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HomeMy WebLinkAboutordinance.council.007-75RECORD OF PROCEEDINGS 100 Leaves ORDINANCE NO. ? (Series of 1975) AN ORDINANCE RATIFYING AND APPROVING A CERTAIN LEASE-PURCHASE AGREEMENT BY AND BETWEEN THE CITY OF ASPEN, COLORADO, AND THE FIRST NATIONAL BANK OF ASPEN, WHICH PROVIDES FOR THE LEASE AND PURCHASE OVER A FOUR (4) YEAR TERM OF THREE (3) MINIBUSES; ALLOWS FOR PURCHASE AT AN EARLIER TIME FOR THE UNAMORTIZED PRINCIPAL; PROVIDES FOR THE USE, REPAIR, MAINTENANCE AND INSUR- ANCE OF SAID VEHICLES DURING THE TERM OF THE AGREEMENT; ASSIGNS RISKS IN THE EVENT OF LOSS; AND LIMITS RECOURSE FOR LIABILITIES OF THE CITY THEREUNDER TO THE PROCEEDS OF THE SEVENTH PENNY SALES TAX WHEREAS, the City Manager has presented to the city Council the attached Lease Agreement by and between the City of Aspen and the First National Bank of Aspen, which agreement re- quires ratification by ordinance and the Council wishes to so approve the same, NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1 That it does hereby ratify and approve the Lease Agreement attached hereto as Exhibit "A", and incorporated by this reference, which agreement is by and between the City of Aspen, colorado, and the First National Bank of Aspen, provides for the lease and purchase of three (3) minibus vehicles all as therein more specific- ally provided. Section 2 If any provision of this ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of RECORD OF PROCEEDINGS 100 Leaves the ordinance which can be given effect without the invalid provisions or applications, and to this end the provisions or applications of this ordinance are declared to be severable. Section 3 A public hearing on this ordinance shall be held on the /~ day of .~~/ , 1975, at 5:00 P.M. in the City Council Chambers, Aspen City Hall, Aspen, Colorado. INTRODUCED, _~EAD AND ORDERED published as provided by law by the City Council of the City of Aspen, at its regular meeting held/~<~.~ ATTEST: Kathryn ~auter City Clerk , 1975. FINALLY ADOPTED AND APPROVED ONe_ ATTEST: Stacy ~tandley Mayor/ Kathryn.~auter City Clerk ,1975 -2- STATE OF COLORADO ) ) ss COUNTY OF PITKIN ) CERTIFICATE I, Kathryn S. Hauter, City Clerk of Aspen, Colorado, do hereby certify that the above and foregoing ordinance was introduced, read in full, and passed on ~f~~ reading at a regular meeting of the City Council of the City of Aspen on .~c~h~_~_~ zc , 197~, and publish- ed in the Aspen Times a weekly newspaper of general circul- ation, published in the City of Aspen, Colorado, in its issue of ~ ....... ~ ~ , 197~-~, and was finally adopted and approved at a regular meeting of the City Council on. ~ ~ ~.~=~ ×~ , 197~--, and ordered published as Ordinance No. ~ , Series of 1975--, of said City, as provided by law. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said City of Aspen, Colorado, day of , 197~5~. this Kathryn S~/Hauter, City Clerk MUNICIPAL LEASE AGREEMENT This Municipal Lease Agreement is made by and between First National Bank in Aspen, a national banking association, Aspen, Colorado (hereinafter referred to as "Lessor") and the City of Aspen, P. O. Box V, Aspen, Colorado. (hereinafter referred to as "Lessee"). 1. LEASE: Subject to the terms and conditions contained in this Municipal Lease Agreement, and the Schedules hereto, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the items of personal property described in Schedule "B" hereto (such items are hereinafter referred to as the "Equipment" collectively and as "Item" or "Items" separately). 2. TERM: The term of this Lease shall commence on the dat~ specified as the Delivery Date in Schedule "A" hereto and shall con- tinue for the term specified in Schedule "A" hereto, provided that, if the Equipment is delivered on a date other th~n the Delivery Date specified in Schedule "A!' hereto, the term of this Lease shall com- mence on the date the Equipment is actually delivered. 3. DELIVERY: Lessor shall cause .the Equipment to be delivered to the Place of Use specified in Schedule "A" hereto. Lessee acknow- ledges that the Delivery Date specified in Schedule "A" hereto is an estimate only and in the event Lessor sh6uld for any reason fail to cause the Equipment to be delivered to the Place of Use on or before the Delivery Date specified or at any time thereafter, Lessor shall not be liable for such failure, provided that, in the event the Equip- ment is not delivered by the Delivery Date specified in Schedule "A" hereto/Lessee may, at Lessee's option, give written notice to Lessor of Lessee's intent to cancel this Lease if the Equipment is not delivered within thirty (30) days following Lessor's receipt of such notice; otherwise, Lessee shall execute the Certificate of Acceptance attached hereto as Exhibit "D" immediately upon the delivery of the Equipment at the Place of Use specified in Schedule "A" hereto. 