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HomeMy WebLinkAboutresolution.council.108-02 RESOLUTION /O (Series of 2002) A RESOLUTION APPROVING A CONTACT BETWEEN THE cITy OF ASPEN, COLORADO, AND T2 SYSTEMS SETTING FORTH THE TERMS AND CONDITIONS REGARDING A TICKET MANAGEMENT SYSTEM CONTRACT AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT WHEREAS, there has been submitted to the City Council a contract between the City of Aspen, Colorado, and T2 Systems, a copy of which contract is annexed hereto and made a part thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY cOUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1 That the City Council of the City of Aspen hereby approves that contract between the City of Aspen, Colorado, and T2 Systems regarding a ticket management system, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager of the city of Aspen to execute said contract on behalf of the City of Aspen. Dated: ~ ~j /~Qa ~Q~7~ I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a m t' ld~*'* ~-~'~ ~'~ ' ~t~ S. ~ocl~, City C~l'erk MASTER MUN~CIPAL LEASE AND OPTION AGREEMENT DATE: NOVEMBER t8, 2002 (Agreement # 770 ) LESSOR: OLD NATIONAL BANK - JASPER ONE DCB PLAZA, P O BOX 550 JASPER IN 47547-0S50 LESSEE: CITY OF ASPEN 130 SOUTH GALENA STREET ASPEN, CO 81611 FEDERAL ID #84-$00~)563 This Master Municipal Lease and Option Agreement (the "Agreement") entered into between OLD NATIONAL BANK - JASPER ("Lessor'), and CITY OF ASPEN ("Lessee"), a body corporate and politic duly organfzed and existing under the Jaws of COLORADO ("State"); WITNESSETH: WHEREAS, Lessor desires to lease the Equipment, as hereinafter defined, to Lessee, and Lessee desires to lease the equipment from Lesser, subject to the terms and conditions of and for the purposes set forth in this Agreement; and WHEREAS, Lessee is authorized under the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein: NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows: ARTICLE 1 COVENANTS OF LESSEE Section 1.01. Covenants of Lessee, Lessee represents, covenants and warrants, for the benefit of Lessor and its assignees, as follows: (a) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby, and to perform all of its obligations hereunder. ARTICLE II DEFINITIONS Section 2.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Agreement shall have the respective meanings specified below. "Code" means the internal Revenue Code of 1986, as amended, end to the extent applicable, the regulations and rulings issued hereunder. "Commencement Date" is the date when the term of this Agreement begins and Lessee's obligation to pay rent accrues, which dste shall be the date first above written. "Equipment" means the property described in the, Lease Su~blemer~t and which is the subject of this Agreement. "Lease Term" means the period between the date hereof and the las! day of the fiscal year of Lessee which includes the due date of the last Rental PaymenL "Pumhase Price" shall be equal to the sum of (a) the Option Price, as shown on the Lease Supplement to be the applicable price after the last prior Rental Payment is and has been made, (b) accrued interest thereon, which shall be computed by a per diem calculation of the interest portion of the next due Rental Payment, divided by the number of'days between such due date and the prior immediate due date, multiplied by the number of days elapsing between the two as of the date of payment, (c) any unpaid charges for or interest on late payments, and (d) any other amounts payable to Lessor hereunder as reimbursements or repayments for advances. "Rental Payments" means the basic rental payments payable by Lessee pursuant to the Lease Supplement of this Agreement. "Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer. ARTICLE ~11 LEASE OF EQU~PI~ENT Section 3.01. Lease of Equipment. Lessor hereby demises, leases and lets to Lessee, and Lessee rents, lessees and hires from Lessor, the Equipment, in accordance with the provisions of this Agreement, to have to hold for the Lease term. ARTICLE iV LEASE TERM Section 4.01. Lease Term. This Agreement shall be in effect and shall commence as of the Commencement Date end will remain in effect throughout the Lease Term. The Lease Term will terminate upon the first to occur of: (a) the exercise by Lessee of the option to purchase the Equipment under Articles XI or VI; (b) LessorE]s election to terminate this Agreement upon a default under Article Xtll; (c) the payment by Lessee of etl sums required to be paid by Lessee hereunder; or (d) the occurrence of an Event of Nonappropriation in accordance with Article VI, Section 6.05. ARTICLE V ENJOYMENT OF EQUIPMENT Section 5.01. Quiet Eniovment. Lessor hereby covenants to provide Lessee during the Lease Term with quiet uae and enjoyment of the Equipment. Section 5.02. Use of Equipment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable ~aw or in a manner contrary to that contemplated by this Agreement. Section 5.03. Riqhts of Inspection. During the Lease term, the Lessor and its officers, empIoyees and agents shall have the right to all reasonable times during business hours to enter into and upon the property of the Lessee for the purpose of inspecting the equipment. Section 5.04. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY NOR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR ANY OTHER WARRANTY WITH RESPECT THERETO AND, AS TO THE LESSOR, THE LESSEE LEASES THE EQUIPMENT FqAS ISE3. in no event Shall the Lessor be liable for any loss or damage, including incidental, indirect, special or consequential damage, in connection with or arising out of this Agreement or the existence, furnishing, functioning or the Lessee's use of any items or products or services provided for in this Agreement. Section 5.05. Vendors Warranties. Lessee may assert ctaims and rights that the Lessor may have against any Vendor of any portion of the Equipment. 2 ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental Payments to Constitute a Current Expense of Lessee. The obligation of Lessee to pay Rental Payments hereunder is a current expense of Lessee and not a debt of Lessee in contravention of any applicable limitations or requirements, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee. Section 6.02. Interest and Principal Components. A portion of each Rental Payment is paid as interest, and the balance of each Rental Payment is paid as principal. Lease Rental Payment Schedule hereto sets forth the interest component and the principal component of each Rental Payment during the Lease Term. Section 6.03. Rental Payments to be Unconditional. The obligations of Lessee to make Rental Payments, and to perform and observe the covenants and agreements contained herein, shall be absolute and unconditional in all events, except as expressly provided under this Agreement, notwithstanding any dispute between Lessee and Lessor, any Vendor or any other person. Lessee shall not assert any rights of set-off or counterclaim against its obligation to make payments under this Agreement. Section 6.04. Continuation of Lease Term by Lessee. Lessee intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made. Section 6.05, Nonapprepriation. If (al sufficient funds are not appropriated for Rental Payments due in any fiscal year and (b) the Lessee shall have at such time no funds duly authorized for the Rental Payments or other amounts payable hereunder from other soumes, an Event of Nonappropfiation shall be deemed to have occurred. The Lessee shall promptly deliver notice thereof to the Lessor. Upon the occurrence of an Event of Nonappropriation, the Lessee agrees that the Lessor may reclaim possession of the Equipment. Lessee agrees peaceably to deliver the Equipment to Lessor at a reasonable location specified by Lessor, all at Section 6.06. Nonaubstitution. If an Event of Nonappropriation occurs the Lessee hereby agrees, to the extent permitted by law and subject to applicable public policy, not purchase, lease or rent equipment functions Similar to those performed by the Equipment for a period of one year following the date of such event. ARTICLE T~TLE TO EC)UIP~ENT; SECURITY INTEREST Section 7.01. Title to the Equipment. During the term of this Agreement, title to the Equipment shall vest in Lessee, subject to lessor's dghts upon an Event of Default or an Event of Nonappropdation. Section 7.02. Security Interest. Lessee grants to Lessor a security interest constituting a first lien of the Equipment and on all additions, attachments, accessions and substitutions thereto, and on any proceeds therefrom. Section 7.03. Liens and Encumbrances to Title. Lessee shall promptly discharge any mechanic's or matedalmen's liens placed on the Equipment by any agent, contractor or supplier of the Lessee. ARTICLE VIII MAINTENANCE; MODIFICATION; TAXES; INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of Equipment by Lessee. Lessee will, at Lessee's own cost and expense, maintain, preserve and keep Equipment in good repair, working order and condition. If requested by Lessor, Lessee will enter into a maintenance contract for the Equipment with Vendor. 