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HomeMy WebLinkAbout1982-06 Approving the Town's Leasing of Certain EquipmentRESOLUTION r"`r 8 Series of x.982} A RESOLUTION OF THE TOWN COUNCIL APPROVING THE TOWN'S LEASING OF CERTAIN Et~UIPMENT; AUTHORIZING THE TOWN MANAGER TO EXECUTE ALL LEASES, BILLS OF SALE OR OTHER DOCUMENTS TO FINALI7,E. SAID TRA?~SACTION; DIRECTING THE T0~`,`N CLERK TO ATTEST TO TFiE TOWN MANAGER' S SIGNATURE AND TO AFFIX THE SEAL OF THE TOWN TO ALL NECESSARY DOCUMENTS. r WHEREAS, the Town has agreed to a refinancing and leasing plan with Colorado National Leasing, Inc., relating to four (4) Model T-30 Citz Cruiser Transit Coaches; and WHEREAS, the Town Council is of the opinion that the terms of said refinancing and lease should be approved; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: The refinancing and lease agreement summarized on the attached memorandum marked as Attachment "1" between the Town of Vail and Colorado National Leasing, Inc. for the above-identified equipment is hereby approved, 2) The Town Manager is hereby authorized to execute for and an behalf of the Town all documents necessary to complete the within approved arrangement, including leases, bills of sale and closing documents. 3) The Town Clerk is directed to attest to the signature of the Town Manager and to affix the seal of the Town to ,said documents. INTRODUCED, READ, APPROVED, AND ADOPTED this 2nd day of February, 1982. Rodney E.~lifer, h4~~ ATTEST : ne, Town~~Glerk r' f E[p.fIl'1~4;f11' I.}:1151: 11i~[tI:I;MI:t~fT' This Lease is made this 1st Tay of Ftibruary ~ 2 between Colorado National Leas='_r~g, Inc., a Calorada corporation Lessor") , and the Toti~rn .-c Vail., {~olorado I~ssee") . In consideration of the mutual covenants and Promises herein set forth, the parties agree as follows: 1. LEASE. Lessor hereby leases to Lessee, and Lessee hereby leases and hires from Lessor, the property, machinery and equipment I3quit~,~~,yt") described in the I3quipmsnt Description attached hereto as I.ixhibit A and hereby made a part hereof. 2. TT=RM. This lease shall commence on the date hereof and,un- _ less sooner terminated as provided herein, shall expire 5 years from the date of first delivery of any item of the I~uipmcnt. 3. RrNT. Rent for the F~uit~.,..:nt shall he in the amount set forth in the r~yuipment I~easc Schedule attached hereto as fixhzbit T3 and hereby made a part hereof. T.essee shall pay Lessor such rent in the amounts and at the times set forth an T:xhihit I; at the office of Lessor in ['olden, Colorado, or to such other person and/or at such other place as Lessor may fmm time to ti.mc clesi;~nate in writing. 4. USE.. Lessee shall use the Equipment in a careful and proper manner and shall comply with ail aPplicaUle governmental laws, ordinances and regulations in any way relating to the possession, use or maintenance of the Equipment. If at any time during the term hereof I~essvr supplies Lessee with labels, plates or other markings, stating that the Fxluipment 3. ~.;.,~,~~~~~~ i.s owned by Lessor, Lessee shall affix the Same to a prominent place on t`; 'f.A• 7 .AY ~~'a,.~ Ixlulp~^nentJLJ~ d i u 4 ~a ~~ q,3,u_~.;~.; - : _..:. S. Ll<SSEE'S INSP)rGTIDN; ~YARI2I~M'Y DISCI.AIMFiR. r;'~,' a) Lessee shall inspect the lx{uipment within forty-eight 48) hours after receipt thereof, Unless Lessee within such period of time gives written notice to Lessor, Specifying any defect in or other proper abjection to the ~vipment, Lcssec agrees that it shall be con- elusively presurtied, as between Lessor and I,cssee, that Lessee has fully inspected and aclrnowledgcd that the rcluipmcnt is in good condition and r impair, and that I..essee is satisfied with and has accepted the Equipment in such good condition and repair. At or prior