4. RENTAL: Lessee shall pay to Lessor ~he rental (principal and interest) and other amounts specified in S~edule "A". THE PAY- MENTS, CHARGES AND RENTALS DUE UNDER THIS LEAS~ SHALL NOT ABATE FOR ANY REASON DURING THE TEP~ OF THIS LEASE. Lessee shall pay the ad- ditional Lease. 5. rentals and amounts SECURITY DEPOSIT: specified in the ~her paragraphs of this On or before the ~livery Date, Lessee shall pay to Lessor the amount specified in Schedule "A" hereto as a Security Deposit to be held by Lessor during t~ term of this lease, without accrual of interest thereon, as securit~ for the faithful performance by Lessee of all the terms, conditions and covenants of this Lease. If, at any time, during the term ~ this Lease, Lessee shall default in the performance of any of the ~rovisions of this Lease, Lessor shall have the right, without pri~r notice to Lessee and without Court order or process, to apply all or any part of the Security Deposit in payment of any rental, or ia reimbursement of any expenses incurred by Lessor or in payment of an~ damages incurred by Lessor by reason of said default of Lessee, or mt the option of Lessor, the Security Deposit may be retained as liquidated damages for damages sustained by Lessor by reason of the default of Lessee. In the event the Security Deposit has not been utilized as provided in this Lease, it, or so much of it as is not utilized, shall be refunded to Lessee upon the full performance of this Lease by Lessee, within fifteen (15) days after the expiration of this ~ease. Lessee shall pay to Lessor the Acquisition Fee specified in ~hedule "A" which charge.shall be non-refundable. 6. MAINTENANCE AND USE: Lessee shall, a~' its sole expense, keep the Equipment in good operating order, com~ition,, appearance and repair and properly serviced and lubr%cated in a~cordance with the manufacturer's recommendations and shall do all things necgssary to -2- keep ail manufacturer's warranties in full force and effect. Ail replacement of parts, additions, repairs, improvements and accessories on the Equipment shall become a part of the Equipment and shall become the property of Lessor. Lessee shall not cause or permit the Equip- ment to be loaded, operated, or used in a negligent or improper manner or in violation of any applicable federal, state or local laws, rules or regulations, or so as to cause or permit cancellation or suspension of any insurance coverage. Lessee agrees to pay promptly all repair and storage charges due Lessor or third parties so as to prevent any mechanic's liens or warehousemen's liens from arising against the Equipment and Lessee shall not otherwise cause or permit the Equipment to become subject to any charge, lien or encumbrance. When requested by Lessor, Lessee shall forthwith furnish to Lessor, paid invoices evidencing the performance of servicing and maintenance recommended by the manufacturer. Lessee shall not permit the Equipment to be taken to or used at any location other than the Place of Use specified in Schedule "A" hereto. Lessee shall, at all reasonable times, permit Lessor to enter upon Lessee's premises or upon any premises'where the Equipment may be stored or used to inspect the Equipment. If, in Lessor's sole judgment, Lessee is improperly using or has misused the Equipment or has not properly maintained the Equipment, Lessee shall be in default and Lessor may repossess the Equipment without prior notice, Court order or process. 