - 2.R. PALM SA
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DATE: July 25, 2007 CONSENT AGENDA
SUBJECT: Approve Purchase of Vehicle and Lease Agreement with the International
School of Tactical Medicine related to the award of a POST Grant
FROM: David Ready, City Manager
BY: Palm Springs Police Department
SUMMARY
The State of California Commission on Peace Officer Standards and Training (POST)
recently awarded the City a $90,000 grant to purchase training aids and equipment
related to a POST certified tactical medicine training that is provided by the International
School of Tactical Medicine. The International School of Tactical Medicine, which is a
separate California Corporation, has been working with the City's Police Department on
providing tactical medical training to police, fire and EMS personnel. This action will
approve the purchase of 2008 Ford F250 truck for use in the Tactical Medical program
under the POST grant and a lease agreement with the International School of Tactical
Medicine for the use of that equipment.
RECOMMENDATION:
1. Adopt Minute Order No approving the purchase of a new 2008 Ford F-250 for
the POST grant program From Wondries Ford of Alhambra in the amount of
$45,329.08.
2. Adopt Minute Order No approving a lease agreement with the International
School of Tactical Medicine Incorporated for the use of POST funded training
aids and equipment for a term of five (5) years.
3. Authorize the City Manager to execute all necessary documents.
STAFF ANALYSIS:
On April 4, 2007 the City Council approved the acceptance of a $90,000 grant from The
Commission on Peace Officer Standards and Training (POST) to purchase training aids
and equipment related to a tactical medical training program (Minute Order 8025)
provided by the International School of Tactical Medicine (ISTM).
ITEM NO.
City Council Staff Report
July 25, 2007 -- Page 2
Purchase of Truck and Lease with International School or Tactical Medicine
ISTM is a California Corporation comprised of physicians and law-enforcement
professionals. ISTM is based out of the Police Department's Training Center. Since its
inception in 1996, ISTM has trained more than 1100 individuals from over 540 different
agencies. Some of ISTM's clients include the military, Department of Homeland
Security, Secret Service, and many state and local law enforcement, fire department
and EMS agencies. ISTM's founder and chief executive officer, Dr. Lawrence Heiskell,
is a reserve officer with the City's Police Department and serves as a tactical medical
officer on the City's special response team.
Staff has prepared a lease agreement with ISTM for the use of the training equipment
that will be purchased under the grant. This equipment includes, but is not limited to: a
% ton truck, trailer, laptop computer, projector, portable generator, and trauma
mannequins. Under the terms of this lease agreement, ISTM has agreed to maintain all
equipment without cost to the City, as well as to provide the necessary insurance and
indemnification to protect the City from any claims that may arise out of the use of said
equipment. The term of the lease agreement is for five (5) years. ISTM has agreed to
provide on-going tactical medical training to the City's Police Department at no cost
throughout the term of the agreement. At the end of the agreement, ISTM can return
the equipment or purchase it from the City for its appraised value or an amount to be
negotiated by the City.
Of the equipment to be purchased under the grant only one item, a 3/ ton long-bed
pickup truck, requires City Council approval due to its cost. The Procurement and
Contracting Division conducted two Requests for Quotation (RFQ #2008-01 and 02)
sending notices via fax to eighteen Ford dealerships in Southern California. The
detailed specification for this Ford F-250 4x4 SD Crew Cab Lariat was approved by
POST based upon the request of ISTM. No dealerships were able to meet all of the
POST's specifications on the first Request for Quotation. With the approval of ISTM
and POST, a second RFQ was issued eliminating several items from the original
specification. Only one dealership, Wondries Ford of Alhambra, was able to meet the
modified specifications.
Staff is recommending award to Wondries Ford of Alhambra in the amount of
$45,329.08 for the purchase of a 3/ ton long-bed Ford F-250 truck.
FISCAL IMPACT:
Purchase of this vehicle is covered under the POST grant and will not require any City
funds. Insurance and other related on-going costs will be the responsibility of ISTM.
7�
Gary#and6h, Police Chief David H. Ready, City Q
Attachments: Minute Order Approving Purchase of 2008 Ford F-250 Truck
Minute Order Approving Lease Agreement with International School of Tactical Medicine
HOW
MINUTE ORDER NO.