to expiration of such in- spection period, Lessee shall execute and deliver to Lessor the Certificate tones attached hereto as l;xhibit C and hereby made a part hereof. of Accep b) Lessor hereby assigns to Lessee for and during the of this Luse all manufacturer's warranties and guarantees, express or implied, with respect to the Equipment, to the exte3:t such warranties end guarantees are assignable. Lessee acknowledges that it selected each item of F~uipment based on its own analysis and investigation from vendors chosen by Lessee and further acknwwledges that Lessor made no represents- bons or warranties in connection with the Equipment or vendors. LESSOR MANS ND WARRANfY, EXPRESS OR IMT'T.IETI, WITIi RESPECT TO TtiE EQl3IPAIEN'1' AND EXPRESSLY DISCLAIMS ANY WARRAKIY REGARDING 37iE MER©iANTASTLITY OF THE E~UIpl~TE.NT', ITS FITNESS FDR A PARTIC'TJLAR PURPOSE, ITS DESIGN, CONDITION OR iIP AND 'THE ENFORCEABILITY OF ANY WARRANTY OR G1„WRANTEE OF Tl-TC MAN- UFACTURIER OF THE k:C2[JT 1~NT . 6. LESSOR'S IN5PI:CTION. Lessor shall at any and all times dur- ing business hours have the right to enter into and upon the pre3nises where the &~uipment may be located for the purpose of inspecting the same or ob- serving its use. 7, ALTC:1tt1fI0N5. Without the prior written cans~.~nt of Lessor, Lessee shall not make any alterations, additions ar ir~rovements to the Equipment. 8. REPAIRS. L~essce, at its own cyst and expense, shall keep the Equipment in good repair and condition a3uT shall bear all expenses of the maintenance and operation of the T:cl~ilprrx~nt. 9. INSTIRAlVCE; TOSS Alri? IlAl~lAt~l;; AGREI::U OPTION T'1tICE. Lessee Shall keep the Equi~,~~..~t insured against all risks of lass or damage Uy fire anc3 3 i, y_ s such other risks as are covered by endorserr~nt comrmnly known as supplen~en- t~ or extended coverage far the greater of the faix 3r~trket value thereof or the "Agreed Option !'rice set forth in Exhibit 33 attached hereto with re- spect to the Equipment. Lessee shall also carry public liability and pro- petty damage insurance covering the Equi.pm~~nt in arrounts not less than 20U,000 in respect of bodily injury or death to any one person, nvt less 2- than $SOO,D00 in respect of any one ;accident, and not less than $100,0(]a in respect of property danra~;e. 1111 such liability insurance s~~a11 in- sure both [,essor and Less~:e and all such rropc:rty damage insurance shall name LLSSar as loss payee as its interest Wray appe:~r~, l..es.see may effect such coverages under its blanket policies. No loss or c~amabe to the Equipment or any part thereof shall in~air any obligation. of the Lessee under this Lease which shall continue in full force and effect. In the event of loss or damage of any kind w~3atevcr to any item of Equipment, the proceeds of such insurance shall be applied to any item of Equipment: a) To place the same in gaud repair, condition and work- Ong order, or replace the same with like Equipment in goad repair, con- dition and working order; or b) If, in the reasonable }udgment of Lessor, the Equipment is'determined to be lost, stolen, destroyed ar damaged beyond repair, Lessee shall pay Lessor therefor in cash, to the extent the insurance proceeds paid to Lessor may be insufficient, the Agreed Option Price set forth in E.xftibit B determined as of the date of the last full rental pay- ment made by Lessee, plus interest an such Agreed Option price at the rate set forth in Exhibit S from the date of the last full rental payment ~- t~tl the date of payment for the I:quipn~a~t. Ch~on such payment this Lease sha7.1 terminate with respect to the Equipment sa paid for and Lessor wi11 thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee "AS-IS-IVt3i:ltfi-IS," FVITHOIfi' i~1tRE1Ni'Y, EXP}tL'SS Olt Ih~'I.IED, WITH RESPECT Ta ANY bfATTER 1N} iA15OEVIiR . 