7. INSURANCE: Lessee shall obtain and maintain in full force and effect during the term of this Lease, the following insurance: (A) Public liability, personal injury and property damage coverage with such limits as may be specified by Lessor, and if not specified by Lessor, at such limits as are usually insured against for similar equipment similarly situated, and (B) Comprehensive and casualty insurance sufficient to keep the Equipment insured for an amouht at least equal to the -3- unamortized principal due from time to time, as specified in Schedule "C" hereto, against risks of loss or damage from fire, theft, wind- storm, hurricane, tornado, collision and Such other causes as are usually insured against for similar equipment similarly situated and against such additional risks and causes as Lessor may reason- ably specify from time to time in writing. (C) Workmen's compensation coverages and all other insurance and coverages required by law. All such insurance shall be in such form and with such carriers satisfactory to Lessor. Lessee shall deliver to Lessor the original policies of such insurance or duplicates thereof or other evidence of the existence of the required insurance coverage which shall be satisfactory to Lessor. Each policy of liability insurance shall na~,e Lessor and Lessee as co-insureds as their interests may appear and Lessor shall be named as loss payee on casualty insurance. Each policy of such insurance shall provide for thirty (30) days prior written notice to Lessor of any alteration or cancellation of such policy. Lessee shall pay all premiums for such insurance and shall maintain such insurance in full force and effect during the term of this Lease, provided that, in the event that any of the insurance obtained by Lessee shall lapse, become terminated or cancelled for any reason, Lessor may, at'Lessor's option, obtain such insurance for the benefit of Lessor and charge the premiums therefor to Lessee, which charges Lessee shall pay on Lessor's demand, or repossess the Equip- ment without prior notice and without Court order or process and store the Equipment at Lessee's cost until Lessee provides such insurance. 8. RISKS AND INDEMNIFICATION: Except to the extent paid for by the insurance obtained by Lessee pursuant to paragraph 7 of this Municipal Lease, Lessee is responsible for, and hereby assumes all risks of, and shall indemnify and save Lessor harmless of and from any and all loss of, damage to or destruction of the Equipment from all causes, including without limitation, the following, (1) any and all fines, forfeitures, or penalties, assessed against the Equipment or Lessee, as a result of Lessee's use or possession of the Equipment and any and all damage or loss resulting from Lessee's use or possession of the Equipment in violation of any federal, state or municipal law, ordinance, or regulation, and (2) any and all loss or damage tO Lessor resulting from larceny or conversion of the Equipment by Lessee or any of Lessee's employees, agents or any person authorized by Lessee to use such Equipment, and (3) any and all loss, liability or expenses, including damages for loss of service or use consequential therefrom, arising out of, resulting from, or in any way connected with the use or operation of the Equipment, whether such use or operation results or is claimed to have resulted in injuries to (and including the death of) persons, or damage to (including loss and destruction of) prop- erty, of any person or persons, including, without limitation, Lessee,' Lessee's guests, employees, servants or agents or invitees or passen- gers, and (4) any and all loss or damage to Lessor resulting from the confiscation or seisure of the Equipment by any public authority by reason of illegal use thereof or otherwise, and (5) any and all lia- bility or damage arising out of any acts or omissions of Lessee or of Lessee's agents, or of any person authorized by Lessee to use the Equipment, and (6) any and all damages or claims of damage caused by or ~esulting from the non-operability, loss or damage, for whatever cause, of the Equipment. Lessee shall, at its sole expense, defend all claims and suits arising out of the foregoing risks. 9. NOTICE OF ACCIDENTS: Lessee shall notify Lessor and all insurance companies providing coverage, of each accident, or of the 'loss of, or damage to, the Equipment within twenty-four (24) hours thereafter, or within such lesser time as such insurance policies may require, giving such information as Lessor or the insurance companies may request. Lessee shall permit Lessor to inspect said Equipment, shall promptly advise Lessor of all claims and demands relating to same, shall submit to Lessor a list of the names and addresses of all witnesses, shall aid in the recovery of damages from third persons liable therefor, and shall cooperate fully with the Lessor and all insurance companies in all cases. 