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Home My WebLink Aboutresolution.council.032-02 RESOLUTION NO. ~----~ iSERIES OF 2002~ A RESOLUTION OF THE CITY COUNCIL OF ASPEN. COLORADO. APPROVING A SUPPLY PROCUREMENT AGREEMENT BETWEEN THE CITY OF ASPEN AND INTERMOUNTAIN COACH LEASING. INC.. AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN. WHEREAS. there has been submitted to the City Council a Supply Procurement Agreement between the City of Aspen, Colorado and Intermountain Coach Leasing, Inc.. a copy of which is annexed hereto and part thereof. NOW, THEREFORE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN. COLORADO. Section One That the City Council of the City of Aspen hereby approves that a Supply Procuremem Agreement between the City of Aspen. Colorado. and Intermountain Coach Leasing, Inc.. regarding purchase of two small replacement shuttle busses "Aerotech model 200". a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said Agreement on behalf of the City of Aspen. Hei~n ~ali~ ~d~r~y-o-rr I. Kathryn Koch. duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolut,~n ado~pted by the City Council of the City of Aspen. Colorado, at a meeting held ~ ~-~o? ,2002. Kathryn S. K~I{, 'City Clerk '" SUPPLY PROCUREMENT AGREEMENT CITY OF ASPEN BID NO, 2002 - 7FM THIS AGREEMENT, made and entered into, this 8 day March of 2002, by and between the City of Aspen. Colorado, hereinafter referred to as the "City" and Intermountain Coach Leasing. Inc., hereinafter referred to as the "Vendor." WITNESSETH, that whereas the City wishes to pumhase_.Two (2) Small shuttle busses ~Aerotech model 200"hereinafter called the UNIT(S), in accordance with the terms and conditions outlined in the Contract Documents and any associated Specifications, and Vendor wishes to sell said UNIT to the City as specified in its Bid. NOW, THEREFORE, the City and the Vendor, for the considerations hereinafter set forth, agree as follows: 1. Purchase. Vendor agrees to sell and City agrees to purchase the UNIT(S) as described in the Contract Documents and more specifically in Vendor's Bid for the sum of One Hundred One Thousand,Nine hundred Thir*~ Four and no cents dollars ($_101,934.00). 2. Delivery. (FOB 1080 POWER PLANT RD. ASPEN, CO.) 3. Contract Documents. This Agreement shall include all Contract Documents as the same are listed in the Invitation to Bid and said Contract Documents are hereby made a part of this Agreement as if fully set out at length herein. 4. Warranties. A full description of all warranties associated with this purchase shall accompany this contract document. 5. Successors and Assigns. This Agreement and ail of the covenants hereof shall inure to the benefit of and be binding upon the City and the Vendor respectively and their agents, representat!ves, employee, successors, assigns and legal representatives. Neither the City nor the Vendor shall have the right to assign, transfer or sublet its interest or obligations hereunder without the written consent of the other party. 6. Third Parties. This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Vendor or City may assign this Agreement in accordance with the specific written permission, any rights to claim damages or to bring any suit, action or other proceeding against either the City or Vendor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 7. Waivers. No waiver of default by either party of any of the terms, covenants or conditions hereof to be performed, kept and observed by the other party shall be construed, or operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein contained, to be performed, kept and observed by the other party. 7-?URCH. DOC 8. Agreement Made in Colorado. The parties agree that this Agreement was made ~n accordance with the laws of the State Of Colorado and shall be so Construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. g. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attomey's fees. 10. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation, review or drafting of the Agreement. 11. Cer[ification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Vendor certifies, by acceptance of this Agreement, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any transaction with a Federal or State department or agency. It further certifies that prior to submitting its Bid that it did include this clause without modification in afl lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event that vendo( or any lower tier participant was unable to certify to this statement, an explanation was attached to the Bid and was determined by the City to be satisfactory to the City. 12. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest Vendor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Vendor for the purpose of securing business. Vendor agrees not to give any employee or former employee of the City a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefor. Vendor represents that no official, officer, employee or representative of the City dudng the term of this Agreement has or one (1) year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of this Agreement. 7-PURCH.DOC In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right to: 1. Cancel this Purchase Agreement without any liability by the Ci~ 2. Debar or suspend the offending parties from being a vendor, contractor or sub-contractor under City contracts; Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Vendor; and 4. Recover such value from the offending parties. 13. Termination for Default or for Convenience of City The sale contemplated by this Agreement may be cancelled by the City prior to acceptance by the City whenever for any reason and in its sole discretion the City shall determine that such cancellation is in its best interests and Convenience. 14. ~L~nd Availability. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this Agreement contemplates the City utilizing state or federal funds to meet its obligations herein, this Agreement shall be contingent upon the availability of of those funds for payment pursuant to the terms of this Agreement. 15. City Council Approval. If this Agreement requires the City to pay an amount of money in excess of $10,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. 16. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform under this Agreement. Vendor agrees to meet all of the requirements of City's municipal code, section 13-98, pertaining to non- discrimination in employment. Vendor further agrees to comply with the letter and the spirit of the Colorado Antidiscrimination ACt of 1957, as amended, and other applicable state and federal laws respecting discrimination and unfair employment practices. 17. integration and Modification. This written Agreement along with all Contract Documents shall constitute the contract between the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, vendor understands that no City official or employee, other than the Mayor and City Council acting as a body at a council meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on behalf of the City. Any such Agreement or modification to this Agreement must be in writing and be executed by the parties hereto. 18. Authorized Representative. The undersigned representative of Vendor, as an inducement to the City to execute this Agreement, represents that he/she is an authorized 7- PORCH. DOC representative of Vendor for the purposes of executing this Agreement and that he/she has full and complete authority to enter into this Agreement for the terms and conditions specified herein. IN WITNESS WHEREOF, The City and the Vendor, respectively have caused this Agreement to be duly executed the day and year first herein written in three (3) copies, all of which, to ail intents and purposes, shall be considered as the original. FOR THE CITY OF ASPEN: ATTEST: City Clerk ~ - / ---' ~--. 7-PURCH.DOC Intermountain Coach Leasing, Inc. 7720 El¢ccron4c Drive. ColoradoSpdngs Colorado 80922,7!9-570-1.!22, Fax 570-).1.24 l~'ebmary 2i, 2002 City of Aspen Transportation Department i30 South OaIena Aspen, Co~ 8~61i Arm. Mr. Jolm Kruger De~ Mr. ~ger, Kemy Os~er requested I s~d you the small shuttIe bus quote which you ~e seebng for the of Aspen. These ~e the same items which are being ordered for.K~ I~A. Included is the pm'chase order front the Ci~ of Pueblo which shows ~ base price of 544~91.00 C~ASStS 2002 Ford E--550 RV C~away Van Cbassb- DS" ~eel Base~ GV WR 1~... 