APPROVING THE PURCHASE. OF A NEW 2008
FORD F-250 FOR THE P.O.S.T. GRANT
PROGRAM FROM WONDRIES FORD OF
ALHAMBRA IN THE AMOUNT OF $45,329.08
I, James Thompson, City Clerk of the City of Palm Springs hereby certify that this
Minute Order, approving the purchase of a new 2008 Ford F-250 for the P.O-S.T. grant
program from Wondries Ford of Alhambra in the amount of $45,329.08 was adopted by
the City Council of the City of Palm Springs, California, in a meeting thereof held on the
25th day of July, 2007.
James Thompson, City Clerk
0610003
MINUTE ORDER NO.
APPROVING A LEASE AGREEMENT WITH
THE INTERNATIONAL SCHOOL OF
TACTICAL MEDICINE INCORPORATED
FOR THE USE OF POST FUNDED
TRAINING AIDS AND EQUIPMENT FOR A
TERM OF FIVE (5) YEARS
I, James Thompson, City Clerk of the City of Palm Springs hereby certify that this
Minute Order, approving a lease agreement with the International School of
Tactical Medicine Incorporated for the use of POST funded training aids and
equipment for a term of five (5) years was adopted by the City Council of the City
of Palm Springs, California, in a meeting thereof held on the 25t" day of July,
2007.
James Thompson, City
Clerk
LEASE AGREEMENT
THIS LEASE AGREEMENT (herein "Lease"), is made and entered into this
day of , 200`, by and between the CITY OF PALM SPRINGS
(herein "Lessor), a municipal corporation and charter city, and the INTERNATIONAL
SCHOOL OF TACTICAL MEDICINE, INC., a California Corporation (herein "Lessee")
(collectively referred to herein as the "Parties").
WHEREAS, Lessor has obtained funding (herein "Funding") in the amount of
Ninety Thousand Dollars ($90,000.00) from the State of California Commission on
Peace Officer Standards and Training (herein "POST") for the presentation of and
purchase of training aids and equipment for the POST certified Tactical Medicine I & II
Courses; and
WHEREAS, Lessee routinely provides training in the Tactical Medicine I & II
Courses to law enforcement agencies throughout the State of California and has agreed
to provide Lessor and other law enforcement agencies within the State; and
WHEREAS, the Parties have agreed that in consideration for the future provision
of the Tactical Medicine I & II Courses to Lessor and other law enforcement agencies in
the State, that Lessor will utilize the POST funding to purchase training aids and
equipment (herein "Equipment") and lease it to Lessee for a term of five (5) years for
use in said training; and
WHEREAS, Lessee has agreed to provide said training and assume all
responsibility for the leased Equipment, including but not limited to, risk of loss,
insurance, repair and maintenance;
NOW, THEREFORE, the Parties hereto agree as follows:
1.0 ENTIRE AGREEMENT
1.1 Incorporation by Reference. This Lease and any attached
Schedule(s) or Exhibit(s), which are incorporated by reference and made an integral
part of the Lease, constitute the entire agreement between the parties. No agreements,
representations, or warranties other than those specifically set forth in this Lease or in
the annexed Schedule(s) or Exhibit(s) shall be binding on any of the parties unless set
forth in writing and signed by both parties.
2.0 TERM
2.1 Lease Term. The term of the Lease shall be five (5) years from the
date of execution by the Parties.
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3.0 PAYMENT
3.1 Training. In consideration for the leasing of the Equipment by the
Lessor to Lessee, Lessee shall provide at no additional cost a mutually agreed upon
number of annual presentations and/or training opportunities to be held at the City of
Palm Springs Police Training Center during the term of the agreement_ The number,
type and schedule of the training to be provided shall be agreed to prior to the execution
of the Lease and a listing of said training shall be attached hereto as Exhibit --
Lessee agrees to provide said training as agreed to by the Parties or as otherwise
modified by mutual agreement of the Parties_
4.0 DESCRIPTION OF LEASED EQUIPMENT
4.1 Property Description in Schedule. Lessor agrees to utilize the
Funding to procure the equipment listed in the attached Schedule A. Said Equipment
will be leased to Lessee pursuant to the terms of this Lease_
5.0 OWNERSHIP
5.1 No Sale or Security Interest Intended. This agreement constitutes
a lease or bailment of the property described in Schedule A ad not a sale or the creation
of a security interest. Lessee shall not have, or at any time acquire, any right title, or
interest in the property except the right to possession and use as provided for in this
Lease. Lessor shall at all times be the sole owner of the property.
