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HomeMy WebLinkAbout82-75 - lease and option agreement for wastewater treatment facilitiesRESOLUTION NO. 82-75 1 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AUTHORIZING LEASE AND OPTION AGREEMENT FOR WASTEWATER TREATMENT FACILITIES WHEREAS, City of Ukiah has negotiated a Lease and Option Agreement with First Interstate Bank of California for financing of a portion of new facilities being constructed and installed at its Wastewater Treatment Plant; and WHEREAS, such funding is necessary to finance City's share of project costs. 10 NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ukiah does approve said Lease and Option Agreement dated 27th day of April 1982 and authorizes its Mayor and Clerk to execute the Agreement on behalf of the City and to execute such documents as required therewith. 14 16 PASSED AND ADOPTED this 2nd day of June , 1982 by the following roll call vote' AYES' Councilmembers Hickey, Snyder, Riley, Myers NOES. Councilmember Feibusch 19 21 22 ! ATTEST· ABSENT' None MAYOR -"' 25 26 27 28 Lessor's Copy Lessee's Copy LEASE AND OPTION AGREEPfENT THIS AGREEMENT, made and entered into this 27th day of 1982, by and between FIRST INTERSTATE BANK OF CALIFORNIA called "Lessor" and THE CITY OF UKIAH MENDOCIN0 April , , hereinafter , County of , State of California, hereinafter called "Lessee" WITNESSETH That Lessor hereby leases unto the Lessee and Lessee hereby hires of and from Lessor the personal property described in the attached schedule(s) and ordered by Lessee pursuant to Lessor's Lease Order(s) for the term of Six (6) Years from and including the date(s) the Lessee accepts the equipment des- cribed in each schedule. The rental payments for each schedule are to be 19.564 percent of the total equipment cost (including all taxes, freight or other expenditures by Lessor which have been approved by Lessee) payable Annually in Advance . Said rentals include interest at the rate of Twelve percent ( 12 %) per annum. Lessee is hereby given the option (provided Lessee is not in default in the perform- ance of any of its obligations hereunder) to purchase said property at any time for the present value of the unpaid rentals discounted at the appropriate schedule's interest rate to the date Lessor receives the purchase price. If Lessee complies with all of its obli- gations hereunder and this Lease has not been terminated before the full term hereof, title and interest of said Lessor in and to said property shall vest in and become the property of said Lessee, and said Lessor covenants that it will thereupon execute to Lessee, a bill of sale of all its right, title and interest in and to said property as evidence of said transfer of title, anything in this Lease to the contrary notwithstand- ing. (a) In the event of any default by the Lessee, the Lessor shall give the Lessee written notice of his intention to terminate the Lease or option to purchase. Lessee is relieved of the default if it cures the default according to the terms of this Lease within thirty (30) days after notice is given. In the event the Lessee fails to cure, as provided above, any default in the payment of any amount due under the terms of this Lease or any default in the performance of any of the terms or conditions hereof, all of Lessee's rights hereunder shall, at the option of the Lessor, be terminated and Lessor shall be entitled to possession of the property, to retain all amounts theretofore paid and to receive such amounts then currently due. In the event any rental payment is not paid within fifteen (15) days of the due date, a late charge will be due on said rental payment at the rate of ten percent (10%) per annum from the due date. (b) Lessee shall pay and discharge all license fees, assessments and sales, use, property and other tax or taxes which either Lessee or the Lessor is lawfully obligated to pay which are now or hereafter lawfully imposed by any State, Federal, or local govern- ment upon any property hereby leased based upon the ownership, leasing, renting, sale, possession, or use of said property whether the same be assessed to Lessor, Lessee or their assigns, together with any penalties or interest in connection therewith caused by Lessee's negligence, excepting Federal, State, or local government taxes, or payments in lieu thereof, imposed upon or measured by income of the Lessor. - 2 - Any sales or use tax paid by Lessee to Lessor under the provisions hereof will be remitted by Lessor to the appropriate taxing agency in timely manner and the payment of such sales or use tax by Lessee to Lessor shall fully discharge Lessee from its obliga- tion to pay such sales or use tax as provided in this paragraph. (c) Lessee agrees that the said property will be used by Lessee for the ordinary and sole purpose for which it is designed. It is further stipulated and agreed that during the term of this Lease, Lessee shall be responsible for and shall pay all charges for upkeep and/or storage of said property and shall make, at its own expense, any and all repairs and supply and pay for any and all materials needed to maintain said property in proper condition. Any and all damage or depreciation caused by accident, negligence, fire, the elements or other casualty, or by failure or neglect to make repairs as needed, is not excepted. (d) Lessee agrees to obtain and keep in force fire and extended coverage insurance covering the leased property during