10. EXPENSES, FEES, TAXES, ETC.: Lessee shall pay all costs, expenses, fees and charges incurred in connection with the use, possession, servicing, maintenance, repair and operation of the Equipment including all license fees and all taxes of every kind and by whomsoever payable on or relating to the Equipment or the owner- ship,.leasing, use, possession, or operation thereof, (except Lessor's income taxes) and all sums necessary to pay or satisfy any charge, lien or attachment against the Equipment, except for such as may be incurred by Lessor, except for state sales and use taxes on the Equip- ment which, if applicable, shall be included in the rental payments. If Lessor pays any such amounts, Lessee on demand. ll. RETURN OF EQUIPMENT: Lessee, shall repay the same to Lessor upon expiration of this Lease, shall return the Equipment to Lessor at the Place of Use specified in Schedule "A" hereto together with all equipment thereon and in as good condition, appearance and running order as when originally delivered to Lessee, reasonable wear and tear excepted, and that upon Lessee's failure so to do, Lessor may repossess the same without prior notice and without Court order or process and such repossession costs shall be borne by Lessee. In the event such Equipment is not in such condition when received or recovered by Lessor, Lessee shall forthwith pay Lessor the full cost to restore it to such condition. Lessor shall have thirty (30) days after Lessee's return of the Equipment to cause the Equipment to be removed from the premises. 12. DEFAULT BY LESSEE: This Lease shall rem~in in force during -6- the term specified in this Lease. TIME IS OF THE ESSENCE. If a rental payment is not paid on its due date, interest shall be charged thereon at the rate specified .in Schedule "A" (based upon a 365 day year). In the event Lessee fails to make any payment due hereunder within ten (10)days after such payment shall have become due, or fails to comply with any condition or provision of this agreement, or uses the Equipment for an illegal purpose, or a proceeding in bank- ruptcy, receivership or insolvency is instituted by or against the Lessee or its property, or if Lessee makes an assignment for the benefit of creditors, or if Lessee permits or suffers any attachment, levy, execution or order to be made, levied or entered against or in respect of any or all of Lessee's property, Lessor may, at its option, terminate this agreement immediately upon notice to the Lessee of Lessor's election to do so, and in addition to all other remedies available to Lessor by law, Lessor shall have the right to take possession of said Equipment, without prior notice, Court order or process, and for this purpose Lessor or its representatives may enter upon the premises of Lessee or upon the premises where the Equipment may be located without becoming liable for trespass and without notice, Court order ~r process, and Lessor may immediately recover the unamortized balance due and all other amounts due ~nder this Municipal Lease Agreement, together with compensation for damages or injury to and all expenses incurred by Lessor in retaking said Equip- ment. Without thereby relieving Lessee from any of its obligations under this Lease, or waiving the same, Lessor shall have the right, at .its option, to hold, lease or sell any such Equipment so retaken at ~such time and place and in such manner and upon such terms and con- ditions as Lessor may deem advisable. Lessee shall pay to Lessor all costs of collection, repossession, storage, sale a~d other charges and expenses incurred in enforcing any of its rights ~a~der this Lease, including reasonable attQrney's fees and costs. S~h reasonable attorney's fees shall include any fees incurred by Lessor prior to any litigation, which are incurred by reason of Lessee's default. Upon Lessee's failure to return the Equipment at the expiration of the term .of this lease, Lessee shall be liable for damages in the amount of the Rental Payment specified in Schedule "A" hereto for each period of such delinquency. The rights and remedies of Lessor hereunder are not to be deemed exclusive, but shall be cumulative and in addition to all other rights and remedies provided by law or provided in other paragraphs of this Lease and no delay or forbearance of Lessor in the -exercise of any such remedies or rights shall constitute a waiver thereof. 