6.0 OPERATING EXPENSES
6.1 Expenses. Lessee shall be responsible for all expenses, including
but not limited to fuel costs, and all other charges, whatsoever, in connection with the
operation and use of the Equipment.
6.2 Registration and Licensing. Lessee shall be responsible for
registering and licensing the applicable Equipment with the California Department of
Motor Vehicles. Lessee shall maintain all required registration and licensing in a current
state throughout the term of the Lease. Failure to maintain the required registration and
licensing shall be deemed an incident of default under Paragraph 17.1(a).
7.0 MAINTENANCE AND REPAIRS
7.1 Lessee's Responsibilities. Lessee shall assume all obligation and
liability with respect to the possession of the property, and for its use, operation,
condition, and storage during the term of the Lease. Lessee shall, at Lessee's own
expense, maintain the Equipment in good mechanical condition and running order,
allowing for reasonable wear and tear. Lessor shall not be under any liability or
obligation in manner to provide service, maintenance, repairs or parts for the
Equipment.
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7.2 Accessions. All installations, replacements, and substitutions of
parks or accessories with respect to any of the Equipment shall constitute accessions
and shall become part of the Equipment and shall be owned by the Lessor.
8.0 USE OF PROPERTY
8.1 Rights of Lessee. Lessee shall be entitled to the absolute right to
the use, operation, possession, and control of the Equipment during the term of the
Lease, provided Lessee is not in default of any provision of this Lease. During the term
of the Lease, Lessee shall employ and have absolute control, supervision, and
responsibility over any operators or users of the Equipment.
82 Duties of Lessee. Lessee shall use the Equipment in a careful and
proper manner and shall not permit any of the Equipment to be operated or used in
violation of any applicable federal, state, or local statute, law, ordinance, rule, or
regulation relating to the possession, use, or maintenance of the Equipment. Lessee
agrees to reimburse Lessor in full for all damage to the Equipment arising from any
misuse or negligent at by Lessee, its employees, agents, instructors or students.
Lessee will indemnify and hold Lessor harmless from any and all liabilities, fines,
forfeitures, or penalties for violations of any statute, law, ordinance, rule, or regulation of
any duly constituted public authority.
8.3 Use Limitations. Lessee represents and warrants that the leased
Equipment will be used solely for provision of law enforcement training purposes only,
as contemplated by the Funding agreement with POST, and that the lease Equipment
shall not be used for any form of personal use whatsoever by Lessee, its employees,
agents, instructors or students.
8A Annual Reports by Lessee. Lessee shall submit to Lessor on an
annual basis beginning at the end of the first year term of the Lease a written report in a
format acceptable to Lessor detailing Lessee's training activities related to the
Equipment, including, but not limited to, the number and type of course provided, the
number of participants involved and the agencies involved.
9.0 LESSOR'S RIGHT OF INSPECTION AND REPAIR
9.1 Inspection and Repair. Lessor, at its discretion during the Lessee's
regular business hours and with five (5) calendar days prior notice to Lessee, shall have
the right to enter the premises where the Equipment is located or used for the purpose
of inspecting the condition or use of the Equipment. If any of the Equipment is not being
properly maintained in the sole opinion of Lessor, Lessor shall have the right, but not
the obligation, to have it repaired or maintained at the expense of the Lessee.
10.0 ASSIGNMENT OF LESSOR'S WARRANTIES
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10.1 Warranty Assignment. Lessor shall assign to Lessee all
manufacturer, dealer or supplier warranties applicable to the Equipment to enable
Lessee to obtain any warranty service available for the Equipment. Lessor appoints
Lessee as Lessor's attorney-in-fact for the purpose of enforcing any warranty. Any
enforcement by Lessee shall be at the expense of Lessee and shall in no way render
Lessor responsible to Lessee for the performance of any of the warranties.