3 Section 8.02. Taxes, other oovemmental charqes and Utility Charqes. in the event that the use, possession or acquisition at the Equipment is found to be subject to taxation in any form (except for income taxes of Lessor), government charges or utility charges and expenses, Lessee will pay alt such taxes and charges as they come due. Section 8.03. Insurance, Damac~e, Insufficiency of Proceeds, Indemnification. Insurance - Lessee shall maintain both casualty insurance and liability insurance at its own expense with respect to the Equipment. Lessee shall be solely responsible for selecting the insurer(s) and for making all premium payments and ensuring that a~l policies are continuously kept in effect during the period when Lessee is required to make Rental Payments. Lessee shall provide Lessor with a Certificate of insurance which lists the Lessor and/or Assigns as a Loss Payee and an Additional Insured on the policies with respect to the Equipment. a) Lessee shall insure the Equipment against any loss or damage by fire and all other risks covered by the standard coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount to the then applicable Purchase Price of the Equipment. Alternatively, Lessee may insure the Equipment under a blanket insurance policy or policies, b) The liability insurance shall insure Lessor from liability and property damage in any form and amount satisfactory to Lessor. c) Lessee may self-insure against the casualty risks and liability risks described above. If Lessee chooses this option, Lessee must furnish Lessor with a certificate and/or other documents which evidences such coverage, d) Ail insurance policies issued or affected by this Section shall be so written or endorsed such that the Lessor and its assignees are names insureds and loss payees and that all losses are payable to Lessee and Lessor or its assignees as their interest may appear. Each policy issued or affected by this Section shall contain a provision that the insurance company shall not cancel or materially modify the policy without first giving thirty (30) days advance notice to Lessor or its assigns. Lessee sha[I furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Section 8.04. Advances. tn the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall fail to keep the Equipment in good repair and operating condition, Lessor may (but shall be under no obligation) to purchase the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefor by Lessor shall be repaid to Lessor, together with interest thereon at the rate specified hereafter. Section 8.05. Modifications. Without the pdor written consent of the Lesser, the Lessee shall not make any material alterations, modification or attachments to the Equipment. ARTICLE IX DAI~AGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 9.01. Damaoe, Destruction and Condemnation. If (a) the Equipment or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of the Equipment or any part thereof is taken under the exercise of the power of eminent domain; Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied either to the prompt repair, restoration, modification, or replacement of the Equipment or, at Lessee's option, to the payment in full of the purchase price. Any balance of the net proceeds remaining after such work or phase has been completed shall be paid to Lessee. For purposes of Article VIII, Section 8.03, and this Article IX, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award after deducting all expenses (including attorney's fees) incurred in the collection of such claims or award. Section 9.02. Insufficiency, of Net proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or replacement, Lessee shall either (a) complete the work and pay any cost in excess of the amount of Net Proceeds, or (b) Lessee Shall pay to Lessor the Purchase Price. The amount of the Net Proceeds in excess of the then applicable Purchase Price, if any, may be retained by Lessee. 4 ARTICLE X TAX COVENANT Section 10.01. Tax Covenant. It is the intention of the Lessee and the Lessor that the interest portion of the Rental Payments received by the Lessor be and remain except from federal income taxation. Lessee covenants that it will take any and all reasonable action necessary to maintain the exemption from federal income taxation of the interest portion of the Rental Payments, and that it will not intentionally perform any act or enter into any agreement or use or permit the use of the Equipment or any portion thereof in a manner that shall have the effect of terminating the exemption from federal income taxation of the interest portion of the Rental Payments, including (without limitation) leasing all or any portion of the Equipment or contracting to a third party for the use or operation of all or any portion of the Equipment if entering into such lease or contract would have such effect. ARTICLE XI OPTION TO PURCHASE Section 11.01. Pumhase Riqhts. Lessee shall be entitled to purchase the Equipment; (a) Upon payment in full of all Rental Payments in accordance with the Lease Supplemer~t hereof and all other amounts due hereunder; (b) Upon written notice delivered at least 30 days in advance of a proposed date for payment, and upon the payment on such date of the Purchase Price. ARTICLE ASSIGNMENT, SUBLEASING, iNDEmNIFICATION, ~ORTGAGING