13. ASSIGNMENT: Lessee shall not assign this Lease or sublet the Equipment. Lessor may assign the Lease, its rights in and title to the Equipment and all rentals and amounts due and to become due under this Lease and all other sums paid and payable to Lessor under this Lease, and Lessee agrees that (a) such assignee's rights to receive such rentals and other sums shall be free from all defenses, s~toffs, counterclaims and other claims and demands which Lessee may be entitled to assert against Lessor, and no breach or default of any agreement including this Lease between Lessor and Lessee, and whether pertaining to the maintenance, service, repair or warranty of the Equipment or otherwise, shall excuse, diminish, modify or amend Lessee's obligation to pay such assignee or assignees, and (b) such assignee or assignees do not assume and shall not be obligated to perform any obligation or covenant of Lessor hereunder or otherwise, except to account for any deposit made by Lessee and the refunds, if any, which may be due Lessee. 14. TITLE: Lessor assumes no liability and makes no repre- sentations as to the treatment by Lessee of this Lease~ the Equipment or the rental payments or other amounts due hereunder for financial statement, budget or tax purposes. Lessor shall at all times retain -8- title to the Equipment. Ail documents of title and evidences of delivery and ownership shall be delivered to Lessor. Lessee shall not change or remove any insignia or lettering indicating Lessor's owner- ship which may be on the Equipment at the time 0f its delivery or which may thereafter be placed upon it. Upon the request of Lessor, Lessee shall forthwith affix in a conspicuous place on the Equipment, labels or plates or other identification furnished by Lessor indicat- ing Lessor's ownership of the Equipment. Lessor may at Lessee's expense cause this Lease or a memorandum thereof or other documents evidencing Lessor's ownership of the Equipment to be filed or recorded as public records and Lessee shall execute and deliver to Lessor any document requested for such purpose. 15. WARRANTY AND LIABILITY DISCLAIMER: LESSOR MAKES NO WARRAN- TIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE IN CONNECTION WITH THE EQUIPMENT, INCLUDING WARRANTIES OF THE QUALITY OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS IS". LESSOR SHALL NOT BE LIABLE TO LESSEE OR TO ANY PERSONS FOR ANY LOSS, COST OR DAMAGE WHATSOEVER, OR HOWSOEVER ARISING, WHETHER FROM THE POSSESSION, USE, LOSS OF USE, INTERRUPTION OF SERVICE, LOSS OF BUSINESS, INJURY TO ANY PERSON OR PROPERTY, REPAIR, ~AINTENANCE, SERVICE OF THE EQUIPMENT, OR ITS CONDITION (INCLUDING WITHOUT LIMI- TATION, LATENT OR PATENT DEFECTS, WHETHER OR NOT DISCOVERABLE), AND WHETHER OR NOT LESSOR IS CLAIMED TO BE, OR IS, ACTIVELY OR PASSIVELY NEGLIGENT OR LEGALLY LIABLE FOR ANY OF THE FOREGOING. 16. RISK OF LOSS: Lessee shall bear the entire ris~ of loss or damage, whether entire or partial, to the Equipment or to any Item thereof from any and all causes whatsoever after Lessee's acceptance thereof, and in no event will the total or partial loss or destruction of the Equipment or any Item or part thereof relieve Lessee from any of the obligations Go pay the rental and other charges prouided for in -9- this Lease, subject however, to the provisions of paragraphs 7 and 20 of this Lease. 17. OTHER COVENANTS AND WARRANTIES OF LESSEE: LESSEE AGREES THAT ITS OBLIGATIONS UNDER THIS LEASE ARE ABSOLUTE AND SHALL CONTINUE IN FULL FORCE AND EFFECT REGARDLESS OF LESSEE'S INABILITY TO USE THE EQUIPMENT OR ANY ITEM FOR ANY REASON INCLUDING BUT NOT LIMITED TO WAR, ACT OF GOD, GOVERNMENTAL REGULATION OR TAKING, STRIKE, LOSS, DAMAGE, DESTRUCTION, OBSOLESCENCE, FAILURE OF THE EQUIPMENT TO OPERATE PROP- ERLY, ORANY OTHER CAUSE, AND THAT ITS OBLIGATIONS HEREUNDER, IN- CLUDING ITS OBLIGATION TO PAY RENTALS SHALL NOT ABATE DUE TO ANY CLAIM, DEFENSE, COUNTERCLAIM OR SETOFF AGAINST LESSOR EXCEPT FOR BREACH OF LESSOR'S WARRANTY AS TO TITLE. Lessee agrees that the statements and financial reports submitted to Lessor are material inducements to the execution by Lessor of this Lease, and Lessee warrants that its applications, statements and reports are, and all information hereafter furnished by Lessee to LesSor will be, true and correct in all material respects as of the date submitted. Lessee agrees to procure for Lessor such estoppel certificates, landlord's and mortgagee's waivers or other similar documents as Lessor may reasonably request. Lessee agrees to furnish promptly to Lessor its annual budget and financial statements and such interim financial statements as Lessor may request. Lessee warrants to Lessor that (1) this Lease has been duly approved by all executive and legis- lative bodies and departments of Lessee and others as required by law, and (2) that Lessee has full power and authority to enter into this Lease as Lessee and to become legally bound by the terms of this Lease, and (3) that no provision of this Lease is inconsistent with Lessee's charter or constitution or any laws of the State of Colorado or local or municipal laws or ordinances, and that (4) Lessee has taken all legislative and other action required by law to enable it to enter into this Lease and to become bound by the terms of this Lease, and (5) no provision of this Lease is incon- sistent with any other agreement or other instrument to which Lessee is a party or by which it may be bound. 