10, SURRENDER. Except as provided in paragraph 20 hereof, upon Y:w+-;,,; ~ the expiration or earlier ternunation of this pease, Lessee shall (unless Lessee has purchased the Equipment Pursuant to paragraphs 9 or 14 hereof) return the same to Lessor in goad xepair, condition and working order, or- a..... Binary wear and tear resulting from proper use thereof excepted, by de- y-° ~ lirering, at Lessee's sole cost and a nee ssession of the ui ment r-;~~~ , to Lessor at such place as Lessor may designate. 11. TAXES AND LItiNS. a} Lessee agrees to pay and to indennify and hold Lessor 3_ harmless from all license, sales, u_~:c prrsonal prnparty or oth~:r taxes to- gather with ~ any pen.-~lties, fines or interest therear~ imposed or letiried with resre~ct tp the }aquipm::nt or the ownership, delivery,lease, pos- session, vse,o;~e~"ation, sale or the disposition thereof,or upon the ran- talc or e~.rnings arising therefrom. b) Lessee shall not directly or indirectly create, incur, assume ar suffer to exist any sccirrity interest, lien or encumbrance on or with respect to any item of T.~~uipn~ent yr any interest therein, Lessee shall promptly, at its expense, take such action as may be necessary to discharge any such security interest, lien or encum3ran~:e ~ and when the same shall arise. 12. L£5.SOR'S PAYMENT. In case of the failure of the Lessee to procure or maintain insuxance on the Equipment, pay taxes on or with re- spect to the Equipment or maintain the Equipment free and clear of any security interests, liens and cnc-u~liraaiccs, as herein specified, Lessor shall have the right, but not be ot~l igatec], to efEoct such insurance, to pay such taxes anti discharge such security interests, liens and oncun~ranaes and the cost thereof shall ~e repayable to Lessor with the next installment of rent. 13. DEFAULT. If the Lessee shall fail to pay the rent duo and payable under Exhibit B attadied hereto within ten [10) days after the same is due and payable, or if the Lessee shall fail to observe, keep or perform any other provision of this Lease for a period of ten (1Q) days after re- ceipt of written notice thereof, Lessor shall have the right to exercise any one or mare of the followint; remedies: a) To terminate this Lease and to sr.ae for and recover all i' , rents and other pa}~nnts than accrued anti unpaid hereunder and all rents 44 and other payments which will accrue during tj~e then current fiscal yearr 'R ; `~ . . j~<- of Lessee. y,. _ rL~;` i ` T.S r~;.:,.. (b) To retain all rentals and to tape possession of any or all items or Equi~~mezit, without fur•t~rer ciemancl or notice grid without any court order or other process of law, and either to remove the samei e'~S .~, ~'or to lease the same to others.14. TERMINATION FUR NON-Al'PiZOI'RiATIUN. Notwithstanding anything herein to the contrary, i E' l~:ssecMacs nat ai~pra~7riutefunds for any fiscal Y 4 i s,: f4 ~w~w~f1+ e fy, , '.,'~' . f l' year of lessee during the teen hereof sufficient to pay the amounts due ereta~d~er i.n such fiscal year and d,~~5see has exhausted all fwids legally available for payments uue tuider this Lease, Lessee may, by written notice given to lessor na later than ten {ld) days after auoption of the budget far such fiscal year, thereupon terminate this Lease. Upon such termin- ation, Lessee shall return the I~~uipi~nt to Lessor in accordance with pare graph 10 hereof and pay all rents and ether payments dire to Lessor for pe~ rinds prior to the data the Fx~uipu>G:nt is sa returned to [,essor. 