11.0 TAXES AND OTHER CHARGES
11.1 Taxes. Lessee shall be liable for an pay on or before their due
dates, all sale taxes, use taxes, personal property taxes, business personal property
taxes, and assignments, or other direct taxes or governmental charges imposed on the
Equipment or levied against it, or based on, the amount of rent to be paid under the
Lease or assessed in connection with the Lease. The term "direct taxes" as used
herein shall include all taxes, except income taxes and franchise taxes of Lessor, and
charges and fees imposed by any federal, state, county, municipal, or other
governmental authority. Lessee shall promptly notify Lessor and send Lessor copies of
any notices, reports, and inquiries from taxing authorities concerning delinquent taxes,
fees, or other charges received, or assessments received by Lessee_
11.2 Other Charges. Lessee shall be liable for any fees for licenses,
registrations, permits, and other certificates as may be required for the lawful operation
of the equipment_ All certificates of title shall initially be applied for in the State of
California and shall be issued and maintained in the name of Lessor, as owner. They
shall be delivered to Lessor and Lessee shall pay all expenses in relation to them.
11.3 Taxes Paid by Lessor. If any taxing authority requires that a tax as
set forth in Paragraph 11.1, above, be paid to the taxing authority directly by Lessor,
Lessee shalt, on notice from the Lessor, pay to Lessor the amount of the tax_
11.4 Contested Taxes. Lessee shall have the right at Lessee's own
expense to contest the validity or amount of any tax referred to in paragraph 11.1,
above, by legal proceedings promptly instituted and diligently conducted. Lessee shall
pay the tax demanded by the taxing authority before initiating any proceedings. If taxes
are reduced or cancelled, Lessee shall be entitled to the refund for any taxes previously
paid by Lessee, provided that Lessee is not in default under any of the terms and
conditions of this Lease.
12.0 LESSEE'S INSPECTION
12.1 Inspection by Lessee. Lessee shall inspect the Equipment within
five (5) calendar days after receipt thereof. Unless Lessee within that time gives written
notice to Lessor, specifying any defect in or other proper objection to the Equipment,
Lessee agrees that it shall be conclusively presumed, as between Lessor and Lessee,
that Lessee has fully inspected the property and acknowledged that the property is in
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540141 1
good condition and repair, and that Lessee is satisfied with and has accepted the
Equipment in such good condition and repair.
13.0 INSURANCE
13.1 Lessee's Duty to Insure. Lessee agrees at its own cost and
expense to maintain in full force and effect throughout the term of the Lease General
Liability, Automobile and Property Damage Insurance issued by companies satisfactory
to Lessor, insuring the interest of Lessor, Lessee, and their authorized agents and
employees. The policies shall be for primary coverage and shall have limits of no less
than:
General Liability $1 million per occurrence, $2 million aggregate
Auto Liability $1 million single limit for bodily am property damage
For all Equipment covered by this Lease, Lessee shall also provide
Comprehensive, Fire, Theft, and additional combined insurance coverage at Lessee's
own cost and expense naming Lessor as additional insured. Coverage shall be in the
form and amounts directed by Lessor from time to time.
13.2 Insurance Certificate. Lessee shall cause the insurer to furnish to
Lessor, no less than five (5) calendar days prior to the date on which the Equipment is
delivered to Lessee and no less than five (5) calendar days prior to the expiration date
of existing insurance, a certificate(s) evidencing the various required coverage. The
policy shall provide that the insurer shall not cancel or materially modify the insurance
except on thirty (30) calendar days advanced written notice to Lessor. If Lessee fails to
procure, maintain, or renew the insurance, Lessor may, but is not obligated to, obtain
insurance for the Lessee and for the account of the Lessee without prejudice to any
other rights that Lessor may have and seek recovery of said costs from Lessee.
13.3 Excess Liability .Indemnity. Lessee shall indemnify and hold
Lessor, its City Council, employees and agents harmless from and against all loss,
liability, and expense, including reasonable attorneys' fees, in excess of the provided
limits of liability insurance for bodily injury (including death) or property damage caused
by or arising out of the ownership, maintenance, use, or operation of the Equipment.