AND SELLING Section 12.01. Assiqnment of Sale by Lessor. (a) This Agreement, and the obligations of Lessee to make payments hereunder, may be sold, assigned or otherwise disposed of in whote or in part to one or more successors, grantors, holders, assignees by Lessor. Upon any sale, disposition assignment or reassignment, Lessee shall be provided with a duplicate odginal counterpart of the document by which the same is made. Dudng the term of this Agreement, Lessee and the Servicer designated in Article XV hereof shall each keep a complete and accurate register of all such assignments in form necessary to comply with Section 149(a) of the Code. (b) Lessee agrees to make all payments to the assignee designated in the assignment, notwfthstanding any claim, defense, set off or countemlaJm whatsoever (except arising from Lessor's breech of this Agreement) that Lessee may from time to time have against Lessor or Vendor. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested by Lessor or assignee to protect its interests in the Equipment and in this Agreement. (c) Lessee hereby agrees that Lessor may sell or offer to sell this Agreement (i) through a certificate of participation program, whereby two or more interests are created in the Agreement, the Equipment or the Rental payments; or (ii) with other similar instruments, agreements and obligations through a pool, trust, limited partnership, or other entity. Section 12.02. No sale, Assicmment or Subleasing by Lessee. This Agreemer~t and the interest of Lessee in the Equipment may not be sold, aesigned or encumbered by Lessee without the pdor written consent of Lessor. Section 12.03. Release and indemnification Covenants. To the extent permitted by the laws and Constitution of the State, Lessee shall protect, hold harmless and indemnify Lessor from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof except those resulting from Leseor's intentional or negligent acts or omissions, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out of or as the result of the entedng into this Agreement, the ownership of any item of the Equipment, the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment or any accident in connection with the operation, use,, condition, possession, storage or return of any items of the Equipment resulting in damage to property or injury to or death to any person. The indemnffication arising under this paragraph shall survive the termination of this Agreement. ARTICLE ×111 EVENTS OF DEFAULT AND REMEDIES Section 13.01. Events of Default. The following constitute "Events of Default" under this Agreement: (al failure by the Lessee to pay any Rental Payment or other payment required to be paid hereunder when due or (b) failure by the Lessee to maintain insurance on the Equipment in accordance with Article Viii Section 8.03 hereof; (c) failure by the Lessee to observe and perform any other covenant, condition or agreement on its cart to be obse~ed or performed for a period of 30 days after written notice is given to the Lessee by the Lessor. specifying such failure and requesting that it be remedied; provided, however, that if the failure stated in such notice cannot be corrected within such 30-day period, the Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected: or (d) initiation by the Lessee of a proceeding under any federal or state bankruptcy or insolvency law seeking relief under such laws concerning its indebtedness. The foregoing provisions of this Section are subject to the provisions of Article VI Section 6.05 hereof. Section 13.02. Remedies on Default. Whenever any Event of Default shall have occurred and be continuing, the Lessor shall have the right, at its sole option without any further demand or notice, to take any one of any combination of the following remedial steps: (al Terminate this Agreement and retake possession of the Equipment wherever situated, and sell or lease. sublease or make other disposition of the Equipment for use over a term in a commercially reasonable manner, all for the account of Lessor: provided that Lessee shall remain diractiy liable for the amount actually appropriated for the purchase or rental of the Equipment and unpaid by Lessee during the current fiscal year Lessor shall apply the sale proceeds in the following manner: FIRSTLY, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the equipment, including reasonable attorneys' fees and expenses; SECONDLY, to pay the Lessor (il the amount of all unpaid Rental Payments. if any, which are then due and owing, together with interest and late charges thereof. (ii) the then applicable Purchase Pdce (taking into account the payment of oas[ due Rental Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to establish the interest component for the Rental Payment next due. from the next