00~ s '7.3L V-8 ~iesel engine L~25/75~1 SD a11 se~on ~diaI tires Spa~ tire loaded loose 4 speed electrode ov~-d~ve automatic tr~sm~ss[on Power T~lt ste~g and C~se consol Dash hr condifio~ng ~d heater/deSoster Hea~ du~ cooling package 35 g~on ~ ~ 4 wheei ~S braes (Disc ~oat and D~ rear) 130~p Hea~ duty ~termtor-DuaI hea~ duty batter/es 1250 CCA Total BOLD items are added to Che ~[st~ng speciSca~on For The City of Pueblo's bid to m~t ~TA's requirements. E~orado N~t~on~I Aerotech 200 Passenger bus body Sidewalls m~acc~ed cf Ve~ce} honeycomb Fiberglass composite Mate~aJ ~/4" ~2e gr~e pt~ood City of Aspen bus quote Page 2 2/21/02 LED exterior light clearance, brake, turn Inter/or s/dew.a/ts and head liner cloth covered w/Level 5 cloth t/8" transit grade Gray floor rubber w/3/,16'~ ribbed aisle and step tread £MVSS color/function coded electrical wiring Aluminum beat shield over chassis muffler Street s/de exhaust ta~'l pipe 29"X 41" Top t-slide passenger windows w/31% ti~t Front and rear mud flaps Full hotly undercoating ,Electric operated double out passenger entry door $2" X 83" Interior courtesy and entry step well lights Overhead handrails each side of aide Staadee line (white) 3~odpsty panel behind driver Entrance door grab rails right and lei5 side Ex~terior mirrors 6 ½" X 9 ½"w/5" convex mirrors- brushed stainless steel High back reclining drivers seat w/fore and ai~ adjustment, arm rest, lumbar a.djustment (6')Mid high Freedman 2 passenger feather weight seats (1) ]Freedman 2 passenger fllp seat Lc*el 5 doth covering on seats Tower Blue Combo Level 5 cloth pads #230 TOWer Gray Seat back padded grab handles for all seats (Except rear row) Seat belts a// passengers (14) Rubber floor mat in drivers area Drivers electro~c switch pa=el Deluxe XM/F!vl/Cassette stereo w/4 speaker~ Front lighted sign panel w/Vuttron destination head sign Wheel chair lit5 doors w/windows and door hold opens Additional leaf spring on curb side Braun L-917 wheel chak lffi (ADA.) interior and exterior lighting (ADA) Wheel chair/transmission interlock system (ADA) 1 Wheel chair tie down Q~Strain~ QRT retractable shoulder belt* (ADA) 1 Q,StraiUt storage POuch ~ear mount air conditioning system 30,000 BT'U's Inter/or rear aux/I/ary heazer 45,000 BTU's lteated entry bottom step AuxiHaryheater dmtoffvaives (rear system isolation) Rear emergency exit window 22" X 58" Exterior base paint is White w? Black out window painted area DOT safety package Fire ex-t, 16 unit 5rst aid kit and triangle warning reflectors As built parts and ele~ricaI manuals City o£kspen bus quote Page 3 2/21/02 OPTIONS DEDUCTED from Ci~ of Pueblo price that were not requested by the Ci[y of Aspen which are included in the base bid pr/ce of $44,591.00 1) 7.3L Diesel on,ne $3, i00.00 2) Manual entry door ~I20.00 3) Rear A/C 40,000 BTU's $1,750,00 4) Engine hour meter $45.00 5) Exterior ontO- door light $35,00 6) Yellow step nosing $25.00 7) Reverse backing ahrm $35.00 · 8) Radio _&M/FM $150.00 ADDED BACK 9) Stanohion vertical w/modesty panel $100.00 10) (2) 3 step fold-away flip down seats $350 ea $700.00 11)(4) Seat belts @$.I5.00 $60.00 I2)(4) K/nedyne wheel claair tie downs $210 ea $840.00 13)(4) Kinedyne storage pouches $20 $80.00 14)(5) Seat cover Skire Ascot $I(~ each $50.00' 15) tm:erior mirror 6;' X 16" $30.00 t5) Aerolite narrow body $8,900,00 Total Deductions from $44,591.00 $16,020.00 OPTIONS Added to Base Price to meet The City of Aspen requirements l) Electric drive line retarder w/5and controls $5,300.00 DELETED 2) Seat back padded grab handles for ail seats $180.00 3) IdED exterior light clearance, brake, mm $535.00 4) Gray floor rubber in lieu of Biack $235.00 5) Vultron fi.on: destination sign $5,250.00 6) Rear AJC 30,000 BTU's $1,350.00 7) Standee line (whke) $25.00 g) 8pare tire loaded loose $235.00 9) 5.4L (V-g) gasol~e cng/ne $850.00 I 0)Modesty panel behind d~ter $75.00 1 l)Heated entry door step $250.00 DELETED 12)AM/EM/Cassette radio w/4 speakers $275.00 DELETED 13)(l) Q-Straint QRT fie down system $5 14)Q-Stra~nt storage pouch $20.00 15)Interior walls and ceiling Level 5 cloth $515,00 16)Levei 5 clotkpads #230 Tower Gray $145.00 17)(6)Mid ,~gh Freedman 2 pa~s feather wcqght seats $1,200.00 18) (I) lZreedman double passenger flip seat $335.00 City o£Aspen bus quote Page 4 2/2t/02 19) (i5) Leve! 5 cloth seatil~,g $40.00 ea $600.00 20) (14) Seat belts ~25.00 each $350,00 DELETED 21) Aerotech 200 w~de body $9,850,00 22) Elec~r/~ 32"x83' entry door $345,00 Total Additions $28,430.00 54~,591.00 <$16, 020.00> Deductions $28.430.00 Additions $57,001.00 Final Purchase Price FOB Aspen, CO $57,001.00 ADDS $150_00 DELETIONS $5300.00 $250,00 $275.00 $35¢00 Revised PAce $50,976.00 NOTE: I have included the City of )kspen Ford Fleet nnmber QD725 ~o obtain the fleet discount, wlfich has been deducted from this pricing. A Ford MobiIRy Motoring rebate of $1,O00.O0~ which ,viii be applied for after the vehicle is delivered and w/Il be mailed to the City of A~pen upon approval by Ford~ Thanks again for your interest in our company and the quality bu/lt products we offer. Please let me know if you require any further information or pricing for this procurement. 