15. AS~IG~~iENP. Without the prior written consent of Lessor, Lessee shall neither assi~, transfer, pledge or hypothecate this Lease, the Equipmrent or any part thereof, or any interest therein, ear sublet any item of Equipment. It is unc~rstood that Lessor contemplates assigning this Lease or interests in the Gluiprncnt and that Lessor's assignee may also assign the same. All ri~tts of Lessor hereunder may be assigned, transferred, or otherwise disposed of, either in whole or in part, wittwut notice to Lessee; provided, however that no assib,,,~~:nt of this Lease or any interest therein shall be made except subject to the rigkyts granted to the Lessee by virtue of this Lease; and provided further that no as- signee of Lessor shall be obligated to perform any duty, covenant ar con- dition required to be pexfarmed by Lessor under the terms of this Lease. lb. PE[LSONl~L PEt(]PCft'TY. The ~.tuipment is, and shall at all times be and remain, personal property notwithstaridinb that the Equipment may be affixed or attached to, ar imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails bolts, screws or otherwise. 17. iNDk7~~lITY; LIbiI15 OF LIA~iILITY. Lessee hereby assumes li- ability far and agrees to indemnify and hold Lessor harmless fmm and against any and all debts, liabilities, oblibations, claims and expenses, including court costs and attorney's fees, incurred by ar asserted against Lessor in connection with, arising out of or inci~nt to the ownership, delivery, cease, possession, use, operation, condition, sale or ather~dis- pasition of any item of Equipment. Lessor is not responsible for any re.. pairs or service to the Equipment or any defects therein. Lessor shall not be liable for arty consequential, incidental or special damages of any 5- character as a result of or arisin}; out of the lease of tlk: Equipment, or any item therieof, incluclin~; loss of proEits~ pm,~:rty da-n3~~; or last pm- duction, whether suffered by Lessee or~any other person. 18. IN'11:RE5T. Should Lessee fail to pay iy part of the rent herein reserved or any other sw„regl.drad by,lessee to be paid to Lessor, within 10 days after the due date thereof, I.,essee shall pay to the Lessor interest on such clelinyuent payment from the due date until paid at the rate of I5 percent (15 °s) per annuun. 19. OPTIQN. Provided Lessee is not in default in the perform- anoe of its obligations hereunder, Lessee shall have the optZarx, at any time after March 1, 1982 to purchase the Equipment for an a~maurtt equal to the Agreed Option Price thereof set forth in Exhibit B at the date of the last full rental payment, plus interest on such Agreed Option Price at the rate set forth in >;xhibit B from the date of the last full rental. payment until the elate of lxay,t~nt for the 1-:quipment. Scrh option to purchas$ the Equipment s]xall be exercised by the payment of the Agreed Option Price plus interest as herein proveded to Lessor at Lessor's office in Denver, Colorado. It Lessee exercises the option to purchase the Equipment, title thereto shall thereupon become vested in Lessee arxd iessor will. thereulon execute alZd cic;liver to l,,:ssee a bill of sale trans- ferring such Equipment to l.essce "'i45-IS-~Y1il:ltls-T5," 11~i'1TlOt1'1' IVJ1Ftlt~'i-t~fl'Y, EXP1tl;SS OR iAg'LIED, WITIi ItP.51'tit:T TO AMr A~~'!"1'I:R 1VIIrr~I.soL~VI:12. 20. E)CPIR111'I()ti. If lessee shall co,~~ly with a~Il provisions of this Lease an its part to 13c kcjrt anal Perfonnex3, then ~,pon the expiration of this Lease, all right, title a,id interest of Lessor in tl~e Tquipment subject to this Lease shall vr.st in and become the proC,ert}~ of Lessee, and Lessor sale transferring su~:h I:clluifmcnt to i~essce, "h`;-IS-I~l[l:lui-IS," WI'TII- OUl' WAW~ANfY 1vX!'1tFS5 Olt IMPLIED IV I'!1 I It[Sl'I:CT TO MiY Mt1!'!'!rR WI IATSOL~:It . r,..kMr ~-~`~` ~ Zl. TAX EXI1~11"FIU~I. 'I'lrc "lent", "Interest", "Al;rced Option N~,,~~~:_:_-~ Pr ce and her computations set forth in this le:~se and exhibits attached hereto have been fixed and camr,rteci ulxon tl,c assumption that the airount de- t,S X9'4 i1~ ! ra .. f `ti ~¢. Ji.L~ t ''~{ ~~signated as "Interest" will be exc~upt fro~n fecbt.