preceding due date of a Rental Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder; THIRDLY, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of the Equipment, to the Lessee. (b)proceed by appropriate court action to enforce performance Dy the Lessee of the applicable covenants of this Agreement or to recover for the breach thereof: or (c) use or retake such portion of the Equipment as the Lessor. in its sole discretion may decide. All of the Lessee's right, title and interest in any Equipment the possession of which is retaken by the Lessor upon the occurrence of an Event of Default or Event of Nonappropriation shall terminate immediately uoon such repossession. Section 13.03. Return of Equipment. Upon an Event of Default, Lessee agrees to allow Lessor to recover the Equipment at Lessee's sole cost and expense, in accordance with Article VI, Section 6.05. Section 13.04. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Lessor is intended to be exclusive and every such remedy shall be cumuiative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. Section 13.05. Late Charqe: Interest on Late Payment. Any Rental Payment not paid within 10 days of due date shall bear a late charge equal to five percent (5%) of the amount of the Rental Payment. Any unpaid Rental Payment or other amount payable by Lessee to the tessor hereunder, shall bear interest at the lesser of (a) the rate payable on the principal portion of the Purchase Pdce, plus five full percentage points per annum, or (b) the maximum rate allowed by law. Section 13.06. Force Majeure. If by reason of force majeure Lessee is unable in whole or in part to carry out its agreement on its part herein contained, other than the obligations on the part of Lessee contained in Article VI and Article VIII Section 8.03 hereof, Lessee shall not be deemed in default dudng the continuance of such inability. The term '~orce majeure" as used herein shall mean, without limitation, the following: acts of God, strikes, lockouts or other industrial disturbances; act of public enemies, orders or restraints of any kind of the government of the United States of Amedca or the State or any of their departmer~ts, agencies or officials, or any civil or military authority; insurrections, riots; landslides; earthquakes; fires; storms; droughts; floods; or explosions. ARTICLE MISCELLANEOUS Section 14.01. Notices. All notices, certificates or other communications hereunder shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at the addresses set forth on the first page hereof. Section 14.02. Bindinq Effect.. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 14.03. Severebility. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competant jurisdiction, such holding shall not invalidate or render unenforceability any other provision hereof. Section 14.04. Amendments. All amendments hereto must be in wdting. Section 14.05. Execution in Counter parts. This Agreement may be executed in several counterparts. Section 14.06. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. ARTICLE XV DEFEASANCE Section 15.01. 'Defeasance. The Lessee's obligation to pay the Pumhase Price wB be deemed to be paid and the Lessee's obligations under this Agreement will be discharged and satisfied upon the deposit by the Lessee with the Lessor of (a) moneys sufficient to pay the Purchase Price or (b) 0bligations which ere directly insured or guaranteed by the United States or, with the prior written consent of the Lessor, any other obligations in which any sinking fund for bonds issued by the Lessee may legally be invested, the principal of and interest on which when due will provide sufficient moneys for such payment. IN WITNESS WHEREOF, Lessor has executed this Agreement in its corporate name, attested by its duly ? authorized officers, and Lessee has caused this Agreement to be executed in its corporate name, attested by its duly authorized officers. All of the above occurred as of the date first wri~en on the heading hereof. LESSEE; CITY ~F ASPEN ATTEST..~ , / (PRINTED NAME & TITLE) (PRINTED NAIVE & TITLE) ATTEST: LESSOR: (PRINTED NAME & TI~EE) (PRINTED NA~E & TITLE) DATE: , NO.~EI~.BE~t..'~8, 2002 DATE: .NO~EMBER 'Hi, 2002 Page 1 (#770-050) EXHIBIT A DESCRIPTION OF EQUIPMENT RE: Lease Agreement dated as of November 18,2002. between Olfl Natlona~ Bank - Jasper (Lessor) and City of Agpen (Lessee) 8 PowerPark Redix FW300 Handheld Ticketwriter with 4MB RAM, Shoulder Strap, RX-HP High Speed Thermal Printer and PowerPark V3 30 Handheld Soflwvare License 8 Radix RX-ML Loader/Charger Unit w/AC Adaptor 8 PCMCIA 16MB Flash ROM Storage Card 9 Communications Cable 8 Port Communications Adaptor. Allows unattended communications between the host PC and up to 8 handheld ticketwriters. 