2_ / Transportation Consu/tan~ tntermountaku Coach Leasing, Inc. EB-22-2802 88:02 INTERMOUNTAIN COACH' 719 590 1124 P.06 TOTAL P. 06 ~ . ~hat the undemsigne~ inco~orator, being a natural p~rs~n of ~e~ age of e~gh%een~ (.18)' ' ~ ~ears or more, amd desmr~ng' ' to f6~ a co~6ration under the ~aws of the State of Colorado, does hereOF si~n:~ verif~ and deliver in d~plicate ~o the Secretary of State of the State of Colo~ad~ these ~TICLZS OF INCO~O~TION. ARTICLE I NA~E The name of the corporation shall be INTERNATIONAL TRANSPORTATION LEASING CORPORATION. ARTICLE II PERIOD OF DURATION This corporation shall exist perpetually unless dis ;olved a~cording to law. ARTICLE III PURPOSE ~ ', :Whe purpose for ~hi~h this corporation is organized is ~ransact'i any lawful buslnes's Or.businesses for which c~zpOratiohs may be incorl~ora~ :p.u~suant to t-he Co~o~ado Co~ Dorat ~_on { Code: ARTICLE IV POWERS In furtherance of the foregoing purpose, the corpo- ration shall have and may exe=ciSe all of the rights, powers and p~i~ileges now or .hereafter conferred upon corporations organized under the Colorado Corporatio~ Code, as amended, or by law. In add~ition, it may do everything necessary, suitable or proper for the! accomplishment of any corporate purpose. ARTICLE V CAPITAL The total number of shares which this corporation shall have the authority to issue is 1,000,000 shares, each $1.00 par val~e, which shares shall be designated common sto~k. No share shall be issued until it has been paid for, and it shall there- after be nonassessable. Shares of the co~poration not having a par value shall be issued for such consideration expressed in dollars as may be fixed from time to time by the vote of the directors 6f the co~poration.~ ARTICLE VI PREEMPTIVE RIGHTS A~shareholder of the corporation shall be entitled to a p~e?mptivel or preferential right to purchase, subscribe for, or otherwise adquire any unis'sued or treasury shares of stock of the corDoration~of any class, or any options or warran%s to purchase, sgb~crlbe .or or ot.herWlse.acqulre any such unissued or treasury shares, orl any shares, b~nds,..notes, debentures, or. other secur~- t.ie~' conve~ible into or carrying options or warrants to pur- chase, subscribe for or otherwise acquire any such unissued or treasury shares. ARTICLE VII CUI4ULATIVEVOTING The Shareholders' shall not be entitled to cumulative voting. ARTICLE VIII REGISTEREDI OFFICE AND AGENT The address of ~he initial registered office of the corporation shall be 2356 South Hiwan Drive, %49, Evergreen, ColOrado, and the n~me of the initial registered agent a= such address is-Daniel L. Meyer. Either the registered office or the registered agent may be changed in the manner provided by law. ARTICLE IX BOARD QF DIRECTORS · he corporation sh~tl be managed by its.Board of Direc%ors, which shall exercise all powers conferred under the ~ ~ebr~ry 2e, 199~ -- ~o 2 law§ of the!State of Colorado~ .The number of directors of the corporation ishall be fixed' fr6m time to time as provided in the corporation'.s Bylaws and may be increased or decreased as therein pro?ided, but the number thereof shall not be less than three (3)~ nor more than ten (tO); provided, however, there need be only as many directors as there are Shareholders in the event that the outstanding shares are held of record by fewer than three (3) shareholders. The initial Board of Directors oi the corporation shall consist of two (2) directors, and the names and addresses of the initial directors who shall serve as directors until the first annua~ meeting of SharehOlders or until their successors are e~ected and shalli qua!ifyiare as follows: Name Address Steven~D. Francom 6075 ~oorfield Avenue Colorado Springs, CO 80919 Daniel L. Meyer 2356 S. Hiwan Drive Evergreen, CO 80439 The initial dir~ctd~' of the corporation who sba11 serve as the. sole~id~rec~o.r 'of the corporatzon untzl a successor (or sucoessors~ ~!s elected and sh~ll qualify shall be Steven D. Francom, whose address is 6075 Moorfield Avenue, Colorado Springs, C0.80919. The entire Board of Directors, or any lesser nuxnber, may'be removed at any time, with or without cause, in the manner provided in the Colorado Corporation Code, except that a vote of the~holders of two-thirds of the shares then entitled to vote fo~ directors shall be the act of:the Shareholders. ARTICLE X INDEMlgIFICATI ON ~. 