Lessee shall further indemnify and hold harmless Lessor, its City Council, employees
and agents from and against any and all loss, liability, and expense, including attorneys'
fees, because of Lessee's failure to comply with any terms, provisions, and conditions
of any insurance policy insuring Lessor and Lessee, or because Lessee's failure to
comply with the terms and provisions of this article.
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14.0 INDEMNIFICATION AND LIABILITY
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14.1 All Liability Assumed bV Lessee. Lessee assumes all risk and
liability for the loss of or damage to the Equipment, for the death or injury to any person
or property of another, and for all other risks and liabilities arising from the use,
operation, condition, possession, or storage of the Equipment. Nothing in this Lease
shall authorize Lessee or any other person to operate or use any of the Equipment so
as to impose any liability or other obligation on the Lessor.
14.2 Lessee's Du to Indemnify- Lessee shall indemnify, defend, and
hold harmless Lessor, its City Council, employees and agents from all claims, loss, or
other damage Lessor may sustain or suffer for any of the following reasons:
(a) The loss of or damage to any of the Equipment for any cause;
(b) The injury to or death of any person including, but not limited to,
agents, employees, instructors or students of Lessee; or
(c) Damage to any property arising from the use, possession, selection,
delivery, return, condition, maintenance, or operation of the Equipment.
Lessee shall reimburse Lessor for all expenses, losses, liabilities, fines,
penalties, and claims of every type, including reasonable attorneys' fees, imposed on or
incurred by Lessor because of Lessee's use or operation of any Equipment, or because
of the failure by Lessee to perform and of the Lease terms.
14.3 Obligations Survive Lease Term_ The indemnities and assumptions
of risk, liabilities, and obligations by Lessee arising under the Lease during the Lease's
term shall continue in full force and effect after the termination of the Lease, regardless
of the reason for termination.
15.0 ACCIDENT LOSS OF PROPERTY OR DAMAGE TO PROPERTY
15.1 Notification to Lessor. If any f the Equipment covered by this lease
is damaged, lost, stolen, or destroyed, or if any person is injured or dies, or if any
Equipment is damaged as a result of its operation, use, maintenance, or possession,
Lessee shall promptly notify Lessor of the occurrence, and shall file all necessary
accident reports, including those required by law and those required by insurers of the
Equipment.
15.2 Cooperation in Defense of Claims. Lessee, its employees and
agents shall cooperate fully with Lessor and all insurers providing the insurance under
this Lease in the investigation and defense of any and all claims or suits. Lessee shall
promptly deliver to Lessor and all papers, notices, and documents serve on or delivered
to Lessee, its employees, or its agents in connection with any claim, suit, action, or
proceeding at law or in equity commenced or threatened against Lessee, Lessor, or
both concerning the Equipment.
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15.3 Stipulated Loss Value. If any of the Equipment becomes lost,
stolen, destroyed, or damages beyond repair, Lessee shall pay the Lessor the
"Stipulated Loss Value" as set forth in Schedule , less any net proceeds of
insurance for the Equipment received by Lessor. Upon payment, this Lease shall
terminate with respect to that item of Equipment and Lessee shall become entitled to
the property on an "as-is-where-is" basis, without warranty, express or implied, for any
matter whatsoever.
16.0 ASSIGNMENT
16.1 Assignment by Lessor. Lessor may assign this Lease or any rights
under it at any time without Lessee's consent. In the event of any assignment, Lessor's
Assignee shall have all the rights, powers, privileges, and remedies of Lessor set forth
in this Lease.
16.2 Waiver of Defenses_ Lessee aggress not to raise any claim or
defense against Lessor arising out of this Lease as a defense, counterclaim, or offset to
any action by any Assignee for the unpaid balance of rentals due under the Lease or for
the possession of the Equipment.
16.3 Assignment or Subletting by Lessee. Lessee shall not assign this
Lease or any Equipment described in it, or assign any interest in the Lease or
Equipment, or sublet any of the Equipment without the express written consent of
Lessor.