the term of the Lease or any renewal thereof with a loss payable clause protecting Lessor as its interest may appear. Any losses within Lessee's deductible will be covered directly by Lessee. Said insurance to be acceptable to Lessor. Lessee covenants and agrees that it will carry public liability and property damage insurance in insuring against any and all public liability and property damage liability of Lessor and/or Lessee with respect to said property or arising out of maintenance, use or occupancy thereof, and will furnish Lessor a certificate of such insurance. Said insurance to be acceptable to Lessor. (e) The Lessee has selected both the Equipment of the type and quantity which is the subject of this Lease and the supplier from whom the Lessor purchased said Equipment. -3 - Lessor warrants that at the time of delivery of Equipment under this Lease, Lessor had such title to the Equipment as Lessor derived from the manufacturer or other transferor of the Lessor and that Lessor has the right to enter into this Lease. EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, LESSOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS, CONDITION, QUALITY, WORKMAN- SHIP, OR THE SUITABILITY, ADEQUACY, OPERATIONS, USE OR PERFORMANCE OF THE EQUIPMENT OR AS · TO ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ANY DELAY IN DELIVERY SHALL NOT AFFECT THE VALIDITY OF THIS LEASE. The Lessee understands and agrees that neither the supplier nor any salesman or any agent of the supplier is an agent of the Lessor. No salesman or agent of supplier is authorized to waive or alter any term or condition of this Lease, and no representation as to the Equipment or any other matter by the supplier shall in any way affect the Lessee's duty to pay the rent and perform its other obliga- tions as set forth in this Lease. (f) Notwithstanding any of the foregoing provisions, if, for any fiscal year of this agreement the governing body of Lessee fails to appropriate or allocate funds for future periodic payments under the agreement, Lessee will not be obligated to pay the balance remaining unpaid beyond the fiscal period for which funds have been appropriated or allo- cated and either party hereto may terminate the agreement. Upon terminatiOn of the agree- ment by either party hereto as provided herein, Lessor shall charge Lessee all amounts due and payable to Lessor to date of termination, including applicable portion of the unpaid current year's interest and principal. (g) THIS AGREEMENT, shall in every respect, be binding on the parties hereto, and their respective successors and assigns. (h) Two counterparts of this Lease have been executed by the parties hereto. One -4 - c_ounterpart has been prominently marked "Lessee's Copy." Only the counterpart marked '~Lessor's Copy" shall evidence a monetary obligation of Lessee. (i) This Lease shall be governed by, and construed under the laws of the State of California. IN WITNESS WHEREOF, the parties have hereunto signed the Lease the day and year first hereinabove written. FIRST INTERSTATE BANK OF CALIFORNIA Lessor Title Leasing Officer Equipment Leasing Department Address 707 Wilshire Blvd. (W16-5~ Los Angeles, CA 90017 CITY OF UKIAH i/ ? Lessee /! Address 203 South School Street Ukiah, CA 95482 -5 - Lessor's Copy Lessee's Copy LEASE AND OPTION AGREEMENT THIS AGREEMENT, made and entered into this 27th day of 1982 , by and between FIRST INTERSTATE BANK OF CALIFORNIA called "Lessor" and THE CITY OF UKIAH ~ MENDOCINO April , hereinafter , County of , State of California, hereinafter called "Lessee" WITNESSETH That Lessor hereby leases unto the Lessee and Lessee hereby hires of and from Lessor the personal property described in the attached schedule(s) and ordered by Lessee pursuant to Lessor's Lease Order(s) for the term of Six (6) Years from and including the date(s) the Lessee accepts the equipment des- cribed in each schedule. The rental payments for each schedule are to be 19.564 percent of the total equipment cost_t(including all taxes, freight or other expenditures by Lessor which have been approved by Lessee) payable Annually in Advance o Said rentals include interest at the rate of Twelve percent ( 12 %) per annum. Lessee is hereby given the option (provided Lessee is not in default in the perform- ance of any of its obligations hereunder) to purchase said property at any time for the present value of the unpaid rentals discounted at the appropriate schedule's interest rate to the date Lessor receives the purchase price. If Lessee complies with all of its obli- gations hereunder and this Lease has not bee~n terminated before the full term hereof, title and interest of said Lessor in and to said property shall vest in and become the property of said Lessee, and said Lessor covenants that it will thereupon execute to Lessee, a bill of sale of all its right, title and interest in and to said property as evidence of said transfer of title, anything in this Lease to the contrary notwithstand- ing. (a) In the event of any default by the Lessee, the Lessor shall give the Lessee written notice of his intention to terminate the Lease or option to purchase. Lessee is relieved of the default if it cures the default according to the terms of this Lease within thirty (30) days after notice is given. In the event the Lessee fails to cure,' as provided above, any default in the payment of any amount due under the terms of this Lease or any default in the performance of any of