1 The corpo~a.tion may: (a) indemnify any pgrson who was or is a party or is uhr~atened to be made a party~ to any threatened, pending, or completed action, Suit, or prboeeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation){, by reason of the fact that he is or was a director, officer, e~pl0yee, fiduciary or agent of the c~rporation or is or was serving at the request of the corpo- ration as a director, officer, employee, fiduciary or agent of another corporation, partnership, join~ venture, trust, or other enterprise, against expenses (including attorney fees), judg- ments, fines, and amounts paid in settlement actually and reasonably incurred by klm in connection with such action, suit, or proceeding, if he acted inigood faith and in a manner he r~as0nablyi~elieved to be in, l'or not opposed to., the best ~.~_~ i~t~rests ~f the corporation and, with respect to any criminal action or proceeding, had no ~easonable cause to believe his c~nduct wab~un!aw.ful. The termination of any action, suit, or proceedinglby judgment, order~ settlement, or conviction or upon a p~ea of n01o contendere or its equivalent shall not of itself create a presumption 'that theiperson did not act in good faith and:in a manner which he reas6nably believed to be in or not opposed to, the best interestslof the corporation and, with respect to!any criminal actio~ or proceeding, had reasonable · c~u~e.~o believe his conduct Was unlawful; and ? .' i (b) ~ndemnlfy any person who was or is a party or i~ ~hreate~ed to .be imade'apa~ty to any threatened:, pending, c0mP!et~d ~ction or ~suit by o~ in the right of the corporation to procure a ~udgraent in its favor by reason of the fact that he is or was a d~ector, offlcer, employee, or agent of the corporation or ~ or was serving at the r~quest of the corporation as a dirpctor,. ~fficer, employee, ~iduciary or agent of another corporatio~i partnership, Joi~t venture, trust or other enter- p~ise against expenses (including attorney fees), judgments, f~s and ~ounts paid in iset~lement a~tually and reasonably i~c~rr~d b~ihim in connectioniwith such action, suit or proceeding!if he acted in 'goo~ faith and in a manner he rea- sonably believed to be in, orI not opposed to, the best interests of the corporation; but no indemnification shall be made in respect of{any claim, issue, pr matter as to which such person h~slbe~n a~judged to be liabl~ for negligence or misconduct in thelperforalance of his duty t~ the corporation unless and only to the extent!that the. court ~n ~h~ch such action or suit was bmo~ght determines upon appliOation that, despite the adjudi- cation of ~iability, but in v~ew of all circumstances of the~ case, suchlDerson is fairly ahd reasonably entitled to indem- n~f~cat~onl for such expenses~hich such court deems proper. i! ' k9.2 TO the ex~entl~hat a director, officer, employee, 'J. fld~ciarybr agento~ a ccrp°~ati6h '.ha~ be'en.s:ucce~sf~l'o~.:the..~:~ (::i:- "m~rtts or :o~e~i~e if~ defens~ of"any ~6~'~6:~,' S~i~;' 'or Proceedin~ : :'" '" referred t~ in (a) or (b) of khis Article X or in defense of any claim, issue, or matter there~n, he shall be indemnified by the c6rporatio~against expenses ](including attorney fe~s) actually andlreasonably incurred by him ~n connection therewith. ; ~ ~0.3 Any permissive indemnification under Section 10.1 of this Article X (unless ordered by a court), and as distin- gUiShed frbm any mandatory indemnification under Section 10.2 of this Article X, shall be ~ade/ by the corporation only as autkorizedI in the specific ca~e upon a determination that ih~mnification of the director, officer, employee, fiduciar~ or agent is proper in the circumstances because he has met the appiicable ~tandard of conduct set forth in Section 10.1. Such determination shall be made by the Board of Directors by a majority vo{e of a quoru~ consisting of directors who were not p~rties to~uch action, suit,!or proceeding, or, if such a quoru~ i~ ~ot obtainable or, even ifiobtainable, if a quorum of disin- terested directors so directs; by independent legal counsel in a w~i~ten opinion, or by the Shareholders. . :: 16.4 Expenses (including attorney fees)incurred in defending a~civil or criminaliaction, suit or proceeding may be pai~ by thelcorporation in advance of the final disposition of such action~ suit or proceeding upon receipt, from the director, of'a w~mtte~ affirmation of his gobd-faith belief that he has met t~e~standar~ of conduct set fbrth in' Section 10.1 and upon r~c~ipt of' an undertaking.by~br onlbehalf of the director, office~, employee, fiduciary 6r agent to repay such amount unless it is u!ti~ately determined that he is entitled to be indemnified by %he coz-potation as authorized in this Article X. 10.5 The indemnification provided b~ this A~ticle X 'shall not be deemed exclusivelof any other rights to which those. ~mnde~ifz'~:~may .be entltied.u~derlt~ese Articles ofIncorporatL~~ 0~' ~ny bylaW, agreement, vote of Shareholders Or disinterested d~r~c%0rs,.!Or otherwise, and ~ny procedure provided for by an~ of thei foregothg, both as to actlon in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of heirs, executors, and acbministrators of such a person. 