2 Epson Receipt Printer/Check Validator w/Electronic Cash Drawer Interface 2 Electronic Cash Drawer PowerPark Parking Management System Soft'ware License - Extended Citation Processing Pak for 5 Concurrent Users 2 Workstations provided by T2 but purchased tl~ough the City System also includes the following modules: Customers, Parking Citations, Hearing Tracker, Citation Reports, Handheld Communications, Contact Tracker, Data Archiver, EasyWriter, Procedures, Importer, Exporter, and Vehicle Registrations. The Extended Citation Processing pak also includes the Hearing Tracker & Boot/Tow modules. Also included are training, hardware and software maintenance, and conference fees JAS770050EXHIBITADESCOFEQUIP ~!ov,2?. 2002 3.17Pk~ 14/'~ '~ ~ ~ q =S~ C01¢PAk JE~ 352 5~'5F AS¢~N - ~'~SE ¢7704~0 ....... Compound Pedod ....... : Monthly CASH ]:LOW DATA Even~ Start Date Amount Number Pedoct End Da~e 1 L~se 11/18/2002 138463,75 2 Payment ~0~/2003 ~6.2~,~8 10 S~miannuai 08/¢1/2~07 AMORTI~TION 8CHEDBLE - Normal A~o~Zadan. ~O Day Year Date Payment Int~r~J Prind~l ~asa 1 ~/I~2002 ' 138_483.75 2002 To. is 0.bO 0.00 0.00 I 6~01/2003 ;16~69~'8 1,913_97 14,355.91 124,107.~ 2003 To~ls'. 32.~39.76' ,6.185,74 26,3~.02 3 ~01/2004 18,289.88 3.858.80 12,411,08 99,898,~5 ~ 0~01/2004 16.269.88 3,~1.8I- 12,8~.27 88,860.38 2004 :to.is 32.~9J6 7~98.41 ~.24g.~ ~ 0~01~005 .18.269.88 2389.72 13,280. t8 6 08/01/20~ ~ 8,2e9:88 2,532.~ 13,737.26 ~9,842.96 2005 ~o~Is $2,~9.76 5,522_~ 27,017.42 7 '0~01/2906 18,2~8 2.0~.7~ 14,2~ 0. d0 4'5.632.~8 8 08/01/2008 18,269.88 1,570.68 14.SBgL20 2008 %o~IS 32,53926 3,830.~ 28,909.30 9 0~O 1/2907. I 8,289.88 1,0~.73 15,205; 15 15, ~8.51 10 08/01~07 '16.269~88 ~.27 15.728.D~ 0.00 2007' T~als ,~2.53~.76 1,806.10 G~nd Totals': ~62.898,80 24.235.0~' 1~8,~3.z5 SUPPLEMENT NO, 050 To MUNICIPAL LEASE AND OPTION AGREEMENT NO. 770 This Lease Supplement Js entered into by and between OLD NATIONAL BANK - JASPER ("Lessor") and CITY OF ASPEN /"Lessee") on NOVEMBER 18,20 02 as part of Municipal Lease and Option Agreement No. 770 dated NOVEMBER 18,20 02 for Equipment described as follows: SEE EXHIBIT A SUPPLIER/VENDOR: T-2 SYSTEMS 7835 WOODLAND DRIVE, SUITE 250 INDIANAPOLIS, IN 46278 PHONE: 317-524-5500 The above Equipment is to be ~ocated and delivered to Lessee's premises at: CITY OF ASPEN 130 SOUTH GALENA STREET ASPEN, CO 81611 The Lessee shall pay an up-front refundable SECURITY DEPOSIT in the amount of SN/A. The Security Deposit will be held by Lessor until aJJ terms and obligations of the lease are completely satisfied. Forthe Lease Term of 57 months Lessee shall payto Lessor 10 (TEN). payments of $16,269.88 p~us sales/use tax of $ N/A for a total payment of $16,289.88. The first payment shall be due and payable on February 1~ 2003 and semi-annua~l~ thereafter for the duration of the lease term. Lessee is granted the following Purchase Option: ' ~ The Equipment may be purchased for its then Fair Market Value x ~ The Ec JiDment may De purchased for $1.00 Other See Attached Residual/Purchase Ootion Guaranty) This Lease Supplement is made ~)ursuant to and conditioned ueon ali of the terms and conditions of the Municipal Lease and O_ p~on ,~¢ re~/~nt and th,c,t~ms thereof are incoroorated herein and made a cart of this LESSOR: OLD NATIONAL BANK-JASPER LESSEE: CITY OF ASPEN BY: .... BY: NAME/TITLE: PHIL HELMERICH NAME/TITLE: STEVE MARWICK VICE PRESIDENT CITY MANAGER DATE: NOVEMBER 18~ 2002 DATE: NOVEMBER 18~ 2002 JAS770050SUPPLEMEN7 SCHEDULE A This SCHEDLrLE A is to that certain Municipal Lease and Option Agreement No. 770 ('~Agreement") dated NOVEMBER 18, 20 0~, and Acceptance Supplement No. 050 thereto, between OLD NATIONAL BD/~K - JASPER (~Lessor" and CITY OF ASPEN("Lessee"). Terms defined in the Agreement shall have the same meanmngs when used herein. Schedule of PLaintenance 1. As to the Equipment listed: SEE EXHIBIT A 2. The requirement that the Equipment upon lease termination and delivery 5o the Lessor shall be in ~ood working condition, repair and appearance and shall meet all specifications of the manufacturer of the Equipmenn specified. 3. A provmsmon that the Lessee is obligated 5o have the Equipmen5 maintained by the manufacturez or 5o mamn5amn the Equipmen5 in accordance with the manufacturer's recommended procedures as stated in any maintenance manuals published by the manufacnurer. Lessee will keep logs and records of sll maintenance and service. 4. A provision allowing the Lessor, or Lessor's Agent, if requested on demand, to inspec5 the Equipmen~ and ~11 records pertaining ko the use or maintenance of the Equipmen5 s~ periodic intervals, not less than semi-annually, and the service recommendations if any~ tc make the Equipmen5 mee5 the standards required by the manufacturer. 