~ral income taxation a,xd (if f'~~'~~~^-`~~- so tested on Exhibit $) state income taxation in the hands a£ the Lessor an~ir. z:f~-~~,"~' its assignees. y{ it is determined that such "Interest" p1yments are not f;, `~.' ; ."- 50 e~oe t then the ltems of "ltc:nt", "Interest", "Al;reecl L~ltlon I}t'1C0" and tiI`. ,,; , r.. related ~:omputations rayable by the I~csyez: to i.essor hereunder shall be adjusted so as to provide Lessor- with tlu: airowit a£ such items as shall equal, o~rt an after tax basis, the anqurzt thcrec~f set Earth in this Lease and exhibits attached Ix'rcto. 71ii~ netliocl and ~:i~-zng of the pa}~nt of such adjustment shall.}~e as mutually agreed upon pron~tly following not- ice to Lessee of the need for such adj ustr~nt, 22. FINANCIAL S`iAl'E-~ii:~rf}:S. Lessee shall furnish to Lessor, with- in sixty (60) days after the end of each fiscal quarter of Lessee, finan- cial statements of Lessee which shall include a balance sheet and state- Went of revenue and expense of i.essee for the quarter and the year to date and such other information and reports as Lesser sha11 reasonably request. A11 such financial statements s}loll be certified to be true and correct by the appropriate officer of lessee, 23, CLAIMS. Lessor hereby appoints and constitutes Lessee as its agent and attorney-in-fact during the term of this Lease to assert and enforce, at the sole cost and expense of the Lessee, whatever clairis and rights the Lessor may have as owner of the Equipment against any vendors, manufacturers, suppliers or contractors in respect thereof. 24. NOIV-WAIVER. No waiver of any of the Lessee's obligations tndsr this Lease shall be deemed to take place unless such waiver has been made in writing and signed by the Lessor. Failure to exercise any .-;.,:,dy r which Lessor may have under this Lease or :any other acquiescence by the Lessor in any default by the Lessee shall not'constitute a waiver of any obligation of Lessee hereunder, including the obligation as to which Lessee isi'~: F in default. 2S. QDNCl31t[tEhfT R~IEDIF.S, Na right ar remedy conferred upon ar zn~~~ reserved to the Lessor in this Lease is exclusive of any other right ear vided or rmittey..~,;~~;• .~~..y:dy r... pe d herein by law or equity; but each shall he cuauiative of any other right or rcmt:dy given hereunder, or now yr here- 2~ iR',~after existing at law or in ~yuity or by statute or otherwise, and may be r~'~~~`~_~`- enforced concurrently therewith, or from time to time.r: r -,.x~.'~.: FICATIDN. 'This Lcasc constitutes the entire agreement 3. ~ ,::;,a: ,.between tessar and Lessee and shall not be amended, altered or modified ryys; except in a writing signed ray the parties hereto. e~ 7- 1 ~, 27, NOTICES. A11 notices requirc~ci or ~x:rmitted hereunder shall be sufficient if delivered pcrsa«ally or m,ilcd to the parti~.s at the ad-_ dress hereafter set forth or ar. such other address as either party may de- signate in writing fmm tiisr to time:. My such notice s!~il be effective 48 hours after it has boon de~~osited in the ~lr-itcd States ma.1, d~~y ad- dressed and with postage prepaid. 2$. (~01/ERlVING LAW. This Lease and other instruments or docu- aents executed by the parties hereto, and the rights and duties of the parties hereto, sha11 be construed and enforced in accordance with the laws of the State of Colorado. 29. TIME. Time is of the essence of this Lease and each and all of its provisions. 