18. PURCHASE OPTION: If Schedule ."A" provides for a purchase option and upon Lessee's written notice to Lessor given thirty (30) days prior to the option date, and provided that Lessee is not in default under any provision of this Lease, Lessee shall have the' right, without penalty, to purchase the Equipment for cash in an amount equal to the unamortized principal due under this Lease, at which time Lessor shall convey the Equipment to Lessee free from any lien or encumbrance at which time this Lease shall terminate. 19. RENEWAL: If Schedule "A" provides for a Renewal Option and if Lessee is not then in default hereunder, upon the expiration of the basic term of this Lease (or any renewal term, if Renewal Option is applicable), upon thirty (30) days prior written notice to Lessor, Lessee may renew the term of the Lease for the additional period and for the rental specified in Schedule "A". In the event the Renewal Option or Options specified in Schedule "A" is not exercised, then Lessee shall pay to Lessor the amount of the unamortized principal at the expiration of the basic term of this Lease or any renewal term, at which time Lessor shall convey the Equipment to Lessee, or Lessor shall cause the Equipment to be sold and if the amount realized from such sale less any sales and use taxes, registration and license fees and any other expenses in connection with such sale, exceeds the amount of the unamortized principal, Lessor shall pay such excess to Lessee, and in the event the amount of the unamortized principal exceeds the amount realized from such sale, Lessee shall pay such amount to Lessor. 20. LOSS OF OR DAMAGE TO EQUIPmeNT: any Item or Items of the Equipment, or to shall make the proceeds 6f the In the event of damage to all of the Equipment, Lessor insurance mentioned in paragraph 7 of this Lease available for its repair and Lessee shall forthwith cause the Equipment to be repaired and Lessee shall pay any amounts required for such repair which are not.provided by such insurance proceeds. In the event an Item or Items of the Equipment is destroyed or damaged to such an extent that repair is impractical, and Lessee elects not to replace that Item or Items, Lessee may terminate this Lease as to that destroyed Item or Items by paying to Lessor an amount equal to the unamortized principal at the date of the loss, multiplied by a per- centage determined by dividing the value of the destroyed or damaged Item or Items by the total value of all Items of Equipment under this Lease, as such values are specified in Schedule "B", plus the accrued interest on the unamortized principal as to the destroyed Item or Items from the date of the last payment which was made by Lessee immediately preceding the date of the loss. In the event Lessee has made no payments, such accrued interest shall be paid from the De- livery Date specified in Schedule "A". Upon Lessor's receipt of such amounts, this Lease shall terminate as to the damaged or destroyed Item or Items, at which time Lessor will assign to Lessee its interest in the insurance proceeds, if any, to be awarded Lessor in connection with that loss. For the remaining Item or Items of Equipment, Lessee shall pay the Rental Payments specified in Schedule ?A", reduced by a percentage as calculated above in this paragraph, over the remaining term of this Lease. In the event an Item is destroyed in the course 'of an insured occurrence, and Lessee elects to replace it, Lessee shall do so at its own expense and Lessor shall assign to Lessee its interest in any insurance proceeds to be awarded Lessor in connection with such loss and Lessee shall pay any additional amount required for such replacement. In the event an Item is so replaced, the new Item shall become subject to all the terms and conditions of this Lease as if it were the original Item. 21. LESSOR'S WARRANTIES: Lessor warrants only that ~essee shall have the right to use and possession of the Equipment as Lessee sub- ject to all of the terms and conditions of this Municipal Lease Agree- Ment and t~at Lessor will have t~tle to the EquipmEnt at the time of delivery. Lessor shall assign and transfer any and all manufacturer's and retailer's Warranties with respect to the Equipment to Lessee for the term of this Lease. 