17.0 ACTION CONSTITUTING DEFAULT
17.1 Lessee in Default. Lessor, at its option, may by written notice to
Lessee declare Lessee in default on the occurrence of the any of the following:
(a) Failure to make any payments or perform any of its obligations under
this Lease, including, but not limited to the provision of training to Lessor;
(b) Institution by or against Lessee of any proceeding in bankruptcy or
insolvency, or the reorganization of Lessee under the law, or the appointment of a
receiver or trustee for the goods and chattels of Lessee, or any assignment by Lessee
for the benefit of creditors;
(c) Expiration or cancellation of any insurance policy to be paid for by
Lessee as provided for under the terms of this Lease; or
(d) Involuntary transfer of Lessee's interest in this Lease by operation of
law.
18.0 RIGHTS, REMEDIES, AND OBLIGATIONS ON DEFAULT
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18.1 Lessor's Rights and Remedies. After the default of the Lessee, and
on notice from Lessor that Lessee is in default, Lessor shall have the following options:
(a) To terminate the Lease and Lessee's rights under the Lease;
(b) To repossess the Equipment without legal process free of all rights of
Lessee in and to the Equipment. Lessee authorizes Lessor or Lessor's agent to enter
on any premises where the Equipment is located and repossess and remove it. Lessee
specifically waives any right of action Lessee might otherwise have arising out of the
entry and repossession, and releases Lessor of any claim for trespass or damage
caused by reason of entry, repossession or removal.
18.2 Lessee's Obligation for Lessor's Costs. After default, Lessee shall
reimburse Lessor for all reasonable expense of repossession and enforcement of
Lessor's rights and remedies, together with interest at the rate of 2% percent per month
from the date of payment. Notwithstanding any other provisions of this Lease, if Lessor
places all or any part of Lessor's claim against Lessee in the hands of an attorney for
collection, Lessee shall pay Lessor's aftorneys' fees.
18.3 Remedies Cumulative. The remedies of Lessor shall be cumulative
to the extent permitted by law, and may be exercised partially, concurrently, or
separately_ The exercise of one remedy shall not be deemed to preclude the exercise
of any other remedy.
18.4 Effect of Forbearance_ No failure on the part of Lessor to exercise
any remedy or right and no delay in the exercise of any remedy or right shall operate as
a waiver. No single or partial exercise by Lessor of any remedy or right shall preclude
any other or further exercise of that remedy or right or the exercise of any other rights or
remedies. No forbearance by Lessor to exercise any rights or privileges under the
Lease shall be construed as a waiver, but all rights and privileges shall continue in
effect as if no forbearance had occurred. Acceptance by Lessor of rent or other
payments or services made by Lessee after default shall not be deemed a waiver of
Lessor's rights and remedies arising from Lessee's default.
18.5 Forfeiture of Lessee's Interest on Default. Upon default, for any
reason, Lessee and Lessee's successor interest shall have no right, title or interest in
the Equipment, its possession, or its use. Lessor shall retain all rents and other
payments of any kind made by Lessee under this Lease.
19.0 RETURN OF PROPERTY ON EXPIRATION
19.1 Lessee's Return of Equipment. Upon the expiration date of this
Lease with respect to any and all Equipment, Lessee shall return the property to Lessor,
together with all accessories, free from all damage and in the same condition and
appearance as when received by Lessee, allowing for ordinary wear and tear. If gLessee
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fails or refuses to return the Equipment to Lessor, Lessor shall have the right to take
possession of the Equipment and for that purpose to enter any premises where the
Equipment is located without being liable in any suit, action, defense, or other
proceedings to Lessee.
192 Lessee's Purchase of Equipment. Upon the expiration date of this
Lease, Lessee may purchase the Equipment from Lessor for its appraised value at the
time of the expiration of the Lease or, at the sole discretion of the Lessor, for a value to
be negotiated between the parties to this agreement.
20.0 LIENS
20.1 Encumbrances or Liens; Notice. Lessee shall not pledge,
encumber, create a security interest in, or permit any lien to become effective on any of
the Equipment. If any of these events take place, Lessee shall be deemed to be in
default at the option of the Lessor. Lessee shall promptly notify Lessor of any liens,
charges, or other encumbrances of which Lessee has knowledge. Lessee shall
promptly pay or satisfy any obligation from which any lien or encumbrance arises, and
shall otherwise keep the property and all right, title, and interest free and clear of all
liens, charges, and encumbrances. Lessee shall deliver to Lessor appropriate
satisfactions, waivers, or evidence of payment.