5. Upon termination of the Lease Agreement, should Lessee choose not 5o exercmse his op~mon Eo purchase, Lessee agrees to disconnect and mnclude all wmres, 2ables, attachments, accessories, accessions, appur~enance~ snd substitutions~ package or crate and ship the Equipmen5 to a location specified by Lessor within a 50 mile radius of Lessor's place of business, with Lessee's full insurance coverage intact and mn condition as stated ~bove, 5o a location so specified by Lessor. Lessee shall take al/ necessary precautions and follow the manufacturer's instructions and recommendations mn regard 5o dismantling and shipping the Equipment. 6. Those componenss and functions that fail u¢ mee~ ~his minmmum specificas~on will become the responsibility of the Lessee no resurn the Equipmenm in the conditions specified by the Lease Agreement and manufacturer's recommendations. OLD NATIO~L%L B~ - JASPEE CITY OF ASPEN TITLE: VICE PP~ESIDENT TITLE: CITY MANAGER DATE: NOVEMBER 18, 2002 DATE: NOVEMBER 18, 2002 JAS770050SC}~EDLr~A LESSEE GENERA~ FIJRPOSE A1ND FEDERAL TAX CERTIFICATE iLE: MTJPCfCIP>,L LEASE A.ND OPTION AGREEMENT NO 77~. BETWEEN OLD NATIONAL BA-Nrl{- JASPER' ~*LES~ORr') '.41qD ..C,1TY OF .4SP'EN ("LESSEES), I, the urdersigu~ the duly appo/nted, qual~fled ~ acting SECRETARY (CI~k or Sc/zrc-mry) of Lesse~ do hereby .c~_ this day of ,20.._~ ~s follows: .~ a (regular or speciaI) rre~ing of the govm'nhxg body of the Lessee held on 20 ...... the Lessee approved and authorized the exexmtion ofrJis Certificate by unders~ed ~d fizzy, apl~roved and authorB-~e~t the exee~ion mud del{vary of Municipal Lease madO.l~onAgreement~o. '~gO ("Lease")mxtallre~aceddom:mau~'rehzingther~oor provided thereunder on behalf of Ler-_-_-_-_-_-_-_-_-~ by the folIowq~g framed repre ~.~n~acive who presen:ly and aC the time of the muthorizarionholdm the oifi~e(s) statc-d in tim Tkle(s) and w'ho is 1t~ sole officer ns.~ted tc execute the On behah~ of the Lessee, tke undersigned ~x~vemxnB and repre~-nls that: (1) The Equipment descm'bed in the Lease and which is Cae subjsct of the Lcam ("Equipmein") will perform ~ will be used by the Les~eee <mit, for r. he purpose of performlng es~ent/al goverrm~rmaI ~ 'mud public fan.ohs of Lessee cornish, em with ~he perm;~k scope (2)/he meeting of the govern~ body of tim Le~.~e at whioh ~ Le.a~ '-vas approved and anthorSzed tc be executed was d~}y calle,& regularly conve~ and att~ndext thzoughom by the requisite majork7 of Ge members. The action appro~ th~ Lease mud autho~z~ng its exeemSon has not been allemd or rescinded, (3) No even~ or eo.,-dirlom ~hat corstimte~, or with the givir~g ofmoti:e of the lapse o'ftime would constitute, an Event ofDe{h'~lt (a~ s'ush term is defined k~ the Agreement) ~xist~ m this ~drnc. (4) AE h-~urance requ/red in accordance wkh the Lease is cur~lly main*mined hy Lessee. (5) ~ has budgetec/and ap~ropr~at~ sufficio-mt fuads for the curr~nt budget year ro mak~ the Le.a~ ImYrm-rns scheclaled :o come clu~ during t.his f_scal year and %o mca ]z~ obligxtions for t,%is ~ year and such fi.rods .have not be~ expeacled fo~ any other (6) 'Dlk Certi.ficm:¢ i~ ba.~d on fa~s ~ c/rcum.gances in cxister~e as of this date. (7) Lessee hereby des{Shames the Lem~e ~ ~tax exit obligmk>n for purposes of Sear[on 265(b)(3) of the tntem~d Raenu¢ Cede of I986~ as mumbled [,,Ae 'sCode'~), and the tax-ex~mp: oblige'Jan desJgnatiou is hereby ma~t~ on [his da:c, (a) Includiug tkis Lease, Lessee has not dmignated more thmu $10,000,(200 of ob/igati (-b) Lessee reasonable an~Jcrpale~ :lin/the *oral amomm off,x-exempt oYJigmt~ons (other Dec OS 02 l~:~Sp T? S~stems, Inc. (g) ~e Equip~n~ ~ no~ ~ used ~ ~y ~e or b'~ess c~=d on by g p~son or en~ ot~r t~ a gov~en~ ~it, N~,po~io~ o~fl~e ~cipa! or ~est palm ~ovidcd for ~ ;he Lease is dke~ly or ~d~e~Iy G) ~cured by a~, ~terest ~ pro~y ~d or to ~ ~ed ~or ~ p~e b~ess ~e or By pa~e~ ~ re~e~ of such pro~y~ or Iff) d~ved or ro derived ~om pa)~e~xs (~,he~r or ~ to ~e ~ssee) ~ms~ ofprope~y or ~owed money ~ed or m be ~ 7or a pri~xte b~ess p~o~. <9) L~ coypu ~at it ~ t~c such o~er acdo~ ~ ~y ~ ne~s~ so ~r ~ase ~11 not ~nst~Ie obSg~fio~ thc ~em on w~ch ~ snb3¢c~ ~o federal ~n~me ~on ~=bimge bo~s' und~ S~o~ ~03(b)(2) ~ ] 48 of~ Code m¢ mended ~d ~he ~pH~ble Tr~s~' ~ ~o ~e~e ~he t~mxempr qu~carlo~ offs ob~gadon m ~s~ ~d ks ~sig~. In the even~ ~zt Lesse¢'~ ~ure or re~l ~o ~cu~¢ the req~ed ~mdon~ flings resu~s ~ or wo~d reset ~ ~e loss of~*e a~ ro ~clude ~om ~oss ~me for ~eder~ ~x p~o~s im~e~ o~d on ~ Le~¢ oft~ ob~afio~ ~o ~e Lessor or ks assi~. Lemor (a) D~ that Less~ e~ ct~e ~e loss by a subs:q~nt fi~g; or Cb) Be ~e~ed by t~ Le~e fgr ~e loss oc~ned by the lo~ of~he ~b~ty exclude from gross ~me ~e ~nt~esr p~le m~ ~e Lm~ for ~e~ I~me ~ pu~oses. ~ ~ESS ~q-IE~OF. Z hereto set my ~d md d~e seal of the gove~g body 11:22 TO:CITY PARKIMG FROM:31? 524 55~1 P~3 NOU-14-2002 15:23 DL~ NATIONAE RANK JASPER -.' 812 P.04/04 ,~. W-9 ....' "' ":.'":'".':" . ReqUest. for Taxpayer I ~,. ~,~, to ~, -,~ ~.