22. LESSOR'S RECOURSE: Notwithstanding anything to the con- trary contained in any other paragraph of this Municipal Lease Agree- ment, Lessor, with respect to ~all amounts due Lessor under this Municipal Lease Agreement, ~hether for rentals, damages for default, costs, expenses or other amounts due, except for breach of warranty by Lessee, shall have recourse solely to the proceeds of that certain tax known as the "Seventh Penny Sales Tax" as such tax proceeds are collected and maintained by Lessee in its fund and account known as the "Seventh Penny Sales Tax Fund of the City of Aspen", provided that, Lessor's rights to such proceeds shall be subordinate to claims arising out of that certain issuande of bonds by Lessee known as '~Sales Tax Revenue Bonds, Series July 1, 1973", and provided that, Lessee warrants and represents to Lessor that (a) said tax shall not be repealed or the rate thereof decreased unless and until Lessor has received all amounts due Lessor under th~s Municipal Lease Agreement, and (b) that no other obligations are outstandin~ against said pro- ceeds, fund and account at the date of this Municipal Lease Agreement, and, provided further that, in the event that Lessee should permit or cause any obligations or claims of any person or entity to become outstanding against said proceeds, fund and account other than those of Lessor under this Municipal Lease Agrement and those in connection with the issuance of said bonds, which obligations or claims may jeopardize the payment of the amounts due Lessor under this agree- ment, Lessor may, at its option, terminate this Municipal Lease Agreement UDon written I1Ot[C~ tO L~'~3~<~, wh(~reup°n Lessee warrant that it shall pay to Lessor thc unamortized principal duc and all other amounts duc under this Municipal Lease Agreement and -13- Lessor shall convey the Equipment to Lessee, free and clear of all liens and encumbrances. Except as otherwise specifically provided in this paragraph 22, Lessor shall have no recourse upon the general faith and credit of Lessee. 23. GENERAL PROVISIONS: Any obligation of Lessor may be sus- pended to the extent it is hindered from complying therewith because of any matter beyond its control. Notices hereunder shall be deemed given when mailed unless otherwise specifically provided for in this Lease, and shall be given in writing and mailed to Lessor and Lessee at the addresses specified for each in this Lease. THIS LEASE REPRE- SENTS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND THERE ARE NO COLLATERAL OR ORAL AGREEmeNTS OR UNDERSTANDINGS. The parties agree that this Lease shall be governed by the laws of the State of Colorado. The marginal headings are for convenience and are not a part of this Lease. This Lease shall be binding upon and inure to the benefit of the successors of the parties hereto, and the assigns of the Lessor. This Lease shall not be modified, amended or revoked without the written consent of Lessee and Lessor. In the event that any of the provisions of this Lease conflict with any State, Federal or Local laws or ordinances which may be applicable, it is agreed the pro- visions of this lease not in conflict shall remain fully valid and effective. IN WITNESS WHEREOF, the parties hereto have executed this Municipal Lease effective on the date of last execution by the parties. Dated: CITY OF ASPEN, COLORADO Sta~ Sta leyVlII, Mayor FIRST NATIONAL BANK IN ASPEN Dated: By. Title -14- SCHEDULE "A" TO The Municipal Lease Agreement made by and between First National Bank in Aspen as Lessor and the City of Aspen as Lessee. DELIVERY DATE: PLACE OF USE: INTEREST RATE: TERM: RENTAL: RENEWAL OPTION: PURCHASE OPTION: TOTAL INITIAL PAYMENT: PLACE OF PAYMENT: The day of , 1975. The City of Aspen and Pitkin County, Colorado. Nine (9) per cent (Based upon a 365 day year). Twelve (12) months. Lessee shall pay to Lessor the sum of Thirty Four Thousand Eight Hundred Thirteen and 80/100 Dollars ($34,813.80) in twelve (12) successive equal monthly payments of $2,901.15 each, with the first payment due and payable thirty (30) days after the Delivery date