10.6 The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the corporation or who is or was serving at the request cE the corporation as a director, officer, employee, ~iduciary or agent of another corpo- ~atiOn, partnership, Joint venture, trust or other enterprise a~a~ns.t an~iliability asserted]against.him and incurred by him in any!such capacity or aris&ngxbut.of.hisls%atus'as Euch,.~het~er or hot the. eorp0~ation wou!d have'th~ power to indemnify him against such liability under provisions of this Article X. AI{TICLE XI TRJ%NSACTIONS WITH INTERESTED DIRECTORS No contract or other transaction between the corpo- ration and bne (1) or more of its directors or any other corporation, partnership, firm, association, or other organi- zation in Which one (1) or more of its directors or officers are directors or officers or have' a financial interest, shall be void or voidable solely for that reason or solely because the director or officer ~s present at or participat~s in the meeting of the board or a dommittee thereof which authorizes, approves, or ratifies zuch contract or transaction, or solely because his or their votes ~are counted for such purpose if: (a) the material fa.Ors as to his relationship or interest and as to the con.tract or transaction are disclosed or are'~ known tO the Board of Directors or the committee, and the board or cor~lttee in good' faith authorizes, approves, or ratifies the contract or transaction by the affirmative vote of a ma]Qr~ty o_ the disinterested directors even though the d~s~n- t'~r.ested d~rectors a~e less than a quorum; or ~ , ~b) the~ material fagts as to his relationship or i~tgrest and as~ to the co~traC.t, or. ~ransaction are disclosed or are' known t6 the Sharehoi'de~'~ ~n~itled to vote thereon and the con~ract or ~transaction is specifically authorized, approved, or ratified in good faith by vot~ of the Shareholders; or i · (¢) the contract or~ transaction is fair as to the cor~oraticnlas of the time it! is authorized, approved, or ratified by the Board of DireCtors, a conunittee thereof, or the Sha'.reho 1 de~s. ~ Common or intereste~ directors may be counted in detgrmining the presence of a~ quorum at a meeting of the Board of Directors or a committee thereof which authorizes,- approves, or ratifies such contract or transaction. ARTICLE XIi ~ LIMITATION O~.DIRECTOR LIABILITY ~ i T~ the fullest exteht permitted by the Colorado Co~orationiCode, as amended from time to time,~ no director of ~e{~rpora~ion. shall be perS~na!lY liable to the corporation or t9 ~ts' sha~holders for m~net~yi~d~magas for breach of fiduciary. ARTICLE XIII VOTING OF S}L~REHOLDERS If a q~orum is present, the affirmative vote of a majority of th~ outsta~nding shares represented at the meeting and entitled to vote thereon, or bf any class or series, shall be the acti of the Shareholders, unless the vote of a greater proportion or humber, or voting by class, is otherwise required by the Colbrado Corporation Code, as: ~mended, or by the Bylaws of the corporation. ARTICLE XIV INCORPORATOR The name and address of the incorporator is as follows: Name Addres. s Stuart W. McKinlay / Hecox, Tolley, Keene & Beltz, P.C. ~/ 316 N. Tejon Colorado Springs, CO 80903 ~ ~ITNESS WHEREOF;i~he 'above-named incorporator hereby eXecutes, tS~se /~TICLES OF' ~N~ORPORATION February 28, 1991. STATE DEPARTMENT OF STATE CERTIFICATE I, DONETTA DAVIDSON, Secretary of State of the State of Colorado, hereby certify, ,.at, according to the records of this office, iNTERNATIONAL TRANSPORTATION LEASING CORPORATION I Colorado CORPORATION j File# 19911013032 was filed in this office on March 1, 1991 and has complied with the applicable provisions of the laws of the State of Colorado and on this date is in good standing and authorized and competent to transact business or to conduct its affairs within this state. Dated: March 5, 2002 For Validation: Certificate ID: 546302 To validate this certificate, visit the following wed sae, enter this certificate ID then follow the, instructions displayed. - , ,' i [www.sos.state.co.u s/Valid ateC'ertific~'t'e STATE