the terms or conditions hereof, all of Lessee's rights hereunder shall, at the option of the Lessor, be terminated and Lessor shall be entitled to possession of the property, to retain all amounts theretofore paid and to receive such amounts then currently due. In the event any rental payment is not paid within fifteen (15) days of the due date, _! a late charge will be due on said rental payment at the rate of ten percent (10%) per anntnn from the due date. (b) Lessee shall pay and discharge all license fees, assessments and Sales, use, property and other tax or taxes which either Lessee or the Lessor is lawfully obligated to pay which are now or hereafter lawfully imposed by any State, Federal, or local govern- ment upon any property hereby leased based upon the ownership, leasing, renting, sale, possession, or use of said property whether the same be assessed to Lessor, Lessee or their assigns, together with any penalties or interest in connection therewith caused by Lessee's negligence, excepting Federal, State, or local government taxes, or payments in lieu thereof, imposed upon or measured by income of the Lessor. - 2 - Any sales or use tax paid by Lessee to Lessor under the provisions hereof will be remitted by Lessor to the appropriate taxing agency in timely manner and the payment of such sales or use tax by Lessee to Lessor shall fully discharge Lessee from its obliga- tion to pay such sales or use tax as provided in this paragraph. (c) Lessee agrees that the said property will be used by Lessee for the ordinary and sole purpose for which it is designed. It is further stipulated and agreed that during the term of this Lease, Lessee shall be responsible for and shall pay all charges for upkeep and/or storage of said property and shall make, at its own expense, any and all repairs and supply and pay for any and all materials needed to maintain said property in proper condition. Any and all damage or depreciation caused by accident, negligence, fire, the elements or other casualty, or by failure or neglect to make repairs as needed, is not excepted. (d) Lessee agrees to obtain and keep in force fire and extended coverage insurance covering the leased property during the term of the Lease or any renewal thereof with a loss payable clause protecting Lessor as its inte~st may appear. Any losses within Lessee's deductible will be covered directly by Lessee. Said insurance to be acceptable to Lessor. Lessee covenants and agrees that it will carry public liability and property damage insurance in insuring against any and all public liability and property damage liability of Lessor and/or Lessee with respect to said property or arising out of maintenance, use or occupancy thereof, and will furnish Lessor a certificate of such insurance. Said insurance to be acceptable to Lessor. (e) The Lessee has selected both the Equipment of the type and quantity which is~the subject of this Lease and the supplier from whom the Lessor purchased said Equipment. -3 - Lessor warrants that at the time of delivery of Equipment under this Lease, Lessor had such title to the Equipment as Lessor derived from the manufacturer or other transferor of the Lessor and that Lessor has the right to enter into this Lease. EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, LESSOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS, CONDITION, QUALITY, WORKMAN- SHIP, OR THE SUITABILITY, ADEQUACY, OPERATIONS, USE OR PERFORMANCE OF THE EQUIPMENT OR AS TO ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ANY DELAY IN DELIVERY SHALL NOT AFFECT THE VALIDITY OF THIS LEASE. The Lessee understands and agrees that neither the supplier nor any salesman or any agent of the supplier is an agent of the Lessor. No salesman or agent of supplier is authorized to waive or alter any term or condition of this Lease, and no representation as to the Equipment or any other matter by the supplier shall in any way affect the Lessee's duty to pay the rent and perform its other obliga- tions as set forth in this Lease. (f) Notwithstanding any of the foregoing provisions, if, for any fiscal year of this agreement the governing body of Lessee fails to appropriate or allocate funds for future periodic payments under the agreement, Lessee will~ not be obligated to pay the balance remaining unpaid beyond the fiscal period for which funds have been appropriated or allo- cated and either party hereto may terminate the agreement. Upon termination of the agree- ment by either party hereto as provided herein, Lessor shall charge Lessee all amounts due and-payable to Lessor to date of termination, including applicable portion of the unpaid current year's interest and principal. (g) THIS AGREEMENT, shall in every respect, be binding on the parties hereto, and their respective successors and assigns. (h) Two counterparts of this Lease have been executed by the parties hereto. One -4 - c_ounterpart has been prominently marked "Lessee's Copy." Only the counterpart marked '~essor's Copy" shall evidence a monetary obligation of Lessee. (i) This Lease shall be governed by, and construed under the laws of the State of California. IN WITNESS WHEREOF, the parties have hereunto signed the Lease the day and year first hereinabove written. , FIRST INTERSTATE BANK OF CALIFORNIA By Lessor Title Leasing Officer Equipment Leasing Department Address 707 Wilshire Blvd. (W16~5) Los Angeles, CA 90017 CITY OF UKIAH - ~/~I Lessee Address 203 8outh School Street Ukiah, CA 95482 -5 -