and with subsequent payments due and payable on the same day of each month thereafter until said amount is fully paid. Subject to the provisions of paragraph 19, Lessee shall have the right to renew this lease for three (3) successive terms of twelve (12) months each at the rental specified above. In the event Lessee does not. elect a renewal option or options, this lease shall terminate as provided in paragraph 19. Lessee shall have the right to purchase the Equipment at t~e expiration of the initial lease term or at the expiration of any renewal term for the amount specified under paragraph 18. Acquisition Fee Security Deposit Advance Rental TOTAL AMOUNT DUE UPON LESSEE'S EXECUTION $500.00 None None $500.00 First National Bank in Aspen Aspen, colorado. CITY OF ASPEN, COLORADO S~acy s~dley III,~yor// SCHEDULE "B" To The Equipment Lease made by and between First National Bank in Aspen as Lessor and the City of Aspen, Colorado as Lessee. SCHEDULE OF EQUIPMENT Item Serial No. Value No. Quantity Description Model No. Per Item One (1) Vintage Style Mini-bus, En- closed Model No. MBUC 5067 C Serial No. 1037 $ 44,194.00 2. One (1) Vintage Style Model No. $ 36,194.00 Mini-bus, Open MBUC 5029 Serial No. 1040 3. One (1) Vintage Style Model No. Mini-bus, Open MBUC 5029 Serial No. 1041 TOTAL VALUE: $ 36,194.00 $116,582.00 CITY OF ASPEN, COLORADO SCHEDULE "C" To The Equipment Lease made by and b~tw~en First National Bank in Aspen as Lessor and the City of Aspen, Colorado as Lessee. CASUALTY A_ND AMORTIZATION SCHEME Payment Rental No. Payment Interest Amount Applied To Principal Unamortized Principal 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 ~7 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 Funds Adv. $2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,90t.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901 15 2,901~15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 2,901.15 $874.37 $2,026.78 859.16 2,041.99 843.85 2,057.30 828.42 2,072.73 812.87 2,088.28 797.21 2,103.94 781.43 2,119.72 765.53 2,135.62 749.52 2,151.63 733.38 2,167.77 717.12 2,184.03 700.74 2,200.41 684.24 2,216.91 667.61 2,233.54 650.86 2,250.29 633.98 2,267.17 616.98 2,284.17 599.85 2,301.30 582.59 2,318.56 565.20 2,335.95 547.68 2,353.47 530.03 2,371.12 512.24 2,388.91 494.33 2,406.82 476.28 2,424.87 458.09 2,443.06 439.77 2,461.38 421.31 2,479.84 402.71 2,498.44 383.97 .2,517.18 365.09 2,536.06 346.07 2,555.08 326.91 2,574.24 307.60 2,593.55 288.15 2,613.00 268.55 2,632.60 248.81 2,652.34 228.91 2,672.24 208.87 2,692.28 188.68 2,712.47 $116,582.00 114,555.22 112,513.23 110,455.93 108,383.20 106,294.92 104,190.98 102,071.26 99,935.64 97,784.01 95,616.24 93,432.21 91,231.80 89,014.89 86,781.35 84,531.06 82,263.89 79,979.72 77,678.42 75,359.86 73,023.91 70,670.44 68 299.32 65910.41 63503.59 61.078.72 58.635.66 56.174.28 53.694.44 51 196.00 48,678.82 46,142.76 43,587.68 41,013.44 38.419.89 35.806.89 33 174.29 30 521.95 27 849.71 25 157.43 22.444.96 SCHEDULE "C" (continued) 41 42 43 44 45 46 47 48 2,901.15 168.34 2,732.81 2,901.15 147.84 2,753.31 2,901.15 127.19 .2,773.96 2,901.15 106.39 2,794.76 2,901.15 85.43 2,815.72 2,901.15 64.31 2,836.84 2,901.15 43.03 2,858.12 2,901.15 21.71 2,879.44 19,712.15 16,958.84 14,184.88 11,390.12 8,574.40 5,737156 '2,879.44 0. CITY OF ASPEN, COLORADO BYst~dy St~ndley III, Mayor SCHEDULE "D" TO The Equipment Lease made by and between First National Bank in Aspen as Lessor and the City of Aspen, Colorado as Lessee. CERTIFICATE OF ACCEPTANCE OF EQUIPMENT BY LESSEE Under and pursuant to that certain Municipal Lease Agreement by and between First National Bank in Aspen, a national banking association, Aspen, Colorado, as Lessor and the City of Aspen, Colorado as Lessee, Lessee hereby acknowledges and certifies that it has inspected, reviewed, approved and accepted delivery of all of the Equipment specified in Schedule "B" to the foregoing men- tioned Lease Agreement and that said Equipment is in good operating condition and is in all respects as described in said Lease. The execution of this Certificate shall in no manner or respect relieve or decrease the responsibility of the Manufacturer or Manu- facturers of the Equipment for warranties made with resepct to the Equipment. This Certificate of Acceptance is executed this day of , 1975, the date of Lessee's inspection, receipt, approval and acceptance of delivery of said Equipment, by Lessee's duly authorized representative. CITY OF ASPEN, COLORADO Stacy St~ndley III,