21.0 NOTICES
21.1 Service of Notice. Except as otherwise expressly provided by law,
any and all notices or other communications required or permitted by this Lease of by
law to be served on or given to either party by the other party shall be in writing and
shall be deemed duly served and given when deposited in the United States mail, first-
class postage prepaid, addressed to the following addressees:
LESSOR LESSEE
(address) (address)
22.0 AMENDMENT AND MODIFICATION
22.1 Method of Amendment or Modification. Any amendment of
modification to the terms of this Lease in order to be binding upon Lessor must be in
writing and signed by both parties. Other than by this amendment procedure, this
Lease shall not be amended, modified, or altered in any manner except in writing signed
by both parties.
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23.0 GOVERNING LAW
23.1 Choice of Law. This Lease shall be governed by the laws of the
State of California and any action arising from this Lease shall be filed in the County of
Riverside.
24.0 EFFECT ON HEIRS AND SUCCESSORS
24.1 Heirs and Successors. This Lease and each of its provisions shall
be binding on an shall inure to the benefit of the respective heirs, devisees, legatees,
executors, administrators, trustees, successors and assigns of the Parties. Nothing
contained in this paragraph shall be construed as a consent by Lessor to any
assignment of this Lease or any Interest therein by Lessee except as provided in
Paragraph 16 of this Lease.
25.0 SEVERABILITY CLAUSE
25.1 Agreement Survives Partial Invalidity. If any provisions of this
Lease or the application of any of its provisions to any party or circumstance is held
invalid or unenforceable, the remainder of this Lease and the application of the
provisions to the other parties or circumstances shall remain valid and in full force and
effect.
26.0 DISPUTES
26.1 Legal Action. In addition to any other rights or remedies, either
party may take legal action, in law or in equity, to cure, correct, or remedy any default,
to recover damages for any default, to compel specific performance of this Lease, to
obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the
purposes of this Lease.
27.0 TERMINATION
27.1 Termination for Convenience. Lessor may terminate this Lease for
its convenience at any time, in whole or in part, by giving Lessee written notice thereof.
Upon said notice, Lessor shall pay Lessee those allowable costs determined by the
Lessor to be reasonably necessary to effect such termination. Thereafter, Lessee shall
have no further claims against Lessor under this Lease. Further, if Lessor exercises its
right to terminate this Lease for its convenience, after such termination, Lessee shall
have no obligation to provide further training to Lessor as provided in this Lease.
Upon receipt of notice of such termination, Lessee shall immediately return all
Equipment together with all accessories, free from all damage and in the same
condition and appearance as when received by Lessee, allowing for ordinary wear and
tear to Lessor. If Lessee fails or refuses to immediately return the Equipment to Lessor,
Lessee authorizes Lessor or Lessor's agent to enter on any premises where the
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Equipment is located and repossess and remove it. Lessee specifically waives any
right of action Lessee might otherwise have arising out of the entry and repossession,
and releases Lessor of any claim for trespass or damage caused by reason of entry,
repossession or removal. If Lessee fails or refuses to immediately return the Equipment
to Lessor and Lessor must repossess the Equipment, Lessee shall reimburse Lessor for
all reasonable expense of repossession and enforcement of Lessor's rights and
remedies, together with interest at the rate of 2% percent per month from the date of
payment. Notwithstanding any other provisions of this Lease, if Lessor places all or any
part of Lessor's claim against Lessee in the hands of an attorney for collection, Lessee
shall pay Lessor's attorneys' fees.
[Signature Block on Next Page]
5,101411 000015
IN WITNESS WHEREOF, the Parties have executed this Lease by their authorized
representatives as indicated below:
"LESSOR"
Dated: By:
City Manager
APPROVED AS TO FORM ATTEST:
City Attorney City Clerk
"LESSEE"
Dated: July, 11, 2007 By: J/j�
Name: qe ce E. Heisk�ll, M.D.
Title: ISTM, Medical Director
vli � Q.Lb
WWI 7