30. SEVERABILITY, If any provision in this Leash or the appli- cation of such provision to any person nr circumstance shall be invalid, illegal or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those to which it is invalid, Illegal or unenforceable shall not be affected thereby. IN WITNESS Wi[ERf~L}i=, the parties hereto have executed this Lease the day and year first above written. LIiSSOR: COLORADO NATIONAL LEASING, INC. By Bldg. S 1, Suite 150 141Q2 W. 20th Ave. Golden, ca saQOi LESS: d"'. Town of Vail, Colorado f;~::~~ ~~LLs;_ fir ~.;,;~:.;~~. ,: .ATTAII~I+r!'S; j ~"~ "~: j '~.' ~- - a~: ~~,Resolution No.of the s;: ~~ s~~.,~~h*~ 3t ~Equipment Descri Lion Exhibit A) Equipment Lease Schedule Exhibit B) w=~~..Certificate of Acceptance Exhibit C) Opinion of Counsel t-- E?CE~IBIT A" LEASE # 76301 LESSEE: TOWN OF VAIL, COLORAD(} Four (4) Made1 T-30 Citi Cruiser Transit Coaches with T 7.3.2. directional signal foot switehes. Serial n~ber as fallaws: 1) 1TUBBT58XBR000699 2) 1TUBBT585BR000688 3) 1TUBBT583BR000687 4) 1TUBBTS$9BRODD693 LEASE ~~ 76341 PAYMENT RENT N0. PAYF4ENT INITIAL BALANCE EXHIBIT B EQUIPMENT LEASE SCHEDULE DESIGNATED REDUCTION OF INTEREST PRINCIPAL BALANCE OF AGREED PRINCIPAL OPTION PRICE 447,110.88 426,597,43 r 1 27,365.00 13,559.28 13,805.72 393,305.16 414,946.94 2 27,365.00 12,F,69.82 14,495.18 378,809.98 394,622.83 3 27,365.00 12,180.37 15,184.63 363,625.34 377,745.11 27,365.00 11,494.91 15,874.09 347,751.25 360,273.76 5 27,365.OO 10,801.46 16,563.54 331,187.71 3#2,208.79 6 27,365.ao 10,112.00 17,253.00 313,934.71 323,550.21 7 27,365.00 9,422.55 17,942.45 295,992.26 304,298.00 8 27,365.00 8,733.09 18,631.91 277,360.35 2$4,452.18 9 27.365.04 8,043.64 19,321.36 258,038.99 264,012.74 10 27,365.04 7,354.18 20,010.82 238,028.17 242,979.67 11 27,365.40 6,6h4.73 20,7(}4.27 217,327.90 221,352.99 12 27,3F5.00 5,975.27 21,389.73 195,938.18 199,132.69 13 27,365.00 5,285.82 22,Q79.18 173,859.00 176,318.77 14 27,365.40 4,59b.36 22,768.64 151,090.36 152,911.24 15 27,365.00 3,906.91 23,458.09 127,632.27 128,910.08 16 27,:165.x0 3,217.46 24,147.54 103,484.73 104,315.34 17 27,365.00 2,528.00 24,837.x©78,647.73 79,126.90 18 27,365.00 1,838.55 25,526.45 53,121.27 53,344.89 19 27,365.00 1,149.09 26,215.91 26,905.36 26,969.25 0 27,365.xQ 459.64 26,945.3fi 00 00 t y , Vii} Unless sooner terminated as set forth in the Lease, the term of this lease respecting each item of equipment shall commence on February 1, 1982, and shall expire on play 1, 1987. As rent for said equipment, Lessee shall pay Lessor the sum of $47,110.88 payable in installments as follows: May lst, August 1st, 1Vovember 1st, February 1st, commencing on May 1, 1982, which said installments of rent include interest at the rate of 12.00 per annum on the Balance of Principal. l r Exhibit C" CrR'FirT;;11T1: Ol: AC: t; IiF~'I'11;~t~1; The itrsti~ersibt~ecl l~c~rcl~y Certifi e~. that Yt has inspects;;}, rc~o~.vod, a},prvvc~cl and hcxeby ~ccopts delivery . of the i"o1lo~ring eglixPment t~l~on the terms ?nd conditions ti.set -forth herein and in that I:nuipment• I.casc A~;rccmcnt datedEebruary 1, 19$2 between the undersigned and Color~~clo National Leasing, Incorporatccl , a Colorado corporation: l . l'1P.GCr1 Pri otl of 1'cltii.nment T . See attached "Exhibit A" h-, . - Y'~; The cost of the equipment is $407,110.88 , µ'.~ ...The undersigned further certi.ficd that the fore-going equipment is in gaud orclcr and condition, and conforms to the specifications applicablethereto.f..~ i `I The execution of this Ccrti#"icate will in no way relieve or decrease the respo~~5ibility of- the manufacturer of i. ;,..the equipment for any warranties ith<<s made with respect to thc same. Tha.-undersigned hereby requests Colorado National Leasing, Incorporated to prc~;ess payment in the amount of s-.'. $407,110.88 to the vendor, Town of Vail, Colorado y Dated; t c ~(j.~ f. ._ . 7 '~~ ~ = i r;~CrIF~~` f~„ q r. p~;•~, . , j '~..~ ~.~ .. .' - i~ {.t ,.. f' T." ~ATTJiST . axe , k.r.^~~_...~i 'rr v ., lay Lessee