~ ~ ~ ~ ~,: ,'~ ~ ~ ~ ~, ..................................... " I~J ~., ~~ ..... ]~,~,'.. ,~ . ' , , " ,,, ...., ,'.,,,,,. ~ . ' ~ C~i~ca~on ..... ' :' ..,.,' '. , .,, . . . . , u~,r ~.~ p~, I ~ ~ · ,... :. , ..... , ~tlam~l~r~~ ~ . '' . ....... · ... ........~ ~ :)am,a ~. p~ C~:a.u~,~ta~i~s:; ....... '. ' , .. ,', , . ' : ?...:, ~e~: · . , : ~' '"',,' " - ; ' , ' ' ' . ,,' . .'T' ',' .;":'- ': ........ ~ * ' ' ' ..... · ........ . " ~ ~a~m~ ~ ~ ~, '~'.~,~ ~ ~ ~ ~ ~ ~pa~le'l~ f~' ma. '~ ......... . ' ~e.~~ma~a .p~&~ . "~' . "~' ]'.,'.. .... m ~ ~ ~'~ a/al~ ~" TDT~L P. ~4 INSURANCE INFORMATION LEASE NUMBER 770-050 FNSURANCB AGENT TELEPHONE NLrMBER De~ Sks: This is to ~fo~ you ~at ~e have ]e~ed ~e following equipment: S~ ~XHIBIT A ~d ~uest ~t ~e lien ho]d~ below be listed on ~e ~ss Payablo clause. The Loss Pa~ble clause is to ~clude coverage for bo~ ~e ~d ~e~. ~e ~s~ce comply shall not c~cel or ma*eri~y modi~ ~e policy wi~out f~st giving ~ (30) days adv~ notice ~ ~ssw or ~ ~si~ees. Please send a copy of~e ~s~ce ce~cate to: OLD NATION~ B~ P O BOX 550 JASPER ~ 47547-0550 DATED , NOVEMBER,18i 2002 LESSEE CITY OF ~SPEN TITLE STEVE BARWICK, CITY MANAGER ADDRESS 130 SOUTH GALENA sTREET ASPEN, CO 81611 TELEPHONE 970-920'5027 JAS7700501NSURANCE CERTIFICATE OF DELIVERY AND ACCEPTANCE CITY OF ASPEN (Lessee) hereby acknowledges that all the equipmem described in Lease No. 770-,050 between OLD NATIONAL BANK - JASPER (Lessor) and Lessee, has been received in good condition and repair, has been inventoried and fully inspected by Lessee and the Equipment is all the Equipment described in the Lease. Lessee hereby accepts said Equipment as satisfactory in all respects for the purpose of said Lease. Lessee irrevocably approves the payment of the invoice of the Supplier/Vendor pertaining to the Equipment and will make payments to Lessor or its order pursuant to the terms of the Lease. Lessee agrees that any rights it may have against the supplier or manufacturer of said Equipment will not be asserted as an abatement, set-off, counterclaim, defense or any deduction whatsoever against Lessor. Lessee agrees that the Equipment has not been delivered or accepted on a trial basis. By signature below Lessee authorizes Lessor to make payment to the supplier of the Equipment. DATE OF ACCEPTANCE CITY OF ASPEN _(LESSEE) ~TgVE BARWICK CITY MANAGER DESCRIPTION AND SERIAL NUMBER(S) OF PROPERTY DEL/VERED AND ACCEPTED: SEE EXHIBIT A JAS770050CERTDEL&AC CEPT RE: Equipment Lease/Purchase Agreement No. 770 between Old National Bank/Leasing_as Lessor and City of Aspen As Lessee: TRANSPORTATION & PARKING DEPARTMENT As legal counsel to'Lessee, I have examined (i) the Equipment Lease/Purchase Agreement No. _, including all attachments and exhibits thereto (the __Lease.._), (2) the ordinances or · resolutions of Lessee which among other thhigs authorizes Lessee to execute the Lease, and (3) such other opinion~, in connect/on with the following opinion. Based on the foregoing, I am of the followhig opinions: 1) Lessee is a political subdivision, duly organized and existing under the laws of the State of Colorado and is a state or political subchvision as such terms are used in Section I03 oftha Internal Revenue Code of 1986, as amended; 2) Lessee has the requisite power and authority to purchase the Bqnipment and to execute and deliver the Lease and perform its obligations under the Lease, mad all related documents: 3) The Lease, and the other documents eithgr attached thereto or required therein have been duly authorized, approved and executed by and on behalf of the Lessee and the Lease am valid and binding obligations of Lessee enforceable in according with their terms; 4) The authorization, approval and execution of the Lease, mid all other proceedings of Lessee relating to the transactions contemplated have been performed in accordance with ail open meeting laws, public bidding laws and all other applicable local, state or federal laws: 5) There is no proceeding pending or threatened in any court of before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect rite transactions contemplated by the Lease, or the hiterest of Lessor or the assigns, as the case may be, in the Equipment which is the subject of the lease; 6) Lessee has sufficient monies available to make ail Lease payments required to be paid under the Lease during the current fiscal year of Lessee and such monies have been properly budgeted and appropriated for this purpose in accordance with law; and 7~ The Lease is in accordance with and does not violate the usury laws of the State of Colorado. Respectfully submitted, John P. Worcester City Attorney 130 ,~UTH GALENA STREET ASPI~i~ COLORADO 8161I-I975 PSO~ 970.920.5267 F^X 970.920.7473 City of Aspen .,, _.~I 84 i 000563 Aspen, CO 81611 ~s ~ ~r:'~.~ Park]ne M~ter P~ading qystem